Board Voting. On all matters requiring the vote or action of the Board, each Director shall be entitled to one vote, and, except as otherwise provided in this Agreement, all actions undertaken by the Board must be authorized by the affirmative vote of at least a majority of Directors. All actions undertaken by the Special Committee must be authorized by the affirmative vote of at least a majority of the Directors on the Special Committee.
Board Voting. All actions of the Board of Directors shall be by majority vote of those directors present at a meeting.
Board Voting. 4 2.2 Chairmen..........................................................................6 2.3 Removal...........................................................................6 2.4 Vacancy...........................................................................6 2.5 Independence......................................................................6 2.6
Board Voting. Until such time as the Stockholders together own less than 30% of the outstanding Common Stock on a Fully Diluted Basis (the "Expiration Date"), the Company and each Stockholder agrees to take any and all action necessary, including, without limitation, the voting of all of its Common Stock, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies in directorships on the Board, the waiving of notice, the attendance of meetings and the amendment of the Certificate of Incorporation or the Bylaws, so as to:
(a) cause the Board to consist of up to eleven (11) directors composed of the following Persons:
(i) up to six (6) Persons designated by Brera (the "Brera Directors");
(ii) the chief executive officer of the Company, initially Belixxx xxx so long as he is employed by the Company, and two other individuals selected by the Investor Majority, provided that Seach shall hold one board seat, for so long as he is employed by the Company, and the Current Investor Director shall hold the other board seat until the Investor Majority decides otherwise (the "Investor Directors"); and
(iii) two (2) Independent Directors (as defined pursuant to Rule 4200 of the Marketplace Rules of the National Association of Securities Dealers, Inc. or any successor provision thereto, the "Independent Directors"), which shall be designated by a majority vote of the Board.
(b) cause the Board to be divided into three classes as follows:
(i) one class (the "Class I Directors") to consist of up to two (2) Brera Directors and one (1) Investor Director to serve until the first annual meeting of the Company following the Closing and thereafter for additional terms of three years;
(ii) one class (the "Class II Directors") to consist of up to two (2) Brera Directors, one (1) Investor Director and one (1) Independent Director to serve until the second annual meeting of the Company following the Closing and thereafter for additional terms of three years; and
(iii) one class (the "Class III Directors") to consist of up to two (2) Brera Directors, one (1) Investor Director and one (1) Independent Director, to serve until the third annual
Board Voting. Resolutions of the board of directors shall be adopted by a majority vote (whether present in person or by proxy) at a duly convened meeting. However the following actions, because of their potentially substantial and material impact on the interests and investments of the stock holders may not be taken without at least one representative from party A and one representative of party B being recorded in the majority vote.
(a) Amendment of articles of association
(b) Increase, reduction or assignment of registered capital and the adjustment of each party’s share of interest in the registered capital of the company.
(c) Merger or consolidation of the company with ant other economic organization or reorganization of the company; and, extension, termination, liquidation, or dissolution of the company.
(d) Approval of any change in the scope of the business of the company, outside the normal course of business.
(e) Transfer,sale,lease,or other manner of disposition of the business or assets of the company, in whole or in part, the acquisition of businesses or assets of any other company or entity or the making of investments that is not expected to be undertaken in the ordinary course of business.
(f) The partners expect that profits will be retained by the JV to grow the business; however after a period of sustained profitability the partners expect a pay out ratio of profits to be in the 50% range. For any declaration of dividends in excess of 70% of prior year’s earnings the majority vote must include one representative from each of party A and party B.
(g) Determination of the amounts to be allocated to each of the Three funds
(h) Pledge or encumber the assets of the corporation (i.e. the granting of security interest of the company )
(i) Approve or implement capital expenditures which are not provided for in the annual business plan or exceed by 25% the capital expenditure budget of the annual business plan.
(j) The partners agree that the board will manage the operating budget of the annual business plan of the company, and implement revisions as they may occur from time to time. However, if any such revision results are outside the ordinary course of business, as defined by in a variation by more than 35% of operating profit or more that $500k of reduced cash flow then the majority shall include one representative from each of party A and B.
(k) Change legal counsel representing the company; or, to appoint or change the independent auditor of the company....
Board Voting. Each Manager present at any meeting of the Board (whether in person, telephonically or otherwise) or each Manager signing any written resolution or consent of the Board or authorizing any other action of the Board shall have the right to exercise one (1) vote in the aggregate at any such meeting or in respect of such resolution, consent or action. Except as otherwise stated in this Agreement, decisions of the Board shall be made by a majority of the votes cast.
Board Voting. On all matters requiring the vote or action of the Board, each Manager shall be entitled to one vote, and all actions undertaken by the Board must be authorized by the affirmative vote of at least a majority of Managers at any meeting at which a quorum is present; provided, however, that the actions specified in Sections 5.11 and Section 5.12 shall require only the determinations of the Managers specified therein and a quorum shall be deemed to exist with the presence of solely the Managers specified therein.
Board Voting. In general, as described below in Section 3.8.1, action by the Board will be taken solely by a majority vote of the Directors present. However, as described below in Section 3.8.2, upon request of a Director, a weighted vote by shares will also be conducted.
Board Voting. The decisions by the Board shall be decided by a simple majority vote other than in relation to a Reserved Matter. Each Director shall have 1 (one) vote.
Board Voting. Each Board member including the Chair shall have one (1) equal vote. The Chair does not receive any additional vote(s). If a Board member cannot attend a meeting, or has resigned their position, their Designated Alternate will have one (1) vote in their absence. A Board member and their Designated Alternate may not both vote on the same decision.
