Actions by Members. No Member shall take any action to dissolve, terminate or liquidate the Company, or require apportionment, appraisal or partition of the Company or any of its Assets, or file a bill for an accounting, except as specifically provided in this Agreement, and each Member, to the fullest extent permitted by Law, waives any rights to take any such actions under Law, including any right to petition a court for judicial dissolution under Section 18-802 of the Act.
Actions by Members. The Members may approve a matter or take any action at a meeting of Members or, without a meeting, by the written consent of Members holding more than fifty percent (50%) of the aggregate Common Units of all Members (or such higher threshold as may be required by this Agreement or the Act).
Actions by Members. The Members shall not be required to hold meetings. Any action that, in accordance with Section 4.1, may be taken by the Members may be taken by a written consent or instrument executed by the requisite Members. If the action is not consented to in writing by all of the Members, the Company shall promptly give any such Member who has not consented a copy of the duly-executed consent.
Actions by Members. (a) Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the Investment Company Act or as otherwise required in the Act.
(b) Actions requiring the vote of the Members may be taken at any duly constituted meeting of the Members at which a quorum is present or by means of a written consent. Meetings of the Members may be called by the affirmative vote of a majority of Directors then in office, or by Members holding at least a majority of the total number of Shares held by all Members, and may be held at any time, date and place determined by the Board. In each case, the Board will provide notice of the meeting, stating the date, time and place of the meeting and the record date for the meeting, to each Member entitled to vote at the meeting within a reasonable time prior to the meeting.
(c) Failure to receive notice of a meeting on the part of any Member will not affect the validity of any act or proceeding of the meeting, so long as a quorum is present at the meeting.
(d) Except as otherwise required by applicable law, only matters set out in the notice of a meeting may be voted on by the Members at the meeting.
(e) The presence in person or by proxy of Members holding a majority of the total number of Shares held by all Members as of the record date will constitute a quorum at any meeting of Members. In the absence of a quorum, a meeting may be adjourned to the time or times as determined by the Board and communicated to the Members in the manner described above in this Section 3.5.
(f) Except as otherwise required by any provision of this Agreement or of the Investment Company Act, (i) those candidates receiving a plurality of the votes cast at any meeting of Members called pursuant to Section 3.1(c) of this Agreement or elected pursuant to the requirement of Section 3.1(b) will be elected as Directors and (ii) all other actions of the Members taken at a meeting will require the affirmative vote of Members holding a majority of the total number of Shares held by those Members who are present in person or by proxy at the meeting.
(g) Each Member will be entitled to cast at any meeting of Members or pursuant to written consent a number of votes equivalent to the number of Shares held by such Member as of the record date for the meeting or the date of the written consent. The Board will establish a record date not less than ten (10) nor mor...
Actions by Members. The Members shall act by Vote of the holders of the Majority-In-Interest. The Members shall have no right to control, and shall take no part in the management or control of, the Company’s business or activities, except if the Law requires that a particular right of a Member related thereto may not be waived.
Actions by Members. Except as otherwise provided in this agreement, all decisions requiring action of the Members or relating to the business or affairs of the Company will be decided by the affirmative vote or consent of Members holding a majority of the Ownership Interests. Members may act with or without a meeting, and any Member may participate in any meeting by written proxy or by any means of communication reasonable under the circumstances.
Actions by Members. Except for a matter for which the affirmative vote of the holders of a greater portion of the Membership Interests entitled to vote is required by law, the Articles of Organization or this Agreement, the act of Members shall be the affirmative vote of a Majority in Interest of all the Members represented and voting at the meeting. All actions of the Members provided for herein may be taken by written consent without a meeting. Any such action which may be taken by the Members without a meeting shall be effective only if the consents are in writing, set forth the action so taken, and are signed by all Members eligible to vote on such action. Members may participate in any meeting by means of conference telephone or similar communications equipment, provided all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting. The authority to act with respect to a Membership interest which may be held by an entity other than a natural person (e.g. corporation) or which may be jointly owned, shall be exercised by a duly appointed agent or agents of the Member which appointment shall be evidenced by a written instrument to that effect which shall be on record with the Company and which may be amended by subsequent written instrument of the Member at any time.
Actions by Members. All acts of Members to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XII.
Actions by Members. Any actions of the Members shall be taken in the manner set forth below, unless expressly provided otherwise in this Agreement:
Actions by Members. (a) An annual meeting of the Member shall be held for the election of directors and to transact such other business as may properly be brought before the meeting. Special meetings of the Members may be called by the Board or by one or more Members holding at least [25%] of the outstanding Units on five Business Days’ prior written notice to all Members, which notice shall state the purpose or purposes for which such meeting is being called.
(b) Each Unit shall have one vote on any action to be taken by the Members. Except as otherwise provided in this Agreement or by applicable Law, the affirmative vote of Members holding a majority of the outstanding Units present in person or represented by proxy at a duly called meeting and entitled to vote on the subject matter shall constitute the act of the Members. Directors other than Member Designees shall be elected by a plurality of the votes of the Units present in person or represented by proxy and entitled to vote on the election of Directors at the meeting of Members at which a quorum is present; provided that any such Director must be independent of the Company and any party then having a designation or consent right over a Member Designee as set forth in Section 4.01(b).
(c) The actions taken by the Members at a meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if immediately before, at or after the meeting, each of the Members as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. Prompt written notice of any action taken at a meeting of Members shall be given to all Members. The Members may act by written consent (without a meeting and without a vote) so long as such consent is signed by the Members holding a majority of the outstanding Units, and any action taken pursuant to such written consent shall have the same force and effect as if taken by the Members at a meeting thereof. A copy of each such written consent shall be promptly provided to all Members.
