Informal Action by Board Members Sample Clauses

Informal Action by Board Members. Any action required to be taken at a meeting of the Policy Board, or any other action which may be taken at a meeting of the Policy Board, may be taken without a meeting if all Policy Board Members consent to taking such action without a meeting. If all Policy Board Members consent to taking such action without a meeting, the affirmative vote of a majority of the Policy Board Members is the act of the Policy Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Policy Board Member, indicating each signing Policy Board Member's vote or abstention on the action, and shall be included in the minutes or filed with the Policy Board records reflecting the action taken. 9.1 TOC PLAN 6.9.1 1 EXHIBIT 8.1.8(d) EXCLUDED EXPENSES Excluded Expenses include, but are not limited to the following items: a. Accounting, legal and other professional fees attributed to TOC or to Physician Employees; provided, however, legal and accounting expenses incurred in the ordinary course of TOC's business, approved by the Policy Board will be Clinic Expenses. b. Contribution expenses, cash or non-cash, which include, but are not limited to costs of sponsoring sports teams, political contributions, unapproved marketing expenses, and contributions to hospitals and staff. c. Automobile expenses including payments, repairs and maintenance, mileage, depreciation, etc. d. Entertainment expenses of any kind. e. Physician benefits for Physician Owners including insurance (health, life [except to the extent allowed under Section 8.1.3(f)], dental, disability [except to the extent allowed under Section 8.1.3
Sample 1
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Informal Action by Board Members. Any action required to be taken at a meeting of the Policy Board, or any other action which may be taken at a meeting of the Policy Board, may be taken without a meeting if all Policy Board Members consent to taking such action without a meeting. If all Policy Board Members consent to taking such action without a meeting, the affirmative vote of a majority of the Policy Board Members is the act of the Policy Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Policy Board Member, indicating each signing Policy Board Member's vote or abstention on the action, and shall be included in the minutes or filed with the Policy Board records reflecting the action taken. 9.1 VERO II PLAN 6.9.1 1 EXHIBIT 8.1.8(d) EXCLUDED EXPENSES Excluded Expenses include, but are not limited to the following items: a. Accounting, legal and other professional fees attributed to VERO II or to Physician Employees; provided, however, legal and accounting expenses incurred in the ordinary course of VERO II's business, approved by the Policy Board will be Clinic Expenses. b. Contribution expenses, cash or non-cash, which include, but are not limited to costs of sponsoring sports teams, political contributions, unapproved marketing expenses, and contributions to hospitals and staff. c. Automobile expenses including payments, repairs and maintenance, mileage, depreciation, etc. d. Entertainment expenses of any kind. e. Physician benefits including insurance (health, life (except to the extent allowed under Section 8.1.3(f)), dental, disability (except to the extent allowed under Section 8.1.3(f)), etc., but not including malpractice insurance), vacation time, sick time, paid leave of absence, contributions to and administration of physician retirement plans (pension, 401(k), XXX, others), etc. f. Employment tax expenses including Federal and State Unemployment taxes, FICA taxes, Medicare taxes, etc. g. Home office expenses including the acquisition costs, depreciation, repairs and maintenance, and ongoing operating expenses of: computers, software, copying machines, fax machines, telephones and telephone lines, cellular telephones, etc.; and the costs of having an office in one's home including allocated rent, utility and depreciation expenses.
Sample 1
Informal Action by Board Members. Any action required to be taken at a meeting of the Policy Board, or any other action which may be taken at a meeting of the Policy Board, may be taken without a meeting if all Policy Board Members consent to taking such action without a meeting. If all Policy Board Members consent to taking such action without a meeting, the affirmative vote of a majority of the Policy Board Members is the act of the Policy Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Policy Board Member, indicating each signing Policy Board Member's vote or abstention on the action, and shall be included in the minutes or filed with the Policy Board records reflecting the action taken.
Sample 1

Related to Informal Action by Board Members

  • INFORMAL ACTION BY MEMBERS Any action required to be taken at a meeting of the 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 Members 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 Members entitled to vote thereon were present and voted with respect to the subject matter thereof.

  • ACTION BY BOARD Approved Recommendation(s) Above & Awarded Meeting Date: August 12, 2014

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Composition of Board of Arbitration When either party requests that a grievance be submitted to arbitration, the request shall be made by registered mail addressed to the other party of the Agreement, indicating the name of its nominee on an Arbitration Board. Within five (5) days thereafter, the other party shall answer by registered mail indicating the name and address of its appointee to the Arbitration Board. The two appointees shall select an impartial chairperson.

  • CONTROL BY BOARD As is the case with respect to the Adviser under the Investment Advisory Agreement, any investment activities undertaken by the Sub-Adviser pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Funds, shall at all times be subject to the direction and control the Trust's Board.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • INFORMATION REQUESTED BY BOARD OF DIRECTORS LIFE COMPANY and AVIF (or its investment adviser) will at least annually submit to the Board of Directors of AVIF such reports, materials or data as the Board of Directors may reasonably request so that the Board of Directors may fully carry out the obligations imposed upon it by the provisions hereof or any exemptive order granted by the SEC to permit Mixed and Shared Funding, and said reports, materials and data will be submitted at any reasonable time deemed appropriate by the Board of Directors. All reports received by the Board of Directors of potential or existing conflicts, and all Board of Directors actions with regard to determining the existence of a conflict, notifying Participating Insurance Companies and Participating Plans of a conflict, and determining whether any proposed action adequately remedies a conflict, will be properly recorded in the minutes of the Board of Directors or other appropriate records, and such minutes or other records will be made available to the SEC upon request.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Members expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets. (b) If the Advisory Board determines that any member of the Advisory Boards interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managing Member in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise. (c) The members of the Advisory Board shall not be entitled to compensation by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board), provided, however, the Company or any applicable Series shall reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon the Managing Members instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates. (d) The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.

  • 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.

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

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