Meetings of Board of Managers. Meetings of the Board of Managers may be held at the date, time and place the Board of Managers decides from time to time. No annual or regular Board of Managers meetings are required. Any Manager desiring to call a meeting must give each other Manager reasonable notice of the meeting. A Manager may participate in any Board of Managers’ meeting by means of conference telephones, video conferencing equipment or similar communications equipment. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting if all Managers sign and deliver to the Company a written consent describing the action taken.
Meetings of Board of Managers. The Board of Managers shall hold such meetings as may be called by the Chairman or requested by any Manager in writing to the Chairman. Such a meeting may be held at a time and a location fixed by the Chairman, but in any event no more than ninety (90) days after any proper request; provided, however, that such requirement may be waived by the Manager requesting the meeting.
Meetings of Board of Managers. (a) Meetings of the Board of Managers, regular or special, may be held either in or outside of the State of Delaware.
(b) Regular meetings of the Board of Managers, shall initially be held quarter-annually at such times and places as may be fixed from time to time by the Board and communicated to all Managers. Any and all business may be transacted at any regular meeting.
(c) Special meetings of the Board of Managers may be called on 72 hours prior written notice (effective upon receipt) to each Manager, personally or by facsimile, Electronic Transmission, or overnight courier by any member of the Board of Managers. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meeting.
(d) For purposes of any vote, approval, consent or other action to be taken by the Board, each Manager shall possess one vote. As used in this Agreement with respect to the Board of Managers, a “Majority of Voting Power” means a majority in number of the Managers. At all meetings of the Board of Managers, the presence or representation of those Managers with a Majority of Voting Power shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Managers. If a quorum shall not be present at any meeting of the Board of Managers, the Managers present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally convened. Unless otherwise provided in this Agreement, the act by those with a Majority of Voting Power at a meeting of the Managers at which a quorum is present shall be the act of the Managers. Notwithstanding the foregoing:
Meetings of Board of Managers. (a) All meetings of the Board of Managers shall be held telephonically, by videoconference (such participation in any such meeting shall constitute presence in person at such meeting, except where a Person participates in such meeting for the express purpose of objecting to the transaction of any business on the ground that such meeting is not lawfully called or convened) or at the principal office of the Company or at such other place within or without the State of Delaware, as may be determined by the Chairperson of the Board of Managers or the member(s) of the Board of Managers calling the meeting, as the case may be, and set forth in the respective notice or waivers of notice of such meeting. A record shall be maintained of each meeting of the Board of Managers.
(b) Meetings of the Board of Managers may be called by (i) the Chairperson of the Board of Managers or (ii) by one or more Managers.
Meetings of Board of Managers. No regular, annual, special or other meetings of the Board of Managers are required to be held. Any action that may be taken at a meeting of the Board of Managers may be taken without a meeting by written consent in accordance with the Act. Meetings of the Board of Managers, for any purpose or purposes, may be called at any time by a majority of the Board of Mangers, or by the President, Chief Executive Officer or Secretary of the Company, if any.
Meetings of Board of Managers. 3.5.1 The Members agree that the Board of Managers shall meet at least four (4) times per year in the United States.
3.5.2 Each Member shall bear the reasonable costs of attendance and participation of Managers nominated by such Member at any meeting of the Board of Managers.
3.5.3 Any Manager or Member may call a meeting of the Board of Managers to be held in the United States provided that no meeting of the Board of Managers shall be held until notice of same has been sent by prepaid registered mail, fax or delivered personally or by courier to the Managers, at least ten (10) Business Days before the date set for the holding of such meeting, provided further, however, that (i) the time for such notice shall be reduced to two (2) Business Days in the case of an urgent matter and (ii) the time for such notice may be abridged or such notice may be waived with the consent in writing of the Labopharm USA Representative and of the Xxxxxxxx Pharmaceutical Representative.
3.5.4 Any resolution in writing signed by all members of the Board of Managers shall have the same force and effect as a resolution duly passed at a properly convened meeting of the Board of Managers. Any such resolution in writing may be signed in one or more counterparts, and may be delivered electronically, by fax or otherwise.
3.5.5 The Board of Managers shall act by personal meetings, videoconference, telephone conference calls and written resolutions. Minutes shall be prepared for all meetings of the Board of Managers.
Meetings of Board of Managers. Meetings of the Board of Managers ----------------------------- shall be held quarterly or at such other interval and in such manner and location as the Board of Managers may decide. Meetings, unless otherwise agreed, shall be held at the Company's principal place of business. The Designated Galesi Member or Designated Patina Member may call a special meeting of the Board of Managers upon five (5) days prior written notice to each Manager. The Company shall reimburse each Manager for all proper and necessary costs and expenses incurred in connection with such Manager's attendance and participation at meetings of the Board of Managers.
Meetings of Board of Managers. Consent of Members 37 Section 6.6
Meetings of Board of Managers. (a) All meetings of the Board of Managers shall be held telephonically, by videoconference (such participation in any such meeting shall constitute presence in person at such meeting, except where a Person participates in such meeting for the express purpose of objecting to the transaction of any business on the ground that such meeting is not lawfully called or convened) or at the principal office of the Company or at such other place within or without the State of Delaware, as may be determined by the Chairperson of the Board of Managers or the member(s) of the Board of Managers calling the meeting, as the case may be, and set forth in the respective notice or waivers of notice of such meeting. A record shall be maintained of each meeting of the Board of Managers.
(b) Meetings of the Board of Managers may be called by (i) the Chairperson of the Board of Managers or (ii) by one or more Managers.
(c) Written notice stating the place, day and hour of the meeting shall be delivered to each Manager not less than three Business Days prior to the date of the meeting, by or at the direction of the Chairperson of the Board of Managers or the Manager(s) calling the meeting, as the case may be. Such notice or waiver of notice shall specify the purpose or purposes of such meeting and may, but need not, limit the business to be conducted at such meeting to such purpose or purposes.
Meetings of Board of Managers. Meetings of the Board of Managers may be called by any Manager. All meetings shall be held upon four (4) days notice by mail or forty-eight (48) hours notice delivered personally or by telephone, telegraph or facsimile. A notice need not specify the purpose of any meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting (which waiver or consent need not specify the purpose of the meeting) or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Manager. All such waivers, consents and approvals shall be filed with the Company records or made a part of the minutes of the meeting. A majority of the Managers present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment shall be given prior to the time of the adjourned meeting to the Managers who are not present at the time of the adjournment. Meetings of the Board of Managers may be held at any place within or without the State of California which has been designated in the notice of the meeting or at such place as may be approved by the Board of Managers. Managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting. A majority of the authorized number of Managers constitutes a quorum of the Managers for the transaction of business. Except to the extent that this Agreement expressly requires the approval of all Managers, every act requiring the approval of the Managers must be approved by a majority of a quorum of the Managers, and every act or decision done or made by a majority of the Managers present at a meeting duly held at which a quorum is present is the act of the Board of Managers. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Managers, if any action taken is approved by at least a majority of the required quorum for such meeting.
