Common use of Management Committee Meetings Clause in Contracts

Management Committee Meetings. (a) The Management Committee shall hold regular meetings (at least quarterly) as such time and place as shall be determined by the Management Committee (or by the Chairman). Special meetings of the Management Committee may be called at any time by any Director by delivering the notice as provided in Sub-section (g) below. (b) The Chairman of the Management Committee shall be a Director who is appointed by the Management Committee from time to time. The Chairman shall establish the agendas for, and regulate the proceedings, of the Management Committee, but must include on such agendas matters requested by any Director in writing received at least two business days prior to the meeting. (c) Directors may participate in a meeting of the Management Committee by conference telephone or similar communications equipment by means of which all Persons participating in the meetings can hear each other, and such participation shall constitute presence in person or at such a meeting. (d) Any action required or permitted to be taken at any meeting of the Management Committee may be taken without a meeting upon the written consent of the number of Directors required to approve the actions contained in such consent (in accordance with Section 4.4). Such written consent or consents shall be filed with the minutes of the proceedings of the Management Committee and shall have the same force and effect as a vote of the Directors required to approve the actions contained in such consent (in accordance with Section 4.4). (e) The Management Committee shall appoint a Secretary from time to time. The Secretary shall keep written minutes of all Management Committee meetings and written consents, a copy of which meetings shall be provided to each Director. (f) The Directors shall have the right to designate an alternate to attend meetings of the Management Committee, instead and in place of such Director, and to exercise all of the functions of such Director. Any such alternate shall be an officer or employee of a Partner or of an Affiliate thereof. Any such alternate shall be deemed to be a Director for all purposes hereunder until such designation is revoked. (g) Notice of each regular meeting and each special meeting of the Management Committee shall be given to each Director at least three business days before such meeting. Notices of special meetings shall contain a description, in reasonable detail, of the items of business to be conducted at such meeting and no business other than those items (unless expressly agreed to by the Director representing the Partner who did not call that special meeting) may be conducted at such special meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement. All such waivers, consents and approvals shall be filed with the Joint Venture's records and made a part of the minutes of the meeting.

Management Committee Meetings. (a) The Management Committee shall hold regular 8.2.1 Regular meetings (at least quarterly) as such time and place as shall be determined by the Management Committee (or by the Chairman). Special meetings of the Management Committee may be called at any time by any Director by delivering the notice as provided in Sub-section (g) below. (b) The Chairman of the Management Committee shall be held monthly (or more frequently when requested by a Director who is appointed Member upon three (3) Business Days' advance notice to the other Members and the Committee Members), at a location designated by the Management Committee from time to time. The Chairman shall establish the agendas forCommittee; provided, and regulate the proceedingsthat, of the Management Committee, but must include on such agendas matters requested by any Director in writing received at least two business days prior to the meeting. (c) Directors may participate in a meeting of the Management Committee by conference telephone or similar communications equipment by means of which all Persons participating in the meetings can hear each other, and such participation shall constitute presence in person or at such a meeting. (d) Any action required or permitted to be taken at any meeting of the Management Committee may be taken without conducted by telephone conference. Hammes, as a Managing Xxxxxr, shall (and if Hammes fails to do so, XXXX may) circulate an agenda for each meeting upon to the written consent of the number of Directors required Committee Members at least seventy-two (72) hours prior to approve the actions contained in such consent (in accordance with Section 4.4). Such written consent or consents shall be filed with the minutes of the proceedings each meeting of the Management Committee. The presence (in person, telephonically or by proxy) of at least three (3) Committee Members, at least one (1) of whom is a designee of RSVP, at least one (1) of whom is a designee of Hammes, and at least xxx (0) of whom is a designee of SunBridge, shall have (except as provided below) be required for the same force and effect as a vote transaction of business at each meeting. Approval of the Directors required Committee Members at a meeting shall only occur when a majority of those Committee Members present vote to approve (or consent to the actions contained in approval of) the subject of such vote (including therein the affirmative vote or consent (in accordance of at least one RSVP Committee Member with Section 4.4respect to Major Decisions). (e) The Management . Committee shall appoint Members may Approve a Secretary from time to time. The Secretary shall keep written minutes Major Decision notwithstanding the absence of all Management Committee meetings and written consents, a copy of which meetings shall be provided to each Director. (f) The Directors shall have the right to designate an alternate to attend meetings quorum at a meeting of the Management Committee, instead and in place provided: (a) such Approval includes the affirmative vote or consent of at least one RSVP Committee Member; (b) notice of such Director, and to exercise all meeting (including therein notice of the functions proposed Major Decision) has been given to all Members and Committee Members in the manner set forth above; and (c) notice of such Directorproposed Major Decision had previously been included in a notice of a prior meeting of the Management Committee held or originally scheduled to be held not less than 10 nor more than 60 Business Days prior to the meeting at which Approval with respect to a Major Decision is taken notwithstanding the absence of a quorum.. Approval with respect to Major Capital Decisions shall require only the affirmative vote or consent of one or more RSVP Committee Members, who may Approve a Major Capital Decision notwithstanding the absence of a quorum at a meeting of the Management Committee, provided: (a) notice of such meeting (including therein notice of the proposed Major Capital Decision) has been given to all Members and Committee Members in the manner set forth above; and (b) notice of such proposed Major Capital Decision had previously been included in a notice of a prior meeting of the Management Committee held or originally scheduled to be held not less than 10 nor more than 60 Business Days prior to the meeting at which Approval with respect to a Major Capital Decision is taken notwithstanding the absence of a quorum. Any such alternate Minutes of each Management Committee meeting shall be an officer or employee kept and circulated to each Member and each Member's designees to the Management Committee within ten (10) Business Days of a Partner or of an Affiliate thereofthe actual meeting. Any such alternate shall be deemed to be a Director for all purposes hereunder until such designation is revoked. (g) Notice The minutes of each regular meeting and each special meeting of the Management Committee shall be given to each Director reviewed and modified, as necessary, and approved at least three business days before such meeting. Notices of special meetings shall contain a description, in reasonable detail, the subsequent meeting of the items Management Committee. 8.2.2 The Members and their designees to the Management Committee shall each use their reasonable best efforts to reach a consensus on all matters within the framework of business the regular Management Committee meetings, and each shall cooperate in encouraging frequent and detailed dialogue and communication among the Members. RSVP shall consult with the Committee Members prior to be conducted at such meeting and no business other than those items (unless expressly agreed to by the Director representing the Partner who did not call that special meeting) may be conducted at such special meeting. Notice of a meeting need not be given giving Approval with respect to any Director who signs a waiver of notice or a consent Major Capital Decision not previously presented to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement. All such waivers, consents and approvals shall be filed with the Joint Venture's records and made a part of the minutes of the meetingManagement Committee for consideration.

Management Committee Meetings. (a) The Management Committee shall hold regular meetings (at least quarterlymonthly) as at such time and place as shall be determined by the Management Committee (or by the ChairmanCEO). Special meetings of the Management Committee may be called at any time by any Director by delivering the notice as provided in Sub-section Subsection (g) below. (b) The Chairman of the Management Committee shall be a Director who is appointed by the Management Committee from time to time. The Chairman shall establish the agendas for, and regulate the proceedings, of the Management Committee, but must include on such agendas matters requested by any Director in writing received at least two business days prior to the meeting. (c) Directors may participate in a meeting of the Management Committee by conference telephone or similar communications equipment by means of which all Persons participating in the meetings can hear each other, and such participation shall constitute presence in person or at such a meeting. (d) Any action required or permitted to be taken at any meeting of the Management Committee may be taken without a meeting upon the unanimous written consent of the number of Directors required to approve the actions contained in such consent (in accordance with Section 4.4)Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Management Committee and shall have the same force and effect as a vote of the Directors required to approve the actions contained in such consent (in accordance with Section Article 4.4). (e) The Management Committee shall appoint a Secretary from time to time. The Secretary shall keep written minutes of all Management Committee meetings and written consents, a copy of which meetings shall be provided to each Director. (f) The Management Committee shall appoint such other officers as it deems appropriate. Such additional officers may or may not be employees of either Commodore or Proturo. (g) The Directors shall have the right to designate an alternate to attend meetings of the Management Committee, instead and in place of such Director, and to exercise all of the functions of such Director. Any such alternate shall be an officer or employee of a Partner Member or of an Affiliate thereof. Any such alternate shall be deemed to be a Director for all purposes hereunder until such designation is revoked. (gh) Notice of each regular meeting and each special meeting of the Management Committee shall be given to each Director at least three business days before such meeting. Notices of special meetings shall contain a description, in reasonable detail, of the items of business to be conducted at such meeting and no business other than those items (unless expressly agreed to by the Director representing the Partner Member who did not call that special meeting) may be conducted at such special meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement. All such waivers, consents and approvals shall be filed with the Joint Venture's records and made a part of the minutes of the meeting.