Meetings of Board of Directors. (a) The Company shall call and hold meetings of the Board in accordance with this Agreement. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board and at least quarterly, unless otherwise approved by the affirmative vote of a majority of the members of the Board. Special meetings of the Board may be called by the President on forty-eight (48) hours’ notice to each Director in accordance with Section 12.8; special meetings of the Board shall be called by the Chairperson of the Board, President or the Secretary in like manner and on like notice on the written request of a majority of the Directors unless the Board consists of only one Director; in which case special meetings shall be called by the Chairperson of the Board, President or Secretary in like manner or on like notice on the written request of the sole Director.
(b) At all meetings of the Board a majority of the then-authorized number of Directors shall be necessary and sufficient to constitute a quorum (a “Quorum”) for the transaction of business, and the vote of a majority of the Directors present at any meeting at which there is a Quorum, shall be the act of the Board, except as may be otherwise specifically provided by this Agreement; provided that, if only one Director is authorized, such sole Director shall constitute a Quorum. If a Quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a Quorum shall be present.
(c) Unless otherwise restricted by this Agreement, any action required or permitted to be taken at any meeting of the Board or of any Committee may be taken without a meeting, if all then-existing members of the Board or such Committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or such Committee.
(d) Unless otherwise restricted by this Agreement, members of the Board, or any Committee, may participate in a meeting of the Board, or any such Committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.
Meetings of Board of Directors. Three members of the Board shall constitute a quorum to transact business. Each member of the Board shall have one vote and the affirmative vote of three members is necessary for any action taken by a vote of the Board. A member of the Board must be present in person at meetings of the Board in order to vote or as otherwise required by Ohio Revised Code Section 121.22. The Board shall meet at least once each calendar year, provided that the first meeting of the Board shall be held on or before _ , 2021, at which time the Board shall determine the location for its meetings and its mailing address (which the Board may change from time to time), appoint the fifth member of the Board in accordance with the Contract and Section 715.72(P) of the Ohio Revised Code and elect the officers of the District. At its first meeting in each Fiscal Year, the Board shall set the dates, time and location for its regular meetings for that Fiscal Year and shall, if necessary, elect the officers of the District whose terms have expired. Special meetings may be called by the Chairperson as necessary or may be called by three members of the Board. Notice, in writing, of each such meeting shall be provided by the Chairperson or the three members of the Board, as applicable, and shall state the date, time and place of the meeting and subject or subjects to be considered at the meeting, and shall be given by or on behalf of the Secretary (by personal delivery, first class mail, or electronic mail) to each member of the Board at each member’s residence or place of business not less than 24 hours preceding the time for the meeting and to others requesting such notice unless in the event of an emergency. The requirements and procedures for notice may be waived in writing by each member of the Board and any member of the Board shall be deemed conclusively to have waived such notice by attendance of that member at such meeting. Each member shall attend all meetings unless excused by action of the other members. A member who is absent without being excused from three consecutive meetings shall be deemed to have resigned as a member of the Board, upon action by the Board affirmatively accepting such resignation. All meetings of the Board shall be open to the public and notice shall be given in accordance with Section 3 hereof, subject to the exceptions in Section 121.22(G) of the Ohio Revised Code, as that Section may be amended from time to time. For the purpose of receiving mail and othe...
Meetings of Board of Directors. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.
Meetings of Board of Directors. A meeting of the Board of Directors shall be held at least four times each calendar year at intervals of not more than three months.
Meetings of Board of Directors. 25.1 Meetings of the Board of Directors may be convened from time to time by three (3) directors or the Representative Director/President when he deems the same to be necessary or advisable. Each Board meeting shall be called by the Representative Director/President giving at least fourteen (14) days' prior notice in the English language, stating the date, time and place of the meeting, to each Director and Statutory Auditor and stating the agenda of the meeting. The notice requirement may be waived with the written consent of all Directors and Statutory Auditors.
25.2 Board meetings shall be held at the Company's head office, unless the Board of Directors may determine otherwise.
25.3 The Representative Director shall preside at all meetings of the Board of Directors. If the Representative Director is absent or fails to serve as presiding officer of any meeting, the Director designated by the Board of Directors shall preside at such meeting in his place.
Meetings of Board of Directors. The Board of Directors shall meet on a regular basis, but in no event less than once every calendar quarter.
Meetings of Board of Directors. Meetings of the Board shall be held at least once every quarter. Meetings of the Board may be called by a Representative Director. Members of the Board may attend meetings in person or by videoconference. Meetings of the Board shall be held in English with an English-language record thereof. The Company shall reimburse each of the Series A Director and the Series B Director for reasonable expenses (in accordance with Company policies and including travel expenses for attendance in person, provided that airfare may be business class) incurred in connection with attendance at any meeting of the Board.
Meetings of Board of Directors. (a) The Board may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as it shall determine from time to time.
(b) Regular meetings of the Board shall be held at such times and at such places as the Board may determine. No notice shall be required for any regular meeting of the Board.
(c) Special meetings of the Board shall be held whenever called by any one or more Directors then in office. Notice of the day, hour and place of holding of each special meeting shall be given by email or facsimile or by causing the same to be transmitted by personal delivery, telegraph, or cable at least two (2) Business Days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting. At any meeting at which every Director shall be present, even though without notice, any business may be transacted.
(d) A majority of the Directors in office shall constitute a quorum for the transaction of business. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.
(e) The members of the Board may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.
Meetings of Board of Directors. Each Investor shall be permitted to attend, receive two (2) days advance notice of, and make comments at, all meetings at which the Board of Directors intends to consider the issuance and sale of securities.
Meetings of Board of Directors. The Company will hold a minimum of six Board of Directors' meetings during the 12 months following the date hereof and thereafter will call, and use its best efforts to have, regular meetings of the Board of Directors of the Company not less often than quarterly. The Company shall pay all reasonable travel expenses and other out-of-pocket disbursements incurred in connection with the Board members' attendance at such meetings.
