Meetings of Members. The annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy s...
Meetings of Members. (a) Actions requiring the vote of the Members may be taken at any duly constituted meeting of the Members at which a quorum is present. Meetings of the Members may be called by the Board or by Members holding a majority of the total number of votes eligible to be cast by all Members, and may be held at such time, date and place as the Board shall determine. The Board shall arrange to provide written notice of the meeting, stating the date, time and place of the meeting and the record date therefor, to each Member entitled to vote at the meeting within a reasonable time prior thereto. Failure to receive notice of a meeting on the part of any Member shall not affect the validity of any act or proceeding of the meeting, so long as a quorum shall be present at the meeting, except as otherwise required by applicable law. Only matters set forth in the notice of a meeting may be voted on by the Members at a meeting. The presence in person or by proxy of Members holding a majority of the total number of votes eligible to be cast by all Members as of the record date shall constitute a quorum at any meeting. In the absence of a quorum, a meeting of the Members may be adjourned by action of a majority of the Members present in person or by proxy without additional notice to the Members. Except as otherwise required by any provision of this Agreement or of the 1940 Act, (i) those candidates receiving a plurality of the votes cast at any meeting of Members shall be elected as Directors and (ii) all other actions of the Members taken at a meeting shall require the affirmative vote of Members holding a majority of the total number of votes eligible to be cast by those Members who are present in person or by proxy at such meeting.
(b) Each Member shall be entitled to cast at any meeting of Members a number of votes equivalent to such Member’s Investment Percentage as of the record date for such meeting. The Board shall establish a record date not less than 10 nor more than 90 days prior to the date of any meeting of Members to determine eligibility to vote at such meeting and the number of votes that each Member will be entitled to cast thereat, and shall maintain for each such record date a list setting forth the name of each Member and the number of votes that each Member will be entitled to cast at the meeting.
(c) A Member may vote at any meeting of Members by a proxy properly executed in writing by the Member and filed with the Company before or at the time of the me...
Meetings of Members. (a) Meetings of the member(s) may be called at any time by any member.
(b) Except as otherwise provided by law, if additional member(s) are admitted, a majority of the member(s), determined in proportion to their respective interests in the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s).
(c) Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s).
(d) Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
Meetings of Members. The Board may hold meetings of the Members from time to time to inform and consult with the Members concerning the Company’s assets and such other matters as the Board deems appropriate, provided that nothing in this Section 7.4 shall require the Board to hold any such meetings. Such meetings shall be held at such times and places, as often and in such manner as shall be determined by the Board. The Board at its election may separately inform and consult with the Members for the above purposes without the necessity of calling and/or holding a meeting of the Members. Notwithstanding the foregoing provisions of this Section 7.4, the Members shall not be permitted to take part in the business or control of the business of the Company; it being the intention of the parties that the involvement of the Members as contemplated in this Section 7.4 is for the purpose of informing the Members with respect to various Company matters, explaining any information furnished to the Members in connection therewith, answering any questions the Members may have with respect thereto and receiving any ideas or suggestions the Members may have with respect thereto; it being the further intention of the parties that the Board shall have full and exclusive power and authority on behalf of the Company to acquire, manage, control and administer the assets, business and affairs of the Company in accordance with Section 5.1 and the other applicable provisions of this Agreement.
Meetings of Members. (a) A meeting of the Members may be called by the Board or by Members whose Percentage Share is at least 21% (including by Rollover Holdco at the direction of Rollover Holdco Members whose Percentage Share is at least 21%) upon prior written notice and will be held at the office of the Company or at such other place that the Board (or Members calling such meeting) shall designate in the notice of the meeting. A meeting of Members may be called to exercise any authority given to them in this Agreement, subject to the Approval Rights.
(b) The presence, at any meeting of the Members in person or by proxy of the holders of a majority of Class A Common Units, together with Rollover Holdco unless (i) the Rollover Holdco Members that are Qualified Principals are given three business days’ notice of such meeting, and (ii) Rollover Holdco Members who at such time are Qualified Principals having an aggregate Percentage Share equal to at least 50% of the aggregate Percentage Share of all Qualified Principals at such time have not instructed Rollover Holdco to attend such meeting (with Rollover Holdco to so notify MSG at such meeting that such instructions have or have not been received) at the time of such meeting, will constitute a quorum at any meeting of Members.
(c) Whenever under this Agreement the Members are required or permitted to take any action, such action may be taken without a meeting, notice or a vote, if the Qualified Principals are given written notice of such action (e-mail is sufficient) at least three business days prior to the taking thereof and an instrument setting forth the action so taken is signed and dated by each of the Members whose approval is required to take such action and such instrument is delivered to the Company. The Company shall arrange for a copy of any such instrument to be provided to each Qualified Principal promptly thereafter (but the failure to give prompt notice shall not affect the validity of any action set forth in such instrument).
(d) Except to the extent expressly set forth in this Agreement or required by applicable law, the holders of Units will not be entitled to vote on any matter. With respect to any matter as to which the holders of Units are entitled to vote, each such holder shall be entitled to one vote for each Unit held by such Member.
Meetings of Members. (Applies ONLY if Multi-Member): The annual meeting of the Members shall be held on a day and month each year with at least thirty (30) days’ notice given to the Members prior to the meeting date which will be held at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.
Meetings of Members. 21. 9.1 Meetings..................................................... 21. 9.2
Meetings of Members. (a) Meetings of the member(s) may be called at any time by any member.
(b) Except as otherwise provided by law, (i) if there shall be more than one member of the Company, a majority in Percentage Interests of the Company, entitled to vote at the meeting shall constitute a quorum at all meetings of the member(s), so long as at least one duly authorized representative of each member are in attendance at such meetings of the members or (ii) if there shall only be one member, such member shall constitute a quorum.
(c) Any action required to or which may be taken at a meeting of member(s) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all member(s). Any such written consent may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same document.
(d) Regular meetings of the member(s) shall be held at least annually. Member(s) may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
Meetings of Members. 8 3.5. Custody of Assets of the Company......................................8 3.6. Other Activities of Members and Managers..............................8 3.7.
Meetings of Members. (a) The Company may hold meetings of Members at any time called by a majority of the Directors or the President and shall be called by any Director for any proper purpose upon written request of Members holding in the aggregate not less than fifty-one percent (51%) of the voting power (determined in accordance with Section 3.3(i) hereof) of the Company or class or series of Interests having voting rights on the matter, such request specifying the purpose or purposes for which such meeting is to be called. Any Member meeting shall be held within or without the State of Delaware on such day and at such time as the Directors shall designate.
(b) Members shall have no power to vote on any matter except matters on which a vote of Members is required by applicable law, this Agreement or resolution of the Directors. This Agreement expressly provides that no matter for which voting is required by the Delaware Act in the absence of the contrary provision in the Agreement shall require any vote. Except as otherwise provided herein, any matter required to be submitted to Members and affecting one or more classes or series of Interests shall require approval by the required voting power (determined in accordance with Section 3.3(i) hereof) of all the affected classes and series of Interests voting together as a single class; provided, however, that as to any matter with respect to which a separate vote of any class or series of Interests is required by the 1940 Act, such requirement as to a separate vote by that class or series of Interests shall apply in addition to a vote of all the affected classes and series voting together as a single class. Members of a particular class or series of Interests shall not be entitled to vote on any matter that affects only one or more other classes or series of Interests. There shall be no cumulative voting in the election or removal of Directors.
(c) Notice of all meetings of Members, stating the time, place and purposes of the meeting, shall be given by the Directors by mail to each Member of record entitled to vote thereat at its registered address, mailed at least 10 days and not more than 90 days before the meeting or otherwise in compliance with applicable law. Only the business stated in the notice of the meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned one or more times without further notice not later than 120 days after the record date. For the purposes of determining the Members...
