Common use of Inspectors of Elections; Opening and Closing the Polls Clause in Contracts

Inspectors of Elections; Opening and Closing the Polls. (a) If the Trust is not the sole owner of LLC Interests, the Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors shall not be directors, officers or employees of the Company, to act at the meeting and make a written report thereof. One or more individuals may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been so appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of Members, the Chairman of the Board shall appoint one or more inspectors to act at the meeting. Each such inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the General Corporation Law of the State of Delaware as if the Company were a Delaware corporation. (b) If the Trust is not the sole owner of LLC Interests, the Chairman of the Board shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at the meeting.

Appears in 3 contracts

Samples: Operating Agreement (Macquarie Infrastructure CO LLC), Operating Agreement (Macquarie Infrastructure CO Trust), Operating Agreement (Macquarie Infrastructure CO Trust)

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Inspectors of Elections; Opening and Closing the Polls. (a) If the Trust is not the sole owner of LLC Interests, the The Board of Directors by resolution shall may, and to the extent required by law, shall, in advance of any meeting of Members, appoint one or more inspectors, which inspector or inspectors shall not be directors, officers or employees of the Company, to act at the meeting and make a written report thereof. One or more individuals may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been so appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of Members, the Chairman of the Board shall appoint one or more inspectors to act at the meeting. Each such inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the General Corporation Law of the State of Delaware DGCL as if the Company were a Delaware corporation. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors. (b) If the Trust is not the sole owner of LLC Interests, the The Chairman of the Board shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at the meeting.

Appears in 2 contracts

Samples: Operating Agreement (1847 Holdings LLC), Operating Agreement (Atlas Industries Holdings LLC)

Inspectors of Elections; Opening and Closing the Polls. (a) If the Trust is not the sole owner of LLC Interests, the Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors shall may not be directors, officers or employees of the Company, to act at the meeting and make a written report thereof. One or more individuals may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been so appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of Members, the Chairman of the Board shall appoint one or more inspectors to act at the meeting. Each such inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the General Corporation Law of the State of Delaware as if the Company were a Delaware corporation. (b) If the Trust is not the sole owner of LLC Interests, the Chairman of the Board shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at the meeting.

Appears in 1 contract

Samples: Operating Agreement (Macquarie Infrastructure Assets Trust)

Inspectors of Elections; Opening and Closing the Polls. ‌‌ (a) If the Trust is not the sole owner of LLC Interests, the The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors shall not be directorsDirectors, officers Officers or employees of the Company, to act at the meeting and make a written report thereof. One or more individuals may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been so appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of MembersUnitholders, the Chairman of the Board shall appoint one or more inspectors to act at the meeting. Each such inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the General Corporation Law of the State of Delaware as if the Company were a Delaware corporation. (b) If The inspector(s) shall (i) ascertain the Trust is not number of Outstanding Units and the sole owner voting power of LLC Interestseach, (ii) determine the Chairman Units represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the Board shall fix disposition of any challenges made to any determination by the inspector(s), and announce (v) certify their determination of the number of Units represented at the meeting and their count of all votes and ballots. The inspector(s) sha l have the date and time other duties prescribed by Section 231 of the opening DGCL, which shall apply as if the inspector(s) were inspector(s) appointed by a Delaware corporation. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and the closing of the polls for each matter upon which the Members will vote at the meeting.as expeditiously as is practical. If there are three

Appears in 1 contract

Samples: Limited Liability Company Agreement

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Inspectors of Elections; Opening and Closing the Polls. (a) If the Trust is not the sole owner Prior to any meeting of LLC Interestsstockholders, the Board of Directors, the Chairman of the Board of Directors, the Deputy Chairman of the Board of Directors, the Chief Executive Officer or the Deputy Chief Executive Officer or any other officer designated by the Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors who shall not be directors, officers or employees have the powers and duties set forth in Section 231 of the CompanyDGCL as currently in effect or as the same may hereafter be amended or replaced, which inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the such meeting and make a written report thereof. One thereof and may designate one or more individuals may be designated persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been so appointed to act, act or if all inspectors or alternates who have been appointed are unable is able to act, act at a meeting of Membersstockholders, the Chairman chairman of the Board meeting shall appoint one or more inspectors to act at the meeting. Each such inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the General Corporation Law law. The chairman of the State of Delaware as if the Company were a Delaware corporation. (b) If the Trust is not the sole owner of LLC Interests, the Chairman of the Board meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the Members stockholders will vote at the a meeting.

Appears in 1 contract

Samples: Combination Agreement (NYSE Group, Inc.)

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