Affirmative Decisions of the Board of Directors Sample Clauses

Affirmative Decisions of the Board of Directors. The structure of voting and the determination of affirmative decisions of the Board of Directors, as set forth herein, are designed to encourage and facilitate consensus, pursuant to the following procedure:
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Affirmative Decisions of the Board of Directors. Except as otherwise specified in this Agreement, all affirmative decisions of the Board of Directors shall require the affirmative vote of a simple majority of all appointed Directors participating in voting on a matter of Agency business, provided that if a Director is disqualified from voting on a matter before the Board because of a conflict of interest, that Director shall be excluded from the calculation of the total number of Directors that constitute a majority. Notwithstanding the foregoing, a unanimous vote of all Member Agency Directors participating in voting shall be required to approve any of the following: (i) the annual budget; (ii) any expenditure that is estimated to cost $100,000 or more that is not included in the Agency’s annual budget (iii) the GSP for the Basin or any amendment thereto; (iv) the levying of assessments or fees; (v) issuance of indebtedness; or (vi) any stipulation to resolve litigation concerning groundwater rights within or groundwater management for the Basin.
Affirmative Decisions of the Board of Directors. Except as otherwise provided in this Agreement, all decisions of the Board of Directors require the affirmative vote of 75 percent of the total number of Directors on the Board present and voting. Notwithstanding the foregoing, any approval or amendment to the Authority’s GSP shall require the affirmative vote of 100 percent of the Directors on the Board.
Affirmative Decisions of the Board of Directors. Except as otherwise specified in this Agreement, all affirmative decisions of the Board of Directors shall require the affirmative vote of a simple majority of all appointed Directors participating in voting on a matter of Agency business, provided that if a Director is disqualified from voting on a matter before the Board because of a conflict of interest, that Director shall be excluded from the calculation of the total number of Directors that constitute a majority. Notwithstanding the foregoing, a unanimous vote of all Member Directors participating in voting shall be required to approve any of the following:
Affirmative Decisions of the Board of Directors. Except as otherwise specified in this Agreement, all affirmative decisions of the Board of Directors shall require the affirmative vote of the simple majority of all appointed Directors (whether present or not), unless weighted voting is requested, in which case all affirmative decisions by the Board shall require the affirmative vote of the simple majority of the weighted votes held by all Directors (whether present or not), provided that if a Director is disqualified from voting on a matter before the Board because of a conflict of interest, that Director shall be excluded from the calculation of the total number of Directors, or total number of weighted votes, as applicable, that constitute a simple majority. Notwithstanding the foregoing, a unanimous vote of all Member Directors participating in voting shall be required to approve any of the following: (i) any capital expenditure that is estimated to cost $100,000 or more; (ii) the annual budget; (iii) the GSP for the Basin or any amendment thereto; or (iv) any stipulation to resolve litigation concerning groundwater rights within or groundwater management for the Basin.
Affirmative Decisions of the Board of Directors. Except as otherwise specified in this Agreement, all decisions of the Board of Directors shall require the affirmative vote of a minimum of three (3) Directors, except for the following matters which require special voting procedures from the Board to pass: (i) the Authority’s annual budget and amendments thereto; (ii) the GSP for the Basin or any amendments thereto; (iii) the Authority’s adoption of groundwater extraction fees or charges; (iv) the Authority’s adoption of any taxes, fees, or assessments subject to Proposition 218; or (v) any stipulation to resolve litigation concerning groundwater rights within, or groundwater management for, the Basin. For these matters requiring special voting procedures, the matter may be approved on the first reading of the matter pursuant to a unanimous vote of all Directors; if unanimity is not obtained on the first reading of a matter, the Board shall continue a final vote on the matter for a second reading at the next regular meeting of the Board, unless the Board votes to continue the second reading of the matter to another regular or special meeting of the Board; the matter may be approved on the second reading of the matter by the affirmative vote of a minimum of three (3) Directors, if, and only if, at least one (1) of the affirmative votes is by the City of San Buenaventura’s Director or the Agricultural Stakeholder Director.
Affirmative Decisions of the Board of Directors. Except as otherwise specified in this Agreement, all affirmative decisions of the Board of Directors shall require the affirmative vote of a simple majority of all appointed Directors participating in voting on a matter of Agency business, provided that if a Director is disqualified from voting on a matter before the Board because of a conflict of interest, that Director shall be excluded from the calculation of the total number of Directors that constitute a majority. Notwithstanding the foregoing, a unanimous vote of all Member Directors participating in voting shall be required to approve any of the following: (i) any expenditure that is estimated to cost $50,000 or more; (ii) the annual budget; (iii) the GSP for the Basin or any amendment thereto; (iv) the levying of assessments or fees; (v) issuance of indebtedness; or (vi) any stipulation to resolve litigation concerning groundwater rights within or groundwater management for the Basin.
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Related to Affirmative Decisions of the Board of Directors

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

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