Meetings of and Voting by Members Sample Clauses

Meetings of and Voting by Members. 5.2.1. A meeting of the Members may be called at any time by the Manager or by those Members holding at least ten percent (10%) of the Percentages then held by Members. Meetings of Members shall be held at the Company’s principal place of business or at any other place in Illinois designated by the Person calling the meeting. Not less than ten (10) nor more than ninety (90) days before each meeting, the Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding not less than fifty-one percent (51%) of the Percentages then held by Members constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or by his duly authorized attorney in fact. 5.2.2. Except as otherwise provided in this Agreement, the affirmative vote of members holding fifty-one percent (51%) or more of the Percentages then held by Members shall be required to approve any matter coming before the Members. 5.2.3. In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of Members holding a majority of the Percentages then held by Members. 5.2.4. Except as otherwise provided in this Agreement, wherever the Act requires unanimous consent to approve or take any action, that consent shall be given in writing and, in all cases, shall mean, rather than the consent of all Members, the consent of Members holding ninety percent (90%) or more of the Percentages then held by Members.

Meetings of and Voting by Members. (a) A meeting of the Members may be called at any time by the Manager or by any Member, subject to the Approval of the Members (as defined below). Meetings of Members shall be held at the Company’s principal place of business or at any other place determined by the Manager. Not less than two (2) nor more than thirty (30) days before each meeting, the Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy or by telephone conference call as herein provided. A Member may vote either in person or by written proxy signed by the Member or by its duly authorized attorney in fact or by voice vote by telephone conference call. (b) Wherever this Agreement requires the approval of the Members, the affirmative vote of Members holding more than fifty (50%) percent of the aggregate of all Units then held by the Members shall be required to approve the matter (“Approval of the Members” or “Approved by the Members”, as applicable). (c) For purposes of this Agreement, all provisions respecting voting according to Units held by the Members shall refer only to the Units held by the Members in their capacity as Members and not those Units held by a Person merely as assignees or transferees, which assignee or transferee Units shall be disregarded in determining the Units held by the Members. By way of example, if a Person holds ten (10%) percent of the Units in the Company as an assignee who has not been admitted as a substituted Member, then the ten (10%) percent of the Units shall not be deemed to be outstanding for purposes of determining the voting Units held by all of the Members. (d) In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of Members holding more than fifty (50%) percent of the aggregate of all Units then held by Members; provided that, in accordance with Section 3.5(c), only Units held as a Member and, therefore, entitled to vote, and not Units held merely as assignees or transferees, shall be counted. (e) Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is th...

Meetings of and Voting by Members. 5.7.1 A meeting of the Members may be called at any time by the General Manager in order to amend the terms of this Agreement. Meetings of Members shall be held at such time and such place, either within or outside the State of Delaware, designated by the Person calling the meeting. Not less than ten (10) nor more than ninety (90) days before each meeting, the Managing Member shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members' meetings, or is present at the meeting in person or by proxy. At a meeting of Members, the presence in person or by proxy of Members holding more than fifty percent (50%) of the Percentages then held by Members constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or by its, her or his duly authorized attorney-in-fact. 5.7.2 Except as otherwise provided in this Agreement, at any meeting where a quorum is present, the affirmative vote of Members holding more than fifty percent (50%) of the Percentages present in person or by proxy at the meeting shall be required to approve the amendment of this Agreement. 5.7.3 In lieu of holding a meeting, the Members may vote or otherwise take action to amend this Agreement by a written instrument indicating the written consent of Members holding more than fifty percent (50%) of the outstanding Percentages then held by Members. 5.7.4 The provisions of Section 5.7.2 and Section 5.7.3 relating to the affirmative vote and written consent, respectively, of Members holding more than fifty percent (50%) of the outstanding Percentages then held by Members, shall not apply to Section 5.1.4 hereof.

Meetings of and Voting by Members. 3.11.1 A meeting of the Members may be called at any time by any Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place approved by the Members. Not less than five (5) nor more than thirty (30) days before each meeting, the Person calling the meeting shall give written notice of the meeting to each Member. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice that is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. A Member may vote either in person or by written proxy signed by the Member or by its duly authorized attorney in fact. 3.11.2 Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of Members holding more than ninety (90%) percent of the aggregate of all Percentage Interests then held by the Members shall be required to approve the matter. 3.11.3 For purposes of this Agreement, all provisions respecting voting according to Percentage Interests held by the Members shall refer only to the Percentage Interests held by the Members in their capacity as Members and not those Percentage Interests held by the Members merely as assignees or transferees, which assignee or transferee Percentage Interests shall be disregarded in determining the Percentage Interests held by the Members. By way of example, if an Interest Holder has a five (5%) percent Percentage Interest in Company as a Member and the Interest Holder has an additional ten (10%) percent Percentage Interest in Company as an assignee who has not been admitted as a substituted Member, then such Member may only vote his five (5%) percent Percentage Interest and the ten (10%) percent Percentage Interest shall not be deemed to be outstanding for purposes of determining the Percentage Interests held by all of the Members. 3.11.4 In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of Members holding more than ninety (90%) percent of the aggregate of all Percentage Interests then held by Members. 3.11.5 Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is the subject of an action, in order to approve or take any action, that consent s...

Meetings of and Voting by Members. (a) A meeting of the Members may be called at any time by the Managing Member. Meetings of Members shall be held at the LLC’s principal place of business. Not less than ten (10) nor more than thirty (30) days before each meeting, the Voting Member(s) calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice shall be deemed to have waived such notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of a Majority-in-Interest of Members shall constitute a quorum. A Member may vote either in person or by written proxy signed by the Member or by his duly authorized attorney-in-fact. (b) Wherever this Agreement requires the “written consent”, “approval” or “election” by the Members, the affirmative vote of a Majority-in-Interest of Members shall be required to approve the matter, except where a higher vote is required by this Agreement.

Meetings of and Voting by Members. 5.2.1 A meeting of the Members may be called at any time by the Management Committee or by those Members holding at least a majority in interest of the Members. Meetings of Members shall be held at the Company's principal place of business or at any other place in Ventura or Los Angeles County, California, designated by the Person or Persons calling the meeting. Not less than ten (10) nor more than sixty (60) days before each meeting, the Person or Persons calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice may waive notice, either before or after the meeting, by executing a waiver of such notice, or by appearing at and participating, in person or by proxy in the meeting. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding Percentages which aggregate to not less than fifty-one percent (51%) constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or by the Member's duly authorized Attorney-in-Fact. 5.2.2 Except as otherwise provided in this Agreement, the affirmative vote of Members holding a majority of the aggregate Percentages present at the meeting in person and by proxy shall be required to approve any matter coming before the Members. 5.2.3 In lieu of holding a meeting, the Members may take action by written consents specifying the action to be taken, which consents must be executed and delivered to the Company by Members whose combined voting power constitutes not less than majority of the aggregate Percentages of all Members. Any such approved action shall be effective immediately. The Company shall give prompt notice to all Members of any action approved by Members by less than unanimous consent.

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote with respect to any Membership Interest unless such Person is a Member, the proxy or an authorized representative of a Member that is not a natural Person. (B) A meeting of the Members may be called at any time by the Board or by any Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place designated by the Board. Not less than ten (10) Business Days nor more than ninety (90) calendar days before each meeting, the Board shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by his, her or its duly authorized attorney in fact. Persons present by telephone shall be deemed to present “in person” for purposes hereof. (C) Except as otherwise provided in this Agreement, the affirmative vote of Members holding Membership Interests representing more than fifty percent (50%) of the outstanding Membership Interests entitled to vote (determined by Sharing Percentages) shall be required to approve any matter coming before such Members which is not required to be determined by the Approval of the Board pursuant to the terms of this Agreement. (D) In lieu of holding a meeting, the Members may vote or otherwise take action by written consent signed by Members.

Meetings of and Voting by Members. 5.2.1. A meeting of the Members may be called at any time by any Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place in Baltimore, Maryland or in any county bordering Baltimore, Maryland, designated by the Member calling the meeting. Not less than ten (10) nor more than ninety (90) days before each meeting, the Member calling the meeting shall give written notice of the meeting to each Member. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding not less than fifty-one percent (51%) of the Percentages then held by Members constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or by the Member’s duly authorized attorney in fact. 5.2.2. Except as otherwise provided in this Agreement, the affirmative vote of the Members holding fifty-one percent (51%) or more of the Percentages then held by Members shall be required to approve any matter coming before the Members. 5.2.3. In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of Members holding fifty-one percent (51%) or more of the Percentages then held by Members. 5.2.4. Except as otherwise provided in this Agreement, wherever the Act requires unanimous consent to approve or take any action, that consent shall be given in writing and, in all cases, shall mean, rather than the consent of all Members, the consent of the Members holding sixty-six and two-thirds percent (66-2/3%) or more of the Percentages then held by Members. Notwithstanding anything to the contrary in this Agreement, the Company shall not Transfer substantially all of its assets without the consent in writing of the Members holding sixty-six and two-thirds percent (66-2/3%) or more of the Percentages then held by Members.

Meetings of and Voting by Members. The voting, approval or consent rights of the Members shall be limited to those matters expressly set forth in this Agreement or in the Articles. Except as otherwise provided in this Agreement, in all matters in which a vote, approval or consent of Members is required or authorized, the vote, approval or consent of Members holding a Majority Interest shall be sufficient to authorize or approve the matter.

Meetings of and Voting by Members. A meeting of the Members may be called at any time by a Manager or by those Members holding at least 10% of the Percentages then held by Members. Meetings of Members shall be held at the Company’s principal place of business or at any other place within Colorado designated by the Persons calling the meeting. Meetings of Members may be held outside Colorado upon the approval of a majority of Manager(s). Not less than ten (10) nor more than fifty (50) days before each meeting, the Persons calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy and fails to object to the lack of notice. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding more than fifty percent (50%) of the Percentages then held by Members constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or by the Member’s duly authorized attorney-in fact.