Board Votes Clause Samples
The 'Board votes' clause defines the procedures and requirements for how decisions are made by a company's board of directors. Typically, it outlines the voting process, such as the number of votes needed to pass a resolution, whether a simple majority or a supermajority is required, and how votes are cast (in person, by proxy, or electronically). For example, it may specify that certain major decisions, like mergers or acquisitions, require a higher threshold of approval. This clause ensures that the decision-making process at the board level is transparent, orderly, and consistent, thereby reducing the risk of disputes and ensuring that significant actions reflect the collective will of the board.
Board Votes. In order for any vote, other than elections of Board members, to be binding a quorum of a simple majority of eligible voting members is required. Two-thirds of eligible voting members must be present in order for elections to be valid. Unless otherwise specific in this Operations Manual, the act of a majority of eligible voting board members shall be considered an act by the entire Board of Directors. The President of PSB shall vote only in the case of a tie vote. Any Board member holding more than one Board position shall be entitled to only one vote. If the President holds more than one Board position, he or she shall only vote in case of a tie vote. A Board vote shall be necessary to approve any expenditure of $200 or more. If he or she deems it necessary, the Treasurer may ask for Board approval of expenditures under this amount.
Board Votes. For so long as any Stockholder or Investor Group is entitled to designate one or more directors on the Board, each Stockholder agrees to cause its (or its Investor Group's) designees on the Board to cast their votes as directors with respect to any of the matters described in Section 2.01 above in a manner consistent with the agreements set forth in Section 2.01 above; provided, that nothing in this Voting Agreement shall be deemed to require a director to take any action, or refrain from acting, in a manner inconsistent with such director's fiduciary duties under Delaware law.
Board Votes. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. Each of the Company Stockholders hereby grants to the Board, in the event that such Company Stockholder fails to vote its shares of the capital stock of the Company as required by Sections 2.1 and 3.4 of this Agreement, a proxy coupled with an interest in all shares of the capital stock of the Company beneficially owned by such Company Stockholder, which proxy is irrevocable until this Agreement terminates pursuant to its terms or this Section 5.1 is amended to remove such grant of proxy in accordance with Section 7.5 of this Agreement.
Board Votes. That the financial and capital plan be approved by sufficient municipalities representing 75% of financial contributions and three municipality members required and that all other decisions be approved based on a majority vote.