Meetings, etc. Meetings of the Board and any committee thereof shall be held at the principal offices of the Company or at such other place as may be determined by the Board or such committee. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board. Special meetings of the Board or any committee may be called by any Director upon prior notice to the other Directors (or, in the case of a special meeting of any committee of the Board, by any member thereof), which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Board or any committee at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Director as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. A vote of the Board or any committee may be taken either in a meeting of the Board of Directors thereof or by written consent so long as such consent is signed by at least the minimum number of Directors that would be necessary to authorize or take such action at a meeting of the Board or such committee. A meeting of the Board or any committee may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. At least a majority of the Board of Directors, present in person or represented by proxy, shall constitute a quorum at all meetings of the Board. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board. The Board may from time to time authorize other persons to attend any such meeting or make a provision for an observer or observers in any agreement governing the right of a creditor or securityholder of the Company. The Board and any committee may establish reasonable rules and regulations to (i) limit the number and participation of observers and to require them to observe reasonable confidentiality obligations, and (ii) otherwise provide for the keeping of minutes and other internal Board and committee governance procedures.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Atlas Energy Resources, LLC), Operating Agreement (Atlas America Public #15-2005 Program)
Meetings, etc. (a) Meetings of the Board and or any committee thereof shall be held at the principal offices office of the Company or at such other place as may be determined by the Board or such committee. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board. Special meetings of the Board or any committee thereof may be called by any Director upon prior the Chairman on at least 24 hours personal, written or electronic notice to the other Directors (or, in the case of a special meeting of any committee of the Board, by any member thereof)Representatives, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Board or any committee thereof at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either i) before, at or after the meeting, the Director Representative as to whom it the meeting was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof, or (ii) the Representative as to whom the meeting was improperly held attends such meeting, except where such Representative attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not properly called or convened. A The actions by the Board or any committee thereof may be taken by vote of the Board or any committee may be taken either in thereof at a meeting of the Board of Directors Representatives thereof or by written consent (without a meeting and without a vote), so long as in the case of a written consent (including written consent provided by email) such consent is signed by at least includes the consent of Representatives having the minimum number of Directors votes that would be necessary to authorize or take such action under Section 1.01(d) at a meeting of the Board or such committeecommittee at which all Representatives thereof were present, and further provided that all written consents are submitted and circulated to all Representatives contemporaneously and prior to the taking of such action by written consent. A Prompt written notice of the action so taken without a meeting shall be given to those Representatives who have not consented in writing.
(b) Subject to the requirement for notice of meetings, Representatives may participate in meetings of the Board or any committee may be held thereof by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. At least hear each other, and participating in such a majority of the Board of Directors, present meeting shall constitute presence in person at such meeting, except where a Representative participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not properly called or represented convened.
(c) The Company shall pay the reasonable out-of-pocket costs and expenses incurred by proxy, shall constitute a quorum at all each Representative in connection with attending the meetings of the Board. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board. The Board may from time to time authorize other persons to attend any such meeting or make a provision for an observer or observers in any agreement governing the right of a creditor or securityholder of the Company. The Board and any committee may establish reasonable rules and regulations to (ithereof. Except as otherwise provided in this Section 4.04(c) limit or elsewhere in this Agreement, the number and participation Representatives shall not be compensated for their services as members of observers and to require them to observe reasonable confidentiality obligations, and (ii) otherwise provide for the keeping of minutes and other internal Board and committee governance proceduresBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Meetings, etc. (a) Meetings of the Board and any committee thereof shall be held at the principal offices office of the Company or at such other place as may be determined by the Board or such committee. A majority of the Managers then serving on the Board, present in person or through their duly authorized attorneys-in-fact, shall constitute a quorum at any meeting of the Board. Business may be conducted once a quorum is present. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board. Special meetings of the Board or any committee may be called by any Director upon prior notice to a majority of the other Directors Managers then serving on the Board (or, in the case of a special meeting of any committee of the Board, by a majority of the members thereof) or (ii) any member thereof)CG Board Member, in each case, on at least 24 hours’ prior written notice to the other Managers, which notice shall state the purpose or purposes for which such meeting is being called. Participation or attendance of a Manager at any meeting or committee meeting, as the case may be, constitutes presence in person at the meeting and waiver of notice of such meeting, if required, except where a Manager participates in or attends the meeting or committee meeting, as the case may be, for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. When any notice is required to be given to any Manager, a waiver thereof in writing signed by the Person entitled to such notice, whether before, at or after the time stated therein, shall be equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice (if any is required) or waiver of notice of such meeting. The actions taken by the Board or any committee at any meeting, however called and noticed, shall thereof may be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Director as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. A by vote of the Board or any committee may be taken either in at a meeting of the Board of Directors members thereof or by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the minimum number of Directors Managers that would be necessary to authorize or take such action at a meeting of the Board or such committeecommittee in which all members thereof were present. Prompt notice of the action so taken without a meeting shall be given to those Managers who have not consented in writing. A meeting of the Board or any committee may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. At least a majority of .
(b) Each Manager shall have one vote on all matters submitted to the Board or any committee thereof (whether the consideration of Directorssuch matter is taken at a meeting, present by written consent or otherwise). Except as provided in person this Section 5.5(b), the affirmative vote (whether by proxy or represented by proxy, shall constitute a quorum at all meetings of the Board. The acts otherwise) of a majority of the Directors present at a meeting at which a quorum is present Managers then serving on the Board shall be the acts act of the Board. The Except as otherwise provided by the Board may from time to time authorize other persons to attend when establishing any such meeting committee, the affirmative vote (whether by proxy or make a provision for an observer or observers in any agreement governing the right otherwise) of a creditor or securityholder majority of the Companymembers then serving on such committee shall be the act of such committee. The For so long as there is a CO Board and Member, any committee may establish reasonable rules and regulations loans to (i) limit or from Affiliates by the number and participation Company shall require the affirmative of observers and to require them to observe reasonable confidentiality obligationsa majority of the Managers then serving on the Board, including the CO Board Member, and no such action shall be taken if there is a vacancy in the CO Board Member position until reasonable opportunity has been given for such vacancy to be filled in accordance with Section 5.3(b)(i).
(iic) Except as otherwise provide determined by the Board, the Managers shall not be compensated for their services as members of the keeping of minutes and other internal Board and committee governance proceduresBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (CarGurus, Inc.)