Consent of Members in Lieu of Meeting Sample Clauses

Consent of Members in Lieu of Meeting. Any action that may be taken at any meeting of Members may be taken without a meeting by written consent of Members holding outstanding voting Membership Interests sufficient to approve such action were a meeting to be held.
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Consent of Members in Lieu of Meeting. Any action required or permitted to be taken at any Annual or special meeting of Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of Units having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Units entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or an Officer or agent of the Company having custody of the book in which proceedings of meetings of the Members are recorded. Delivery made to the Company’s registered office shall be by hand or by certified or registered mail, return receipt requested. In connection with the delivery of a written consent, each holder of Units shall be entitled to consent ratably in proportion to such holder’s Aggregate Unit Percentage on all matters upon which Members have the right to vote as set forth in this Agreement and provided under the Act. Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the limited liability company action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 3.3(i) to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or an Officer or agent of the Company having custody of the book in which proceedings of meetings of the Members are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the limited liability company action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a ...
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Consent of Members in Lieu of Meeting. To the fullest extent permitted by the Act, whenever the vote of the Members at a meeting thereof is required or permitted to be taken for or in connection with any action, such action may be taken without a meeting, without prior notice, and without a vote of Members, if a consent or consents in writing, setting forth the action so taken, shall be signed by Members whose vote would have been sufficient to take such action at a meeting and shall be delivered to the Company by delivery to its registered office or principal place of business in the Commonwealth of Virginia, or to the Manager or other duly appointed agent or representative of the Company having custody of the book in which proceedings of meetings of Members are recorded.
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Consent of Members in Lieu of Meeting. Whenever the vote of the Members at a meeting thereof is required or permitted to be taken for or in connection with any action, such action may be taken without a meeting, without prior notice and without a vote of Members, if the holders of outstanding units of voting Membership Interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all units of Membership Interests entitled to vote thereon were present and voted shall consent in writing to such corporate action being taken. Prompt notice of the taking of such action without a meeting by less than unanimous written consent shall be given to those Members who have not so consented in writing.
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Consent of Members in Lieu of Meeting. Unless otherwise provided in this Agreement or by law, any action which may be taken at any meeting of Members of the LLC may be taken without a meeting, without prior notice, and without a vote if a written consent, setting forth the action so taken, is signed in person, by proxy, or by facsimile signature by Eighty Percent (80%) of the Members' Units entitled to vote thereon. Such consent shall be delivered to the LLC by delivery to the Manager and shall be filed with the minutes of the meetings of Members in the records of the LLC. Facsimile signatures shall be deemed originals for purposes of this Section 3.8. Every written consent shall bear the signature of each Member who signs such consent and no written consent shall be effective to take the LLC action referred to therein unless within fifteen (15) days of the earliest consent delivered to the LLC in the manner required hereby written consents signed by the requisite number of Members are so delivered to the LLC.
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Consent of Members in Lieu of Meeting. Whenever the vote of Members at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of the applicable statutes, the Articles of Organization or this Operating Agreement the meeting and vote of Members may be dispensed with if all of the Members who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken. Any such writing may consist of several documents, in like form, each signed by one or more of the Members. Unless the contrary is stated therein, any such resolution or decision shall be deemed to have been passed on the date of the last signature by the Members signing such writing. A facsimile copy of the writing signed by a Member shall be acceptable evidence that such writing has been signed by the Member whose signature appears on it, provided that the original, copy shall thereafter be lodged with the records of the Company.
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Consent of Members in Lieu of Meeting. Any action that may be taken at any meeting of Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by Members having not less than the total number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Members owning Voting Units were present and entitled to vote. Notice of the taking of such action without a meeting need not be given to a Member who did not sign a consent. Unless stated otherwise in the consent, any action taken by consent of the Members shall be effective as of the date upon which the consent is executed by the requisite number of Members.
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Consent of Members in Lieu of Meeting. (a) Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting it prior or subsequent to the action, a consent or consents in writing thereto by all of the Members who would be entitled to vote at a meeting for such purpose shall be filed with the minutes of the proceedings of the Members. (b) Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting upon the written consent of Member(s) who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all Members entitled to vote thereon were present and voting. `The consent(s) shall be filed with the minutes of the proceedings of the Members. The action shall not become effective until after at least ten days' written notice of the action has been given to each Member entitled to vote thereon who has not consented thereto.
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Consent of Members in Lieu of Meeting. Unless otherwise provided in this Agreement or by law, any action which may be taken at any meeting of the Members may be taken without a meeting and without a vote if a written consent, setting forth the action so taken, is signed in person, by proxy, by email signature, or by facsimile signature by a Majority of the Members entitled to vote on such action, unless Approval of the Members entitled to vote on such action is required. If Approval of the Members is required, then such written consent shall be signed by the requisite number of Members constituting Approval of the Members. Such consent shall be delivered to the Company by delivery to the President (if there is a President, and if not, to the Manager or such other individual as the Manager may designate) and shall be filed with the minutes of the meetings of Members in the records of the Company. Facsimile signatures and email signatures shall be deemed originals for purposes of this Section 4.7. Every written consent shall bear the signature of each Member who signs such consent and no written consent shall be effective to take the Company action referred to therein unless, within fifteen (15) Business Days of the earliest consent delivered to the Company in the manner required hereby, written consents signed by the requisite number of Members are so delivered to the Company. On an action taken without a meeting by fewer than all of the Members (entitled to vote), Notice of the action must be given within ten (10) Business Days after the action was taken to those Members who did not consent in writing to the action or who were not entitled to vote on the action.
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Related to Consent of Members in Lieu of Meeting

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a special meeting or the written consent. (b) Except as provided in Section 14.3(d), the Merger Agreement shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement. (c) Except as provided in Section 14.3(d), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger pursuant to Section 14.4, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement. (d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, in its discretion, without Limited Partner approval, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity which shall be newly formed and shall have no assets, liabilities or operations at the time of such Merger other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the merger or conveyance, as the case may be, would not result in the loss of the limited liability of any Limited Partner or any Group Member or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the sole purpose of such merger or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the governing instruments of the new entity provide the Limited Partners and the General Partner with the same rights and obligations as are herein contained.

  • Action by Members Without a Meeting Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the Secretary or any Assistant Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.

  • Waiver of Notice; Approval of Meeting Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

  • Membership Meetings At the request of the Union the University agrees to grant a two (2) hour period twice a calendar year for purposes of a regular membership meeting. The University agrees to grant time off from work without loss of pay to those Employees regularly scheduled to work during that time.

  • Call of Meetings by Company or Holders In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided in Section 9.02.

  • Conduct of Meeting Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

  • Notice of Meeting The Trust will furnish to the Agents, at the same time as it is dispatched, a copy of notice of any meeting of the holders of Notes which is called to consider any matter which is material in the context of the Trust.

  • Minutes of Meeting Minutes of each meeting of the Committee shall be prepared and signed by the joint chairperson as promptly as possible after the close of the meeting. The Union and the Employer shall each receive two (2) signed copies of the minutes within one (1) week after they are prepared and signed.

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