Actions of the Board. The actions of the Board shall be taken in accordance with the terms and conditions of the LLC Agreement. The Board’s determinations need not be uniform with respect to all holders of Deferred Units, and may be made selectively among holders of Deferred Units, whether or not such holders of Deferred Units are similarly situated; provided that such actions will be taken in a manner reasonably consistent with the terms of this Agreement.
Actions of the Board. All determinations, interpretations, rules, and decisions of the Board shall be conclusive and binding upon all persons having or claiming to have any interest or right under this Appendix A.
Actions of the Board. All actions of the Board shall require at least a majority of the votes cast by the directors present at a duly-convened meeting of the Board at which a quorum is present or by written consent of all the directors of the Board.
Actions of the Board. The Board may act (a) through meetings and written consents pursuant to Section 5.3 and (b) through any Person or Persons to whom authority and duties have been delegated pursuant to Section 5.4.
Actions of the Board. During the Transition Period, the affirmative vote of at least a majority of the entire Board of Directors shall be required to constitute Board action, except as otherwise specifically provided in Section 10.2 of this Article X.
Actions of the Board. The Board has the power to bind the Company as provided in this Section V.
Actions of the Board. 4.1. Except for an Emergency Ordinance, an ordinance may be approved as follows:
a. Before an ordinance is adopted it shall be read during meetings of the Board on two different days at least six days apart. If the ordinance is posted online or otherwise publicly available, the ordinance may be read by title only, unless otherwise requested by a Director. An ordinance adopted after being read by title only may have no legal effect if it differs substantially from its terms as filed prior to the reading, unless each section incorporating a substantial difference is read fully, or otherwise made publicly available.
b. Upon the final vote on an ordinance, the ayes, nays, and abstentions shall be taken and included in the record of proceedings of the meeting. Within seven days after adoption of an ordinance: (i) the First Co-Chair for the session at which the ordinance was adopted (or in its absence, the Second Co- Chair) shall sign it with the date of its adoption, (ii) until a Authority website is established, the ordinance or a summary of the ordinance shall be published on the Port website, and thereafter on the Authority website, and (iii) the signed ordinance shall be filed in the records of the Authority.
c. An ordinance shall take effect on the 30th day after the date of its adoption unless the ordinance specifies a later effective date.
4.2. An Emergency Ordinance may be introduced, read once, and considered for final passage at a Regular Meeting, Emergency Meeting, or Special Meeting of the Board, without being described in a published agenda, if the reasons requiring immediate action are described in the ordinance. An Emergency Ordinance may take effect upon adoption or such later date specified in the Emergency Ordinance. Emergency Ordinances shall be published and filed in the manner described for (non-emergency) Ordinances under Section 4.1.b, above.
4.3. A Resolution may be introduced, read once in full or by title only, and considered for final passage at a Regular Meeting, Emergency Meeting, or Special Meeting of the Board, without being described in a published agenda. A Resolution may take effect upon adoption or such later date specified in the Resolution. Resolutions shall be published and filed in the manner described for Ordinances under Section 4.1.b, above.
4.4. A Motion may be made, seconded, and passed by the Board, which shall be described in the Board meeting minutes.
4.5. Except as otherwise provided in the Charter or rules of the...
Actions of the Board. Unless otherwise provided by the Restated Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
Actions of the Board. All decisions or actions of the Board shall be consistent with the then-current Approved Budget, provided that the Board and/or the Company may exceed budgeted expenses in respect of all or any portion of a calendar year ending on March 31, June 30, September 30 or December 31 so long as the Company is reasonably expected to achieve the profit forecast in respect of such period. The Board shall review revised financial forecasts at all quarterly meetings and shall modify the then-current Approved Budget as appropriate based on such financial forecasts. The Members agree that the Company and the Board of Managers shall be subject to and operate pursuant to the current Scheme of Authority as may be applied to the Company by OMAM (the “Scheme of Authority”) to the extent the Scheme of Authority does not conflict with the provisions of this Agreement. The Members acknowledge and agree that OMAM or OM(US)H may from time to time amend or modify the Scheme of Authority, in the sole discretion of OMAM or OM(US)H, provided that such amended Scheme of Authority shall only apply to the Company to the extent the amended or modified provisions are (i) not inconsistent with the provisions of this Agreement or (ii) necessary to comply with changes in the law and regulation applicable to the Company. OMAM or OM(US)H shall provide any such amendment or modification to the Board of Managers. The Board of Managers shall operate in accordance with the meeting procedures set forth in Section 6.3.
Actions of the Board. Actions of the board may be taken at any meeting at which a quorum of Directors is present, if written notice was given to each Director at least five (5) business days prior to such meeting and in which an affirmative vote as provided below is issued. A quorum for meetings of the board shall exist when a majority of Directors are present. Any two Directors can require the chairman to call a meeting. For purposes of this Section 6.4, notice is considered given to a Director when receipt may be evidenced, pursuant to Mexican law. Directors may participate in a meeting of the board by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting provided that resolutions are consented in writing and signed by all then serving Directors or their respective alternate. Actions taken by the board at a duly noticed and called meeting shall require the affirmative vote of a majority of the Directors present at such meeting. Each Director shall have one vote. If permitted by Mexican law, any action which may be taken at a duly noticed and called meeting of the board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all then-serving Directors or their respective alternate. The minutes of the board shall not be valid and effective unless signed by the chairman and secretary of the board.
