Board Meetings and Resolutions Sample Clauses

Board Meetings and Resolutions. Subject to more restrictive mandatory requirements prescribed by applicable Law, if any, the Shareholders agree that: (i) ordinary meetings of the Board shall be held at least once every six months, on the same dates and, to the extent reasonably possible, immediately following the ordinary meetings of the board of directors of GCS; (ii) extraordinary meetings of the Board shall be held no less frequently than as required by applicable Law and, to the extent convenient, immediately following the extraordinary meetings of the board of directors of GCS; (iii) notice for each meeting of the Board shall include all detail required by applicable Law; (iv) a quorum for a meeting of the Board shall require the attendance in person or by telephone of at least the absolute majority of the Directors in office (which may include a corresponding Alternate Directors for each absent Director); (v) each of the Shareholders shall undertake all reasonable commercial efforts to ensure the attendance by the Directors it nominated, or such Director’s Alternate Director, as the case may be, to all the duly noticed meetings of the Board; (vi) meetings will be held in English and any communications, minutes or resolutions in respect of meetings will also be in English, to the extent permissible by Law; and (vii) in order to be validly adopted by the Board, resolutions shall require the affirmative vote of at least a majority of the Directors in attendance.
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Board Meetings and Resolutions. Subject to the requirements set forth in this Agreement, the Board will meet or otherwise take resolutions in the manner set forth in the Articles. All Board meetings will be conducted, and resolutions will be prepared, in English. A quorum for a meeting of the Board shall require the participation (whether in person or by telephone or video conference) of at least three (3) directors, including at least one (1) director nominated for election to the Board by TFS and one (1) director nominated for election to the Board by USSB, provided, however, that: (i) if a quorum is not present within thirty (30) minutes after the time set for such meeting, then the meeting shall stand adjourned to a date and time determined by the directors present, which shall be no later than five (5) business days from the date and time of the originally-scheduled meeting. The directors present shall promptly notify all directors of the date and time of such rescheduled meeting, and the participation of any two (2) directors, including at least one (1) director nominated for election to the Board by TFS, shall constitute a quorum at such rescheduled meeting; and (ii) if a quorum is not present within thirty (30) minutes after the time set for such rescheduled meeting, then the rescheduled meeting shall stand adjourned to a date and time determined by the directors present, which shall be no later than five (5) business days from the date and time of the rescheduled meeting. The directors present shall promptly provide final notice to all directors of the date and time of the proposed final rescheduled meeting, and the participation of any two (2) directors, including at least one (1) director nominated for election to the Board by TFS, shall constitute a quorum at such final rescheduled meeting; and (iii) if a quorum is not present within thirty (30) minutes after the time set for such final rescheduled meeting, then such failure to achieve a quorum at the final rescheduled meeting shall constitute an Option Event, as set forth in Section 8 below. Board resolutions may be adopted in the absence of a meeting by a written resolution signed by a majority of the members of the Board, provided, that such resolution has been circulated to all members of the Board, and subject to the restrictions contained in the following sentence. Board resolutions may be adopted by the affirmative vote of a majority of the directors participating in any vote, except that a super-majority vote may be r...
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Board Meetings and Resolutions. (a) The Board shall meet at such time or times and at such place or places as it may deem appropriate provided at least one meeting of the Board shall be held in each quarter. (b) The Secretary shall as and when directed by the Chairman and/or the MD or any Director call a meeting of the Board. Any Director may also request the Chairman to call a meeting of the Board. Notice of every Board meeting whether first convened or adjourned shall be sent to each Director and his alternate so as to be received ordinarily not less than 7 (seven) days before the day such meeting is scheduled to take place unless such notice is waived. (c) Except in emergent cases, (i) at least 7 (seven) days' written notice shall be given to all Directors for convening a Board meeting; and (ii) such notice shall be accompanied by an agenda of the matters to be discussed. In the event the Chairman, the MD or any Director (acting reasonably and in good faith) deems that circumstances exist which require a meeting to be convened at shorter notice, the Chairman on his own or at the request of such director direct the Secretary to call a meeting of the Board as aforesaid at shorter notice. (d) Subject to the provisions of the Companies Act and Clause 5, a resolution signed by a majority of the Directors for the time being shall be valid and effectual as if it is a resolution passed at a meeting of the Board of Directors duly convened and held. Any such resolution may be contained in a single document or may consist of several documents, all in like form. For the purposes of this Clause "in writing" and "signed" shall include approval by facsimile.
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Board Meetings and Resolutions. 9.1 Subject to Clause 7.22.6, at least 10 Working Days‟ written notice of any proposed meeting of the Board shall be given to each of the Directors and JVCo provided that a shorter period of notice may be given with the written approval of at least one Capco Director (if appointed) and at least one TfL Director (if appointed). Unless otherwise agreed by all of the Directors, each such notice shall specify the date, time and place of the meeting (the date and time to be convenient to all Directors, and unless otherwise agreed by all of the Directors, the meeting shall be held in London) and a Board pack containing the following information as a minimum: 9.1.1 meeting agenda to identify the matters to be discussed at the meeting together with such supporting documents as are reasonably necessary and to the extent available to enable the Directors to consider such matters; 9.1.2 a summary of the key terms of any material contract to be considered by the meeting; 9.1.3 budget and financial information in accordance with Clause 17; 9.1.4 an update of activities of JVCo and JVCo Subsidiaries (if any) against the Business Plan; 9.1.5 a forecast of projected activities and expenditure for the next Quarter against the Business Plan; 9.1.6 an update from the Funding Adviser(s) outlining the then current state of the funding market; and 9.1.7 an update from the Board's appointed property advisers outlining the then current state of the property market. 9.2 Unless otherwise agreed by the Board: 9.2.1 meetings of the Board shall be held not less than Quarterly and on a date during the week falling 6 weeks after the end of a Quarter agreed between a TfL Director (if appointed) and a Capco Director (if appointed) or on such other dates as a TfL Director (if appointed) and a Capco Director (if appointed) may agree; 9.2.2 the Business Manager will be responsible for circulating the Board packs for each Quarterly meeting of the Board; 9.2.3 a telephone conference call or video conference or a combination of the same, at which all participants are able to speak to and hear each of the other participants shall be valid as a Board meeting provided that at all times at that telephone or video conference (or combination as appropriate) a quorum of the Directors is able to so participate; 9.2.4 a resolution (which may be in counterparts) in writing (which includes email or other electronic format) signed by all the Directors (which, in respect of electronic resolutions shall be b...
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Board Meetings and Resolutions. Subject to more restrictive mandatory requirements prescribed by applicable Law, if any, the Shareholders agree that: (i) ordinary meetings of the Board shall be held at least once every six (6) months; (ii) extraordinary meetings of the Board shall be held no less frequently than as required by applicable the Law; (iii) in the event that one or more Directors requests a meeting of the Board, the chairman of the Board must call a meeting of the Board; (iv) notice for each meeting of the Board shall include all detail required by applicable Law; (v) a quorum for a meeting of the Board shall require the attendance in person or by telephone of at least one (1) Director representing each Shareholder who is entitled to appoint a Director in accordance with this Agreement (which may include a corresponding Alternate Directors for each absent Director); provided, that if a meeting of the Board is validly called and the Director appointed by the LGI Shareholder does not attend, any Director may initiate a second request for a meeting of the Board, and at such meeting a quorum shall be established by the attendance of the absolute majority of Directors in office (which may include a corresponding Alternate Directors for each absent Director); (vi) each of the Shareholders shall undertake all reasonable commercial efforts to ensure the attendance by the Directors it nominated, or such Director’s Alternate Director, as the case may be, to all the duly noticed meetings of the Board; (vii) meetings will be held in English and any communications, minutes or resolutions in respect of meetings will also be in English, to the extent not prohibited by Law; and (viii) subject to Section 4.02(a) and Section 4.05(b), in order to be validly adopted by the Board, resolutions shall require the affirmative vote of at least a majority of the Directors in attendance.
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Related to Board Meetings and Resolutions

  • GENERAL MEETINGS The Academy Trust shall hold an Annual General Meeting each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Academy Trust and that of the next. Provided that so long as the Academy Trust holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Governors shall appoint. All meetings other than Annual General Meetings shall be called General Meetings.

  • NOTICE OF GENERAL MEETINGS At least seven clear days’ notice in writing counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and the general nature of the business, shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • PROCEEDINGS AT GENERAL MEETINGS No business shall be transacted at any meeting unless a quorum is present. A Member counts towards the quorum by being present either in person or by proxy. Two persons entitled to vote upon the business to be transacted, each being a Member or a proxy of a Member or a duly authorised representative of a Member organisation shall constitute a quorum.

  • Faculty Meetings Principals shall have the authority to schedule necessary faculty meetings; however, such meetings shall be as brief and well planned as possible. Such meetings shall be used for purposes that cannot be accomplished effectively through other means. Faculty meetings shall be scheduled in a manner that impacts teacher planning time to the least degree possible. If more than one faculty meeting is held in a month, the purpose of the meeting shall be announced to the faculty in advance.

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

  • Board Meetings The Superintendent shall attend, and shall be permitted to attend, all meetings of the Board, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on the Superintendent's Contract, or the Superintendent's evaluation, or for purposes of resolving conflicts between individual Board members, or when the Board is acting in its capacity as a tribunal. In the event of illness or Board-approved absence, the Superintendent's designee shall attend such meetings.

  • Copies of Resolutions Copies of all proposed or adopted motions, briefs, resolutions, by- laws or rules and regulations by the Municipal, Regional, Provincial or Federal Government or their respective advisory committees which affect the members of this Union and/or the general provision of day care, received by either party shall be maintained in an open file to which the Employees have access.

  • Meetings of Directors The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

  • Corporate Resolutions Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

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