Manner of Acting and Quorum Sample Clauses

Manner of Acting and Quorum. Provided there is a quorum present at the meeting, and except as specified elsewhere herein, the Governing Board shall act by vote of a majority of the Representatives present at the time of the vote. Unless altered by the Governing Board in accordance with this Agreement, each member municipality and county shall be entitled to select one Representative whose vote shall be equal in weight to the Representative of any other member municipality and county, except as expressly set forth in the succeeding paragraphs. Representatives may participate in meetings remotely in accordance with the regulations of the Office of the Attorney General governing remote participation, 940 C.M.R. 29.10. A quorum shall be deemed present if the combined population of the towns whose Representatives are present at a meeting is at least equal to 50% of the combined population of all of the member municipalities of the Compact; and provided further, that at least one Representative from one of the Towns in Xxxxx County or Xxxxx County and at least two-thirds of the Representatives for Barnstable County and the member municipalities of Barnstable County are physically present or participating remotely in accordance with 940 C.M.R. 29.10. In accordance with 940 C.M.R. 29.10 and the Open Meeting Law, M.G.L. c. 30A, §§ 18-25, a simple majority of the members of the public body must be physically present. While a quorum is present, unless another provision is made by law, this Agreement or by the Compact’s own rules, all business shall be determined by a majority vote of all participating members. Notwithstanding the foregoing, any vote involving a matter concerning issues which would or could bear in a direct and material fashion on the financial interests of the member municipalities shall be taken by a weighted vote in which the vote of each Representative shall be weighted in the same proportion as the population of the municipality such Representative represents bears to the whole population of the member municipalities of the Compact, such population as determined, in the case of Barnstable County, by the most recent federal census, or decennial census, and, in the case of Xxxxx County, by the most recent data available from the Martha’s Vineyard Commission. In case of a dispute as to whether a vote shall be taken on a weighted basis as set forth in this paragraph or on a one town, one vote basis as set forth in the preceding paragraph of this subsection, the determination sha...
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Manner of Acting and Quorum. Except as otherwise provided in this Agreement or the Delaware Act, the presence of a majority of the members of the Investment Committee shall be required to constitute a quorum for the transaction of business at any meeting of the Investment Committee. The Investment Committee members shall act only as an Investment Committee, and the individual members shall have no power as such. Each member shall have one vote. All matters shall be deemed approved by the Investment Committee at any meeting duly called and held, a quorum being present, by the affirmative vote of a majority of the authorized number of members of the Investment Committee.
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Manner of Acting and Quorum. Except as otherwise provided in this Agreement or the Act, the presence of at least a majority of all Managers shall be required to constitute a quorum for the transaction of business at any meeting of the Board. The Board shall act only as a Board, and the individual Managers shall have no power to act on behalf of or bind the Company in their capacity as a Manager (except for certain limited circumstances expressly provided herein). All matters shall be deemed approved by the Board at any meeting duly called and held, a quorum being present, by the affirmative vote of a majority of the members of the Board then present.
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Manner of Acting and Quorum. Except as otherwise provided in this Agreement or the Delaware Act, the presence of a majority of the authorized number of Board members shall be required to constitute a quorum for the transaction of business at any meeting of the Board. In the absence of a quorum, a majority of Board members present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The Board members shall act only as a Board, and the individual Board members shall have no power as such. All matters shall be deemed approved by the Board at any meeting duly called and held, a quorum being present, by the affirmative vote of at least three (3) members of the Board.
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Manner of Acting and Quorum. Except as otherwise provided in this Agreement or the Delaware Act, the presence of (i) a majority of the members of the Investment
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Manner of Acting and Quorum. Except as otherwise provided in this Agreement or the Delaware Act, the presence of (i) a majority of the members of the Investment Committee and (ii) a number of Trust Designated Investment Committee Members equal or
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Manner of Acting and Quorum. Except as otherwise provided in this Agreement or the Delaware Act, the presence of a majority of the members of the Properties Committee shall be required to constitute a quorum for the transaction of business at any meeting of the Properties Committee; provided that (a) the Trust Designated Properties Committee Member may act alone with respect to declaration, prosecution or waiver of an "event of default" (as defined in the Lease), and (b) waivers or consents with respect to the Lease, and actions and decisions with respect to any renewals of the Lease or purchasers of real property pursuant to the option set forth in the Lease shall require unanimous consent of all members of the Properties Committee, and (c) any TMC Designated Properties Committee Member may act alone with respect to any actions or decisions relating to participation in business improvement districts or similar programs. Except as otherwise set forth herein, the Properties Committee members shall act only as a Properties Committee, and the individual members shall have no power as such. Each member shall have one vote. Except as otherwise provided herein, all matters shall be deemed approved by the Properties Committee at any meeting duly called and held, a quorum being present, by the affirmative vote of a majority of the authorized number of members of the Properties Committee.
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Related to Manner of Acting and Quorum

  • Manner of Acting The act of the majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers. Any action required to be taken at a meeting of the Managers 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 Managers 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 Managers entitled to vote thereon were present and voted with respect to the subject matter thereof.

  • Quorum and Manner of Acting A majority of the Trustees then in office shall be present in person at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by law, the Declaration of Trust or these By-Laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given.

  • Notice of Meeting and Record Date Notice of all meetings of Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees by mail to each Shareholder of record entitled to vote thereat at its registered address, mailed at least 10 days and not more than 90 days before the meeting or otherwise in compliance with applicable law. Only the business stated in the notice of the meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned one or more times without further notice not later than 120 days after the record date. For the purposes of determining the Shareholders who are entitled to notice of and to vote at any meeting the Trustees may, without closing the transfer books, fix a date not more than 90 nor less than 10 days prior to the date of such meeting of Shareholders as a record date for the determination of the Persons to be treated as Shareholders of record for such purposes.

  • Purpose and Powers of the Company The Company is organized for the purpose of carrying on any lawful activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company contemplated by this Agreement.

  • Manner of Voting The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

  • Quorum; Voting; Decisions At each JRC meeting, (i) the participation of at least [********] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate shall [********] vote on all matters before the JRC at such meeting. All decisions of the JRC shall be made by [********] vote. Alternatively, the JRC may act by written consent signed by at least [********] members designated by each Party. Whenever any action by the JRC is called for hereunder during a time period in which the JRC is not scheduled to meet, the Chairman shall cause the JRC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC (including the Patent Coordinators) may attend JRC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts to reach consensus on matters properly before the JRC but, to the extent that that the JRC is unable to resolve any such matter, unless otherwise provided in this Agreement, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.5.

  • Bankruptcy Actions The Debtors will provide the Buyer with a reasonable opportunity to review and comment upon all motions, applications and supporting papers prepared by the Debtors relating to this Agreement (including forms of Orders and notices to interested parties) prior to the filing thereof in the Reorganization Cases. All motions, applications and supporting papers prepared by the Debtors and relating to the approval of this Agreement (including forms of Orders and notices to interested parties) to be filed on behalf of the Debtors after the date hereof must be acceptable in form and substance to Buyer, in its reasonable discretion. Excluded Real Property. The Debtors agree that the covenants contained in Section 7.1 hereof shall apply to the Excluded Real Property. The Debtors further agree that the Buyer shall have the right to cause the Debtors to dispose of the Excluded Real Property prior to the Closing and to control all aspects of such disposition including, without limitation, (i) the hiring of real estate brokers, (ii) the negotiation of price and other terms of sale for any parcel of the Excluded Real Property, and (iii) directing a donation of any parcel of the Excluded Real Property. Any proceeds received by the Debtors in connection with the disposition of any of the Excluded Real Property whether by sale, condemnation or otherwise and whether received prior to or after the Closing, shall be Acquired Assets for all purposes of this Agreement. At the Buyer's direction, the Debtors will promptly execute any documents the Buyer reasonably requests to effectuate the disposition of the Excluded Real Property, including, without limitation, purchase and sale agreements, deeds, transfer declarations and closing statements. In addition, the Debtors shall obtain all necessary sale orders from the Bankruptcy Court to effectuate such dispositions of the Excluded Real Property. If on or prior to the Closing the Excluded Real Property is not disposed of pursuant to this Agreement, at the Debtors' request, the Buyer will assume the Excluded Real Property at Closing. ACTIONS AFTER THE CLOSING

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.

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