Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten (10) calendar days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member.
(b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.
(c) The presence in person or by proxy of Members owning more than 50% of the aggregate Class A Membership Interests and more than 50% of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members.
(d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing Member, to each Member of record entitled to vote at such meeting not less than five (5) Business Days nor more than thirty (30) calendar days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy.
(e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the Members. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, and all actions by written consent shall be filed with the minute books of the Company.
(f) The Managing Member ...
Actions by the Members. No Member shall have authority to act for or on behalf of the Company, or to bind the Company in any way, solely by virtue of being a member of the Company.
Actions by the Members. In exercising the voting or other approval rights provided herein or under the Act or to conduct any other business of the Company, the Members may act through meetings or by unanimous written consent or unanimous electronic transmission without a meeting. Any such written or electronic transmission consent shall be filed with the minutes of the proceedings of the Members of the Company.
Actions by the Members. All actions of the Members may be taken by written consent of the Members (which shall be signed on behalf of each Member which is an entity by an authorized officer, general partner or manager of each such Member) which is filed with the records of the Company.
Actions by the Members. All actions required or permitted to be taken by the Members may be taken without a meeting. The Members having not less than the minimum number of votes that would be necessary to authorize or take an action may consent in writing or by electronic transmission to the authorization or taking of an action and the written consent or electronic transmission or transmissions shall be filed with the minutes of the Company. The filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Actions by the Members. Except as specifically set forth herein, no Member other than the Managing Member shall be entitled to vote on actions of the Company. All Major Decisions shall be made in accordance with the terms of Section 3.9 hereof, provided, however, that the Chairman shall be advised and consulted regarding any Major Decision within five (5) Business Days prior to the meeting at which such Major Decision is to be considered.
Actions by the 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 the Members pursuant to Section 3.2(b), subject in all cases to the HCH Company Agreement, the Articles of Organization, this Agreement, and the Interest Holders Agreement.
Actions by the Members. To the extent that any act or matter requires the vote of the Members, and except as may be otherwise specifically provided herein, such vote shall be by the consent of the Requisite Members. The Manager is hereby authorized by the Members to take any and all actions on behalf of the Company except for (i) any action that is a Major Decision or Unanimous Decision and (ii) any action which is reserved to or requires the approval of the Requisite Members under any provision of this Agreement.
Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent to each Member.
(b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. - 4 - (c) The presence in person or by proxy of Members owning more than 50 percent of the aggregate Class A Membership Interests and more than 50 percent of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members.
Actions by the Members. (a) No Member (acting in its capacity as such) shall have any authority to bind the Company to any third party with respect to any matter. Meetings of Members may be called by the Managers upon at least five (5) days’ prior written notice of the time and place of such meeting. For any meeting of Members, the presence in person or by proxy of all of the Members at the time of the action taken constitutes a quorum for the transaction of business.
(b) The Members may vote, approve a matter, or take any action by the vote of the Members at a meeting, in person or by proxy, or without a meeting by written consent. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if Members holding Interests sufficient to approve the action pursuant to the terms of this Agreement consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Members. In no instance where action is authorized by written consent shall a meeting of Members be called or notice be given; however, a copy of the action taken by written consent shall be sent promptly to all Members and filed with the records of the Company.
