Meetings and Actions. (i) The Board of Representatives shall meet (1) at least once each Fiscal Quarter at the principal offices of the LLC or at such other place as may be agreed upon from time to time by the Board of Representatives (unless such meeting shall be waived by all of the Representatives); (2) at such other times as may be determined by the Board of Representatives; (3) upon the request of at least two Representatives upon ten (10) days' notice to all Representatives; or (4) in accordance with Section 8.1, following a failure by the Board of Representatives to adopt or reject a proposal for action presented to it. Meetings may be held by telephone if at least one Representative appointed by each Member so consents. The Board of Representatives shall cause written minutes to be prepared of all actions taken by the Board of Representatives and shall cause a copy thereof to be delivered to each Representative within fifteen (15) days thereof.
(ii) No action may be taken at a meeting of the Board of Representatives unless a quorum consisting of at least one Representative appointed by each member is present.
(iii) Each Representative shall be entitled to cast one vote with respect to any decision made by the Board of Representatives, except with respect to a determination to seek indemnification pursuant to Section 7.5 hereof, in which event a Representative seeking indemnification hereunder shall have no vote with respect to his indemnification. Any action to be taken by the Board of Representatives shall require at least three affirmative votes. Approval or action by the Board of Representatives shall constitute approval or action by the LLC and shall be binding on the Members. A Representative may grant a proxy entitling the other Representative appointed by the same Member to exercise his voting rights. Such proxy shall be in writing and shall specify a termination date. The Representatives appointed by the other Member shall be entitled to inspect the proxy on demand.
(iv) Any action to be taken by the Board of Representatives may be taken without a meeting if consents in writing setting forth the action so taken are signed by at least three Representatives.
Meetings and Actions. The Chair
(i) The Steering Committee shall meet (A) at least once each Fiscal Year (such annual meeting, the “Annual Meeting”); (B) at such other times as may be determined by the Steering Committee or the Member; or (C) upon the request of at least two SC Members or the Operations ManagerExecutive Director upon ten (10) days’ notice to all SC Members. Commented [IL5]: Of the approval of the minutes? Approval by who? Also, Bylaws requires posting of minutes to the Federation within 30 days from the meeting, so however long the approval process takes, it would have to be under 30 days. may call an emergency meeting of the Steering Committee to address any issue for which, in the sole discretion of the Chair, it is critical that the advice or decision of the Steering Committee be obtained in fewer than 10 days.. Meetings may be held by telephone.
(ii) The Steering Committee shall cause written minutes to be prepared of all actions taken by the Steering Committee at meetings and shall cause a copy thereof to be delivered to each SC Member and the Member within fifteen (15) days of the approval thereof.
(iii) No action may be taken at a meeting of the Steering Committee unless a quorum consisting of at least a majority of SC Members is present.
(iv) Each SC Member shall be entitled to cast one vote with respect to any decision made by the Steering Committee. Except as otherwise provided herein, any action to be taken by the Steering Committee shall require the vote of at least a majority of the Steering Committee at a meeting at which a quorum is present. Except as otherwise provided herein, approval or action by the Steering Committee shall constitute approval or action by the Company and shall be binding on the Member. Any action to be taken by the Steering Committee or a committee thereof may be taken without a meeting if all members of the Steering Committee or committee, as the case may be, consent thereto in writing.
Meetings and Actions. 3.2.1 To the extent that, as set forth in these Bylaws, any actions may or are required to be taken by Director Members, Board of Director meetings or actions taken in writing in lieu of such meetings, as the case may be, shall be deemed to be meetings or actions of the Director Members.
3.2.2 The Chief Executive Officer of the Corporate Member shall be entitled to vote on behalf of the Corporate Member in accordance with the authority granted to the Chief Executive Officer of the Corporate Member unless the Corporate Member notifies the Corporation in writing that another officer is authorized to vote on behalf of the Corporate Member.
Meetings and Actions. (i) The Steering Committee shall meet (A) at least once each Fiscal Year (such annual meeting, the “Annual Meeting”); (B) at such other times as may be determined by the Steering Committee or the Member; or (C) upon the request of at least two SC Members or the Operations Manager upon ten
Meetings and Actions. The Board of Managers shall meet (i) at least once each fiscal quarter at such time and place as may be agreed on by the Board of Managers, unless such meeting shall be waived by all of the Managers, (ii) at such other times as may be determined by the Board of Managers, or (iii) upon the request of at least two Managers or the Chief Executive Officer. Ten (10) days' prior written notice to all Managers, or shorter notice as may be agreed upon by all of the Managers in writing, shall be given for all meetings. The notice shall provide information as to time, place and agenda of the meeting. Any Manager may waive his or her right to receive any notice required under this Agreement by delivery, before or after any meeting, to the Company of a written waiver of the right to receive such notice. Four (4) Managers shall constitute a quorum at any meeting of the Board of Managers provided that if there are less than [[six (6)]] Managers at any meeting of the Board of Managers only two (2) Managers appointed by FIND/SVP and only two (2) Managers appointed by Empire shall be entitled to vote at such meeting. Each Manager shall have one vote. Unless otherwise noted herein, majority approval of the Managers will be required for action. Subject to the provisions required or permitted by the Act and this Agreement for notice of meetings, Managers may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other. Such participation in a meeting shall constitute presence in person at such meeting, except where a Manager participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Meetings and Actions. RMC meetings shall take place at such times and places as shall be determined by the RMC in order for the RMC to fulfill its obligations under Section 3.2. It is expected that the meetings will alternate between appropriate offices of each Party, or at such other convenient locations as agreed. If agreed by its members, the RMC may conduct meetings by telephone or video conference or other acceptable electronic means, provided that any decisions made during such meeting are recorded in writing and confirmed by signature of at least one (1) of the RMC members from each of the Parties. All decisions of or actions taken by the RMC shall be by unanimous approval of all the members of the RMC, and voting on any matters shall be reflected in the minutes of the meeting at which the vote was taken. If the RMC is unable to reach unanimous decision on any particular matter or issue, such matter or issue shall be referred to the chief executive officer of each Party or their designees for resolution. It is understood that, for purposes of determining the Parties’ rights and obligations under this Agreement, the authority of the RMC shall be limited to deciding those specific issues specifically delegated to the RMC in other Articles of this Agreement (i.e., other than the general matters described in this Article 3).
Meetings and Actions. The provisions applicable to the Board of Directors with respect to meetings and actions shall be as set forth in the Constitution.
Meetings and Actions. The Operations Committee shall meet at least six times each year and may schedule additional meetings as deemed necessary and appropriate by the Membership. The meetings will be conducted in compliance with any direction provided to the Committee by the Executive Committee, subject to the policies established by the Board of Directors and the Executive Committee. Except as otherwise stated in the Bylaws, no action of the Operations Committee or its subcommittees shall be in effect until approved or ratified by the Executive Committee or, if deemed necessary by the Executive Committee, until approved or ratified by the Board of Directors. Any law enforcement, fire or EMS agency that receives dispatch services from the Dakota 911 may appear before the Operations Committee or its subcommittees to discuss concerns, complaints or other operational issues concerning the Dakota 911. If the agency is not satisfied with the action or lack of action taken by the Operations Committee, that agency may appear before the Executive Committee to discuss the actions or policies of concern. Prior to appearing before the Executive Committee, the agency shall meet and confer with the Executive Director about the issues to be discussed with the Executive Committee.
Meetings and Actions. The Steering Committee will meet at least quarterly, but more often if reasonably requested by a member from each Party. Meetings may be in person or by pre-arranged phone or web conference. The Parties shall work out reasonable agendas and procedures by joint agreement, and decisions of the Steering Committee will be made by consensus whenever possible. When a decision is subjected to a vote, the decision will be effective if passed by a majority of each Party’s delegates to the Steering Committee. In the event of an ongoing deadlock on a subject reasonably considered by a majority of at least one Party’s members on the Steering Committee to be a vital issue, the Parties will refer the matter to their respective vice presidents in charge of the Agreement for discussion and settlement.
Meetings and Actions
