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.
Appears in 8 contracts
Samples: Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (National Credit & Guaranty CORP)
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 Membersany Member. Meetings of Members shall be held at the Company’s 's principal place of business or at any other place in Illinois New York, New York designated by the Person calling the meeting. Not less than ten (10) nor more than ninety sixty (9060) 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 timeplace, place date, hour, 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 proxyproxy without objecting 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 not less than fifty-one percent a majority (51%over 50 percent) 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 the Member's duly authorized attorney in fact.
5.2.2. Except as otherwise provided in this Agreement, the affirmative vote of members Members holding fifty-one percent a majority (51%over 50 percent) 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 such Percentages then held by Members.
5.2.4Members as would be required for Members to take action under this operating agreement. Except as otherwise provided in this Agreement, wherever the Act requires unanimous consent to approve or take any action, that No written consent shall be effective to take such action unless within sixty (60) days of the earliest dated consent delivered in accordance with the Law, signed consents sufficient to take such action have been likewise delivered. If such consent is not unanimous, prompt notice shall be given to those Members who have not consented 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 Membersbut who would have been entitled to vote thereon had such action been taken at a meeting.
Appears in 5 contracts
Samples: Operating Agreement (West Village Gym at the Archives LLC), Operating Agreement (West Village Gym at the Archives LLC), Operating Agreement (West Village Gym at the Archives LLC)
Meetings of and Voting by Members. 5.2.1. (a) A meeting of the Members may be called at any time by the any General Manager or by those Members holding at least ten more than fifty percent (1050%) of the Percentages then held by MembersVoting Interests. 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 five (105) nor more than ninety sixty (9060) 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 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 more than fifty-one fifty percent (5150%) of the Percentages then held by Members Voting Interests 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. (b) Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of members Members holding fifty-one more than fifty percent (5150%) or more of the Percentages then held by Members Voting Interests shall be required to approve any matter coming before the Membersmatter.
5.2.3. (c) 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 more than fifty percent (50%) of the Percentages then held by MembersVoting Interests.
5.2.4. Except as otherwise provided in this Agreement, wherever (d) Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is the subject of an action, to approve or take any action, that consent shall be given in writing andwriting.
(e) With respect to those Members which are partnerships, in all cases, shall mean, rather than the consent of all Membersif any, the individuals listed in the address for such on Exhibit B shall be recognized by the Management Committee and the Company for all purposes of this Agreement as the designated representative of such Member and authorized to exercise all rights and obligations of such Member hereunder, until such time as the Member informs the Management Committee in writing signed by all its constituent partners to the contrary.
(f) If any matter is brought to the Members for a vote or consent and the Members are deadlocked and unable to obtain the affirmative vote or consent of Members holding ninety percent (90%) or more than 50% of the Percentages Voting Interests to either approve or disapprove of the matter, then held by Membersany Member may request the matter to be submitted to arbitration in accordance with section 11.6.
Appears in 5 contracts
Samples: Operating Agreement (Advanced Na, LLC), Operating Agreement (Advanced Na, LLC), Operating Agreement (Advanced Na, LLC)
Meetings of and Voting by Members. 5.2.1. 5.2.1 A meeting of the Members may be called at any time by the Manager Managers or by those Members holding at least ten percent (10%) a majority of the Percentages then held by Members. It shall not be necessary for the Managers to call or to hold regular meetings of the Members. Meetings of the Members shall be held at the Company’s 's principal place of business or at any other place in Illinois designated by the Person calling the meeting. Not less than ten seven (107) nor more than ninety sixty (9060) days before each meeting, the Person calling the meeting a Manager shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if may waive notice, either before or after the meeting the Member signs meeting, by executing a waiver of the such notice which is filed with the records of Members’ meetings, or if such Member is present at the meeting in person or by proxy. Unless this Agreement provides otherwise, at At a meeting of Members, the presence in person or by proxy of Members holding Percentages, which aggregate not less than fiftysixty-one seven percent (5167%) 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 attorney-in-fact.
5.2.2. 5.2.2 Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of members those Members holding fifty-one percent (51%) a majority or more of the Percentages then held by Members Member(s) shall be required to approve any matter coming before the Membersmatter.
5.2.3. 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 the Members holding a majority of the Percentages then held held. Any such approved action shall be effective immediately. The Company shall give prompt notice to all Members of any action approved by MembersMembers by less than unanimous consent.
5.2.4. Except as otherwise provided in 5.2.4 The provisions of this Agreement, wherever Agreement are intended to replace completely the provisions of the Act requires unanimous consent with respect to approve or take any actionall matters concerning a Member's voting rights, that consent shall be given in writing and, in all cases, shall mean, rather than the consent procedures for meetings of all Members, actions by Members without meetings, and the consent use of Members holding ninety percent (90%) or more of the Percentages then held by Membersproxies.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Cinergy Corp), Limited Liability Company Agreement (Cinergy Corp), Operating Agreement (Cinergy Corp)
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 Texas 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.
Appears in 3 contracts
Samples: Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (National Credit & Guaranty CORP)
Meetings of and Voting by Members. 5.2.15.6.1. 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) 10 nor more than ninety (90) 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.
5.2.25.6.2. 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.
5.2.35.6.3. 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.
5.2.45.6.4. 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.
Appears in 2 contracts
Samples: Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (National Credit & Guaranty CORP)
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 (5151 %) 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.
Appears in 2 contracts
Samples: Operating Agreement (National Credit & Guaranty CORP), Operating Agreement (National Credit & Guaranty CORP)
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 Wisconsin 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, 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.
Appears in 1 contract
Samples: Operating Agreement (National Credit & Guaranty CORP)
Meetings of and Voting by Members. 5.2.1. (a) A meeting of the Members may be called at any time by the any General Manager or by those Members holding at least ten more than fifty percent (1050%) of the Percentages then held by MembersVoting Interests. 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 five (105) nor more than ninety sixty (9060) 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 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 more than fifty-one fifty percent (5150%) of the Percentages then held by Members Voting Interests 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. (b) Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of members Members holding fifty-one more than fifty percent (5150%) or more of the Percentages then held by Members Voting Interests shall be required to approve any matter coming before the Membersmatter.
5.2.3. (c) 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 more than fifty percent (50%) of the Percentages then held by Members.
5.2.4. Except as otherwise provided in this Agreement, wherever (d) Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is the subject of an action, to approve or take any action, that consent shall be given in writing andwriting.
(e) With respect to those Members which are partnerships, in all cases, shall mean, rather than the consent of all Membersif any, the Individuals listed in the address for such on Exhibit B shall be recognized by the Management Committee and the Company for all purposes of this Agreement as the designated representative of such Member and authorized to exercise all rights and obligations of such Member hereunder, until such time as the Member informs the Management Committee in writing signed by all its constituent partners to the contrary.
(f) If any matter Is brought to the Members for a vote or consent and the Members are deadlocked and unable to obtain the affirmative vote or consent of Members holding ninety percent (90%) or more than 50% of the Percentages Voting Interests to either approve or disapprove of the matter, then held by Membersany Member may request the matter to be submitted to arbitration in accordance with section 10.6.
Appears in 1 contract