Common use of Duties and Powers of Secretary Clause in Contracts

Duties and Powers of Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of Managers. The Secretary shall have custody of the seal, if any, and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company, a register, or a duplicate register, showing the names of all Members and their addresses, the number and class of their Units, their Percentage Interests and their Capital Account balance. The Secretary shall also keep all documents described in Section 8.1 and such other documents as may be required under the Act. The Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of Managers. The Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

Appears in 2 contracts

Samples: Operating Agreement (ALST Casino Holdco, LLC), Operating Agreement (ALST Casino Holdco, LLC)

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Duties and Powers of Secretary. The Secretary secretary shall attend all meetings of the Board Members and, upon election of Managers and all the Managers, the meetings of the MembersManagers (if any), and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of Managers. The Secretary secretary shall have custody of the seal, if any, and the Secretary secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey may give general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Managers, a register, or a duplicate register, showing the names of all Members and their addresses, the number and class of their Units, their Percentage Interests and their Capital Account balanceUnits and Percentage Interests. The Secretary secretary shall also keep all documents described in Section 8.1 9.1 and such other documents as may be required under the Act. The Secretary secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of Managers. The Secretary secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

Appears in 2 contracts

Samples: Operating Agreement (Atwood Minerals & Mining CORP.), Operating Agreement (Atwood Minerals & Mining CORP.)

Duties and Powers of Secretary. 6.9.7.1 The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and all meetings of the Board of Managers Directors and shall perform such other duties as may be prescribed determined by the Board of ManagersDirectors. The Secretary shall have custody of the seal, if any, and the Secretary shall have authority to affix the same to any instrument requiring requiting it, and when so affixed, it may be attested by his or her the Secretary's signature. The Board of Managers may, in lieu of a Secretary, convey Directors may give general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. . 6.9.7.2 The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company's transfer agent or registrar, as determined by resolution of the Directors, a register, or a duplicate register, showing the names of all Members and their addresses, the number addresses and class of their Units, their Percentage Interests and their Capital Account balanceInterests. The Secretary shall also keep all documents described in Section 8.1 9.1 and such other documents as may be required under the Act. The Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of ManagersDirectors. The Secretary shall have the general duties, powers and responsibilities of a secretary of a Delaware general corporation.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Altera Corp), Limited Liability Company Agreement (Integrated Silicon Solution Inc)

Duties and Powers of Secretary. The Secretary secretary shall attend all meetings of the Board of Managers and all meetings of the MembersMember, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers Member and shall perform such other duties as may be prescribed by the Board of ManagersMember. The Secretary secretary shall have custody of the seal, if any, and the Secretary secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey Member may give general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company's transfer agent or registrar, as determined by resolution of the Member, a register, or a duplicate register, showing the names name of all Members the Member and their addresses, the number and class of their Units, their Percentage Interests and their Capital Account balanceits address. The Secretary secretary shall also keep all documents described in Section 8.1 this Agreement and such other documents as may be required under the Act. The Secretary secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of ManagersMember. The Secretary secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. The Member hereby appoints ______________ as Secretary of the Company.

Appears in 1 contract

Samples: Company Agreement (Behringer Harvard Mid Term Value Enhancement Fund I Lp)

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Duties and Powers of Secretary. The Secretary secretary shall attend all meetings of the Board Members and, upon election of Managers and all the Manager, the meetings of the MembersManager (if any), and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of ManagersManager. The Secretary secretary shall have custody of the seal, if any, and the Secretary secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey Manager may give general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company's transfer agent or registrar, as determined by resolution of the Manager, a register, or a duplicate register, showing the names of all Members and their addresses, the number and class of their Units, their Percentage Interests and their Capital Account balanceInterests. The Secretary secretary shall also keep all documents described in Section 8.1 9.1 and such other documents as may be required under the Act. The Secretary secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of ManagersManager. The Secretary secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. Chris Dunford shall be the initial secretary.

Appears in 1 contract

Samples: Operating Agreement (Global Resource CORP)

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