Manner of Acting and Quorum Sample Clauses

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. 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. The Governing Board shall act by vote of a majority of the Directors of the Municipal Members present and voting at the time of the vote. Unless altered by the Governing Board in accordance with this Agreement, each Municipal Member shall be entitled to select one (1) Director whose vote shall be equal in weight to the Director of any other Municipal Member, except as expressly set forth in the succeeding paragraphs. Directors 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. In accordance with 940 C.M.R. 29.10 and the Open Meeting Law, X.X. x. 30A, §§ 18-25, a simple majority of the Directors of the Municipal Members must be physically present to attain a quorum. County Representatives shall not count towards a quorum as they have limited participation rights. Directors abstaining from voting shall be counted for meeting quorum purposes, but their votes shall not count with respect to the matters they abstain from voting on. By way of example, if ten (10) Directors from the Municipal Members are present and four (4) abstain from voting, and the remaining Directors split their votes four (4) in favor, two (2) against, the motion would pass. While a quorum is present, unless another provision is made by law, this Agreement or by the Cape Light Compact JPE’s own rules, all business shall be determined by a majority vote of the Directors of the Municipal Members then present and voting. 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 Municipal Members shall be taken by a weighted vote in which the vote of each Director shall be weighted in the same proportion as the population of the Municipal Member such Director represents bears to the whole population of the Municipal Members of the Cape Light Compact JPE, 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 (1) town, one (1) vote basis as set forth in the preceding paragraph of this subsection, the determination shall be made by weighted vote as set forth herein. Exhibit B sets forth the ...
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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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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 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 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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Related to Manner of Acting and Quorum

  • Voting and Tender of Shares Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.

  • Time Limit for Claims No Indemnified Party may make a Claim for indemnification under Section 6.1 in respect of any Claim unless notice in writing of the Claim, incorporating a statement setting out in reasonable detail the grounds on which the Claim is based, has been given by the Indemnified Party prior to the expiration of the applicable Survival Period as set forth in Part VI of Appendix B.

  • Breach for Lack of Proof of Coverage The failure to comply with the requirements of this section at any time during the term of the Contract shall be considered a breach of the terms of the Contract and shall allow the People of the State of New York, the New York State Office of General Services, any entity authorized by law or regulation to use the Contract and their officers, agents, and employees to avail themselves of all remedies available under the Contract or at law or in equity.

  • Communications to Shareholders Upon timely written instructions, PFPC shall mail all communications by the Fund to its shareholders, including: (i) Reports to shareholders; (ii) Monthly or quarterly dividend reinvestment plan statements; (iii) Dividend and distribution notices; (iv) Proxy material; and (v) Tax form information. PFPC will receive and tabulate the proxy cards for the meetings of the Fund's shareholders.

  • Proxies and Notices; Compliance with the Shareholders Communication Act of 1985 The Custodian shall deliver or cause to be delivered to the appropriate Fund all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to Securities owned by such Fund that are received by the Custodian, any Subcustodian, or any nominee of either of them, and, upon receipt of Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such Securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. The Custodian will not release the identity of any Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and any such Fund unless a particular Fund directs the Custodian otherwise in writing.

  • Time Limitation and Waiver Grievances shall not be valid for consideration unless the grievance is submitted in writing to the School District’s designee, setting forth the facts and specific provision(s) of the Agreement allegedly violated and the particular relief sought, within twenty (20) days after the event giving rise to the grievance occurred. Failure to file any grievance within such period shall be deemed a waiver thereof. Failure to appeal a grievance from one level to another within the time periods hereafter provided shall constitute a waiver of the grievance. An effort shall first be made to adjust an alleged grievance informally between the employee and the School District’s designee. By written mutual agreement, the parties may waive any step and/or extend any time limits of the grievance procedure.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • Gaming, betting and lotteries The Hirer shall ensure that nothing is done on or in relation to the premises in contravention of the law relating to gaming, betting and lotteries.

  • Trustee Action by Written Consent Without a Meeting To the extent not inconsistent with the provisions of the 1940 Act, any action that may be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting and without prior written notice if a consent or consents in writing setting forth the action so taken is signed by the Trustees having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Trustees on the Board of Trustees or any committee thereof, as the case may be, were present and voted. Written consents of the Trustees may be executed in one or more counterparts. A consent transmitted by electronic transmission (as defined in Section 3806 of the DSTA) by a Trustee shall be deemed to be written and signed for purposes of this Section. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records.

  • File Naming Conventions Files will be named according to the following convention: {gTLD}_{YYYY-MM-DD}_{type}_S{#}_R{rev}.{ext} where: {gTLD} is replaced with the gTLD name; in case of an IDN-TLD, the ASCII-compatible form (A-Label) must be used; {YYYY-MM-DD} is replaced by the date corresponding to the time used as a timeline watermark for the transactions; i.e. for the Full Deposit corresponding to 2009-08-02T00:00Z, the string to be used would be “2009-08-02”; {type} is replaced by: “full”, if the data represents a Full Deposit; “diff”, if the data represents a Differential Deposit; “thin”, if the data represents a Bulk Registration Data Access file, as specified in Section 3 of Specification 4; {#} is replaced by the position of the file in a series of files, beginning with “1”; in case of a lone file, this must be replaced by “1”. {rev} is replaced by the number of revision (or resend) of the file beginning with “0”: {ext} is replaced by “sig” if it is a digital signature file of the quasi-homonymous file. Otherwise it is replaced by “ryde”.

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