Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act. (b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the Fund who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the Fund.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Curan Fund LLC), Limited Liability Company Agreement (Pw Sequoia Fund LLC), Limited Liability Company Agreement (Pw Redwood Fund LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 XxxCompany Act) present at a meeting duly called at which a quorum of the Directors shall be present (in person orperson, if in person attendance is not required by which may include any means of communication that allows all Directors participating to hear each other simultaneously during the 1940 Act, in person or by telephone) meeting); or (ii) by unanimous written consent of all of the Directors without a meeting, meeting (if permissible under the 1940 Company Act).
(b) The Board may designate from time to time a Chairman Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairman Chairperson or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Company Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund Company, including without limitation employees of the Investment Manager and its members, who shall have the same powers and duties on behalf of the Fund Company (including the power to bind the FundCompany) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the FundCompany.
Appears in 4 contracts
Samples: Limited Liability Company Operating Agreement (FEG Absolute Access Fund I LLC), Limited Liability Company Operating Agreement (FEG Directional Access TEI Fund LLC), Limited Liability Company Operating Agreement (Feg Absolute Access Tei Fund LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors Managers (which majority shall include any requisite number of Independent Directors Managers required by the 0000 1000 Xxx) present at a meeting duly called at which a quorum of the Directors Managers shall be present (in person person, which may include any means of communication that allows all Managers participating to hear each other simultaneously during the meeting, as permitted by the SEC and/or the 1940 Act, or, if in person attendance is not required by the 1940 Act, in person or by telephone) ); or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act, by the written consent of the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Managers entitled to vote thereon were present and voted.
(b) The Board may designate from time to time a Chairman Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairman Chairperson or any two DirectorsManagers, and may be held on such date and at such time and place place, as the Board shall determine. Each Director Manager shall be entitled to receive written notice of the date, time time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director Manager who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors Managers may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors Managers then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund Fund, who shall have the same powers and duties on behalf of the Fund (including the power to bind the FundFund ) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the Fund.
Appears in 3 contracts
Samples: Limited Liability Company Operating Agreement (Rochdale High Yield Advances Fund LLC), Limited Liability Company Operating Agreement (Rochdale Alternative Total Return Fund LLC), Limited Liability Company Operating Agreement (Rochdale Structured Claims Fixed Income Fund LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i1) by the affirmative vote of a majority of the Directors (which majority shall will include any requisite number of Independent Directors required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be is present (either in person or, if in person attendance is not required by to the extent consistent with the provisions of the 1940 Act, by conference telephone or other communications equipment by means of which all Persons participating in person or by telephone) the meeting can hear each other; or (ii2) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act. A majority of the Directors then in office will constitute a quorum at any meeting of Directors.
(b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board Directors may be called by the General Partner, the Chairman or any two Directors, and may be held on such any date and at such any time and place as determined by the Board shall determineDirectors. Each Director shall will be entitled to receive written notice of the date, time and place of such a meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend attends a meeting without objecting to the lack of notice or who shall execute executes a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board Directors may designate appoint from time to time agents and employees of the Fund who shall will have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a corporation incorporated under Delaware corporationlaw, or such other powers and duties as may be designated by the Directors, in their sole discretion, and designate them as officers or agents of the FundFund by resolution of the Directors specifying their titles or functions.
Appears in 2 contracts
Samples: Limited Partnership Agreement (DMR Mortgage Opportunity Fund LP), Limited Partnership Agreement (DMR Mortgage Opportunity Fund LP)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 1000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all a majority of the Directors without a meeting, if permissible under the 1940 Act.
(b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporationcorporation or such powers as are otherwise delegated to them by the Board, and designate them as officers of the Fund.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (CPG Carlyle Commitments Fund, LLC), Limited Liability Company Agreement (CPG Carlyle Commitments Master Fund, LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 1000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all a majority of the Directors without a meeting, if permissible under the 1940 Act.
(b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the Fund.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (SCS Hedged Opportunities Master Fund, LLC), Limited Liability Company Agreement (SCS Hedged Opportunities Master Fund, LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all a majority of the Directors without a meeting, if permissible under the 1940 Act.
(b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporationcorporation or such powers as are otherwise delegated to them by the Board, and designate them as officers of the Fund.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (CPG Carlyle Master Fund, LLC), Limited Liability Company Agreement (CPG Carlyle Private Equity Master Fund, LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all a majority of the Directors without a meeting, if permissible under the 1940 Act.
(b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the Fund.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (SCS Hedged Opportunities Fund, LLC), Limited Liability Company Agreement (SCS Hedged Opportunities (1099) Fund, LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 Xxx1940 Act) present at a meeting duly meexxxx xxly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.
(b) The Board may designate from time to time a Chairman Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairman Chairperson or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund Fund, including without limitation employees of the Investment Adviser, who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the Fund.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Db Hedge Strategies Fund LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 Xxx1940 Act) present at a meeting duly called at which a quorum of the Directors Xxxxxxxxs shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.
(b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the Fund.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Curan Fund LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.
(b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporationcorporation or such powers as are otherwise delegated to them by the Board, and designate them as officers of the Fund. The officers of the Partnership immediately prior to the Merger shall constitute the officers of the Fund immediately after the Merger, each serving in the same capacity and with the same authority as he or she had immediately prior to the Merger.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ubs Pw Technology Partners LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.
(b) The Board may designate from time to time a Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporationcorporation or such powers as are otherwise delegated to them by the Board, and designate them as officers of the FundOfficers.
Appears in 1 contract
Samples: Limited Liability Company Agreement (HSBC Absolute Return Portolio LLC)
Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the 0000 Xxx1940 Act) present at a meeting duly meetxxx xxxx called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.
(b) The Board may designate from time to time a Chairman Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairman Chairperson or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting.
(c) The Board may designate from time to time agents and employees of the Fund Fund, including without limitation employees of the Investment Adviser, who shall have the same powers and duties on behalf of the Fund (including the power to bind the Fund) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the Fund.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Db Absolute Return Fund LLC)