Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee. (b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
Appears in 87 contracts
Samples: Agreement and Declaration of Trust (American Funds Target Date Retirement Series), Agreement and Declaration of Trust (American Balanced Fund), Agreement and Declaration of Trust (American Funds International Vantage Fund)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-lawsLaws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
Appears in 10 contracts
Samples: Agreement and Declaration of Trust (Capital Group Private Client Services Funds), Agreement and Declaration of Trust (Capital Group Private Client Services Funds), Agreement and Declaration of Trust (Capital Group Emerging Markets Total Opportunities Fund)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman Chair or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman Chair or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
Appears in 9 contracts
Samples: Trust Agreement (American Funds U.S. Small & Mid Cap Equity Fund), Agreement and Declaration of Trust (Capital Group Fixed Income ETF Trust), Agreement and Declaration of Trust (Capital Group Fixed Income ETF Trust)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be calledTrustees. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of in the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument Declaration or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument Declaration or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders present, in person or by proxy, holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares Holders present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees in their sole discretion without the necessity of further notice or a new record datenotice.
Appears in 9 contracts
Samples: Agreement and Declaration of Trust (Gabelli Innovations Trust), Agreement and Declaration of Trust (Gabelli Nextshares Trust), Trust Agreement (Praxis Mutual Funds)
Meetings of Shareholders. (a) Actions requiring the vote of the Shareholders may be taken at any duly constituted meeting of the Shareholders at which a quorum is present. A meeting may be limited to Shareholders holding Shares of one or more Series. Meetings of the Shareholders may be called by the Board of Directors or by Shareholders holding at least a majority of the total number of votes eligible to be cast by Shareholders at such meeting, and may be held at such time, date and place as the Board of Directors shall determine. The Board of Directors 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 Shareholder entitled to vote at the meeting within a reasonable time prior thereto. Failure to receive notice of a meeting on the part of any Shareholder 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 Shareholders at a meeting. The presence in person or by proxy of Shareholders holding a majority of the total number of votes eligible to be cast by all Shareholders as of the record date shall constitute a quorum at any time by meeting. In the Chairman or the Trustees and shall be called by any Trustee upon written request absence of Shareholders holdinga quorum, in the aggregate, not less than 10% a meeting of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to Shareholders may be called. Any such meeting shall be held within or without the State adjourned by action of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third a majority of the Shares of the Trust (or Class or Series thereof), Shareholders present in person or by proxy, shall constitute a quorum for proxy without additional notice to the transaction of any business, except Shareholders. Except as may otherwise be required by the 1940 Act any provision of this Agreement or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless of the 1940 Act, this Trust Instrument or (i) those candidates for Director receiving a plurality of the By-Laws votes cast at any meeting of all Shareholders shall be elected as Directors and (ii) all other actions of Shareholders taken at a meeting shall require a greater number of affirmative votes, the affirmative vote by the of Shareholders holding more than 50% a majority of the Shares (or Class or Series thereof) present, either total number of votes eligible to be cast by those Shareholders who are present in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, proxy at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trusteemeeting.
(b) Any Each Shareholder shall be entitled to cast at any meeting of ShareholdersShareholders that number of votes attaching to the Shareholder's Shares in accord with Section 6.2(b)(6) hereof as of the record date for such meeting. The Board of Directors shall establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Shareholders to determine eligibility to vote at such meeting and the number of votes that each Shareholder will be entitled to cast thereat, whether and shall maintain for each such record date a list setting forth the name of each Shareholder and the number of votes that each Shareholder will be entitled to cast at the meeting.
(c) A Shareholder may vote at any meeting of Shareholders by a proxy properly executed in writing by the Shareholder and filed with the Company before or not a quorum is present, at the time of the meeting. A proxy may be adjourned for suspended or revoked, as the case may be, by the Shareholder executing the proxy by a later writing delivered to the Company at any lawful purpose time prior to exercise of the proxy or if the Shareholder executing the proxy shall be present at the meeting and decide to vote in person. Any action of the Shareholders that is permitted to be taken at a meeting of the Shareholders may be taken without a meeting if consents in writing, setting forth the action taken, are signed by Shareholders holding a majority of the total number of votes properly eligible to be cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, such greater percentage as may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees required in order to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record dateapprove such action.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Citigroup Alternative Investments Multi-Adviser Hedge Fund Portfolios (Series M) LLC), Limited Liability Company Agreement (Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC), Limited Liability Company Agreement (Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC)
Meetings of Shareholders. (a) Meetings Actions requiring the vote of the Shareholders may be taken at any duly constituted meeting of the Shareholders at which a quorum is present. Except as otherwise provided in Section 2.6(b) hereof, meetings of the Shareholders may be called at any time by the Chairman Board or by Shareholders holding one-third (1/3) of the Trustees total number of votes eligible to be cast by all Shareholders, 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 Shareholder entitled to vote at the meeting at least seven (7) days prior to such meeting. Failure to receive notice of a meeting on the part of any Shareholder shall not affect the validity of any act or proceeding of the meeting, so long as a quorum shall be called by any Trustee upon written request of Shareholders holding, present at the meeting. Only matters set forth in the aggregate, not less than 10% notice of a meeting may be voted on by the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be calledShareholders at a meeting. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present The presence in person or by proxy, proxy of Shareholders holding one-third (1/3) of the total number of votes eligible to be cast by all Shareholders as of the record date shall constitute a quorum for the transaction of at any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-lawsmeeting. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of ShareholdersShareholders may, by action of a Director or the President of the Fund, be adjourned from time to time with respect to one or more matters to be considered at such meeting, whether or not a quorum is presentpresent with respect to such matter, may be and any adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable any time after the date set for the original meeting as determined bymeeting, or upon the authority of, the Trustees without the necessity of further notice notice; upon motion of a Director or the President of the Fund, the question of adjournment may be (but is not required by this Agreement to be) submitted to a new vote of the Shareholders, and in that case, any adjournment with respect to one or more matters must be approved by the vote of a majority of the votes cast in person or by proxy at the meeting with respect to the matter or matters adjourned, whether or not a quorum is present with respect to such matter or matters, and, if approved, such adjournment shall take place without the necessity of further notice. Unless a proxy is otherwise limited in this regard, any Shares present and entitled to vote at a meeting may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. 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 Shareholders shall be elected as Directors, and (ii) all other actions of the Shareholders taken at a meeting shall require the affirmative vote of Shareholders holding a majority of the total number of votes eligible to be cast by those Shareholders who are present in person or by proxy at such meeting. Subject to the voting powers of one or more Classes of Shares as set forth elsewhere in this Agreement, the Shareholders shall have power to vote only (i) for the election of the Board, (ii) subject to Section 8.6 hereof, to the same extent as a member of a Puerto Rico limited liability company as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Fund or the Shareholders, and (iii) with respect to such additional matters relating to the Fund as may be required by this Agreement, or any registration of the Fund with the Securities and Exchange Commission (or any successor agency) or any state, or as the Board may consider necessary or desirable.
(b) On each matter submitted to a vote of Shareholders, unless the Board determines otherwise, all Shares of all Classes shall vote as a single class; provided, however, that: (i) as to any matter with respect to which the Board determines that a separate vote of any Class is required by the 1940 Act or other applicable law or is required by attributes applicable to any Class, such requirements as to a separate vote by that Class shall apply; (ii) unless the Board determines that this clause (ii) shall not apply in a particular case, to the extent that a matter referred to in clause (i) above affects more than one Class and the interests of each such Class in the matter are identical, then the Shares of all such affected Classes shall vote as a single class; and (iii) as to any matter which does not affect the interests of a particular Class, only the holders of Shares of the one or more affected Classes shall be entitled to vote as determined by the Board in its sole discretion.
(c) Subject to Section 3.3(b) above, each Shareholder as of the record datedate for a meeting of Shareholders shall be entitled to cast at such meeting one (1) vote with respect to each Share held by the Shareholder, as of the record date (and a proportionate fractional vote in the case of a fractional Share). The Board shall establish a record date not less than ten (10) nor more than ninety (90) days prior to the date of any meeting of Shareholders to determine eligibility to vote at such meeting and the number of votes which each Shareholder will be entitled to cast thereat, and shall maintain for each such record date a list setting forth the name of each Shareholder entitled to vote at the Meeting and the number of votes that each Shareholder will be entitled to cast at the meeting.
(d) A Shareholder may vote at any meeting of Shareholders by a proxy properly given in writing or by Electronic Transmission or by any other means permitted by applicable law by the Shareholder and filed with the Fund before or at the time of the meeting. A proxy may be suspended or revoked, as the case may be, by the Shareholder giving the proxy by a later writing or Electronic Transmission or by any other means permitted by applicable law delivered to the Fund at any time prior to exercise of the proxy, or if the Shareholder giving the proxy shall be present at the meeting and decide to vote in person. Any action of the Shareholders that is permitted to be taken at a meeting of the Shareholders may be taken without a meeting if consents in writing or by Electronic Transmission are signed by Shareholders holding a majority of the total number of votes eligible to be cast or such greater percentage as may be required in order to approve such action.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Popular U.S. Government Money Market Fund, LLC), Limited Liability Company Agreement (Popular U.S. Government Money Market Fund, LLC), Limited Liability Company Agreement (Popular U.S. Government Money Market Fund, LLC)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman Chairperson or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be calledTrustees. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third thirty percent of the Shares of in the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument Declaration or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument Declaration or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders present, in person or by proxy, holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares Holders present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman Chairperson or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees in their sole discretion without the necessity of further notice or a new record datenotice.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Pacific Select Fund), Agreement and Declaration of Trust (Pacific Select Fund)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any any
(b) business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(bc) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (American Mutual Fund), Agreement and Declaration of Trust (American Funds Global Balanced Fund)
Meetings of Shareholders. (a) Actions requiring the vote of the Shareholders may be taken at any duly constituted meeting of the Shareholders at which a quorum is present. A meeting may be limited to Shareholders holding Shares of one or more Series. Meetings of the Shareholders may be called at any time by the Chairman Board of Directors or by Shareholders holding at least a majority of the Trustees total number of votes eligible to be cast by Shareholders at such meeting, and may be held at such time, date and place as the Board of Directors shall determine. The Board of Directors 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 Shareholder entitled to vote at the meeting within a reasonable time prior thereto. Failure to receive notice of a meeting on the part of any Shareholder shall not affect the validity of any act or proceeding of the meeting, so long as a quorum shall be called present at the meeting, except as otherwise required by any Trustee upon written request applicable law. Only matters set forth in the notice of a meeting may be voted on by the Shareholders at a meeting. The presence in person or by proxy of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one holding one-third of the Shares total number of votes eligible to be cast by all Shareholders as of the Trust (or Class or Series thereof)record date shall constitute a quorum at any meeting. In the absence of a quorum, a meeting of the Shareholders may be adjourned by action of a majority of the Shareholders present in person or by proxy, shall constitute a quorum for proxy without additional notice to the transaction of any business, except Shareholders. Except as may otherwise be required by the 1940 Act any provision of this Agreement or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless of the 1940 Act, this Trust Instrument or (i) those candidates for Director receiving a plurality of the By-Laws votes cast at any meeting of all Shareholders shall be elected as Directors and (ii) all other actions of Shareholders taken at a meeting shall require a greater number of affirmative votes, the affirmative vote by the of Shareholders holding more than 50% a majority of the Shares (or Class or Series thereof) present, either total number of votes eligible to be cast by those Shareholders who are present in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, proxy at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trusteemeeting.
(b) Any Each Shareholder shall be entitled to cast at any meeting of ShareholdersShareholders that number of votes attaching to the Shareholder’s Shares in accord with Section 6.2(b)(6) hereof as of the record date for such meeting. The Board of Directors shall establish a record date not less than 10 nor more than 60 days prior to the date of any meeting of Shareholders to determine eligibility to vote at such meeting and the number of votes that each Shareholder will be entitled to cast thereat, whether and shall maintain for each such record date a list setting forth the name of each Shareholder and the number of votes that each Shareholder will be entitled to cast at the meeting.
(c) A Shareholder may vote at any meeting of Shareholders by a proxy properly executed in writing by the Shareholder and filed with the Company before or not a quorum is present, at the time of the meeting. A proxy may be adjourned for suspended or revoked, as the case may be, by the Shareholder executing the proxy by a later writing delivered to the Company at any lawful purpose time prior to exercise of the proxy or if the Shareholder executing the proxy shall be present at the meeting and decide to vote in person. Any action of the Shareholders that is permitted to be taken at a meeting of the Shareholders may be taken without a meeting if consents in writing, setting forth the action taken, are signed by Shareholders holding a majority of the total number of votes properly eligible to be cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, such greater percentage as may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees required in order to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record dateapprove such action.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Skybridge Multi-Adviser Hedge Fund Portfolios LLC), Limited Liability Company Agreement (Skybridge Multi-Adviser Hedge Fund Portfolios LLC)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman [Chairman, President, Secretary, or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be calledTrustees. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of in the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument Declaration or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument Declaration or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders present, in person or by proxy, holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares Holders present, in each case either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees in their sole discretion without the necessity of further notice or a new record datenotice.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Lord Abbett Trust I)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 1025% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of in the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-By Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders present, in person or by proxy, holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares Holders present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees in their sole discretion without the necessity of further notice or a new record datenotice.
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Meetings of Shareholders. (a) The Trust is not required to hold an annual meeting of Shareholders.
(b) Meetings of the Shareholders of the Trust or any or all Series or Classes may be called at any time by the Chairman Trustees or President from time to time for the Trustees and shall purpose of taking action upon any matter requiring the vote or authority of the Shareholders of the Trust or such Series or Classes as herein provided or for such other purposes as may be prescribed by law, by this Declaration of Trust or by the By-Laws. Meetings of the Shareholders may also be called by the Trustees or the President from time to time for the purpose of taking action upon any Trustee upon written request other matter deemed by the Trustees or the President to be necessary or desirable. A meeting of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall may be held within or without the State of Delaware on such day and at such time as any place designated by the Trustees shall designateor President. Shareholders Notice of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether stating the time and place of the meeting, and any amendments to any such notice, shall be given or not a quorum is present, may caused to be adjourned or postponed by, or upon the authority of, the Chairman or given by the Trustees to another each Shareholder by mailing such notice or amendment, as applicable, postage prepaid, at least seven days before such meeting, at the Shareholder’s address as it appears on the records of the Trust, or by facsimile or other electronic transmission, at least seven days before such meeting, to the telephone or facsimile number or e-mail or other electronic or mobile address most recently furnished to the Trust (or its agent) by the Shareholder. Whenever notice of a meeting is required to be given to a Shareholder under this Declaration of Trust or the By-Laws, a written waiver thereof, executed before or after the meeting by such Shareholder or his or her attorney thereunto authorized and filed with the records of the meeting, shall be deemed equivalent to such notice.
(c) Once a meeting of Shareholders has been duly called, only the majority of the Independent Trustees or the President who called the meeting, as the case may be, shall have the right to revoke the call of the meeting.
(d) The Trustees may set in these By-Laws additional provisions relating to the holding of meetings (including the holding of meetings by electronic or other similar means), notice of meetings, record dates, place of meetings, conduct of meetings, voting by proxy, postponement, adjournment or cancellation of meetings and related matters. Shareholders at any meeting may only act with respect to matters set forth in the applicable meeting notice to Shareholders.
(e) Other provisions relating to meetings, quorum, required vote, record date and time other matters relating to Shareholder voting rights are as provided that no meeting shall be adjourned or postponed for more than six months beyond in the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record dateBy-Laws.
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Meetings of Shareholders. Only such business shall be conducted at a meeting of Shareholders as shall have been brought before the meeting pursuant to the Company's notice of meeting. Nominations of persons for election as a Director may be made at a meeting of Shareholders at which Directors are to be elected (ai) Meetings pursuant to the Company's notice of meeting, (ii) by or at the direction of the Directors or (iii) provided that the Directors have determined that Directors shall be elected at such meeting, by any Shareholder of the Company who is a Shareholder both at the time of giving of notice provided for in this Section 2.8(a) and at the time of the meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 2.8(a). In the event the Company calls a meeting of Shareholders for the purpose of electing one or more Directors, any such Shareholder may be called at any time nominate a person or persons (as the case may be) for election to such position as specified in the Company's notice of meeting, if the Shareholder's notice containing the information required by the Chairman last sentence of this Section 2.8(a) shall have been delivered to the Corporate Secretary at the principal offices of the Company not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in 10th day following the aggregate, not less than 10% day on which public announcement is first made of the Shares (or Class or Series thereof), such request specifying date of the purpose or purposes for which such meeting is and the nominees proposed by the Directors to be called. Any such meeting shall be held within or without the State of Delaware on such day and elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a meeting to a later date or time commence a new time period for the giving of a Shareholder's notice as described above. A Shareholder's notice to be proper must set forth (i) as to each person whom the Trustees shall designate. Shareholders Shareholder proposes to nominate for election or reelection as a Director (A) the name, age, business address and residence address of one third such person, (B) the class and number of the Shares of the Trust Company that are beneficially owned or owned of record by such person and (C) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A (or Class any successor provision) under the Exchange Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); and (ii) as to the Shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination or Series thereof)proposal is made, present in person or by proxy(x) the name and address of such Shareholder, shall constitute a quorum for as they appear on the transaction Company's Share ledger and current name and address, if different, and of any businesssuch beneficial owner, except as may otherwise be required by and (y) the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater class and number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% Shares of the Shares (or Class or Series thereof) present, either in person or Company which are owned beneficially and of record by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, Shareholder and a plurality shall elect a Trusteesuch beneficial owner.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
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Samples: By Laws (Usa Reit Fund LLC)
Meetings of Shareholders. (a) Meetings Section 1. All meetings of the Shareholders shareholders shall be held at such place within or without the State of Delaware, as may from time to time be fixed or determined by the board of directors. One (1) or more shareholders may participate in a meeting of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other.
Section 2. An annual meeting of the shareholders shall be held no earlier than ninety (90) days after the fiscal year end and no later than one hundred eighty (180) days after the fiscal year end, at which the shareholders shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the shareholders, for any purpose or purposes, including but not limited to the election of new directors, may be called at any time by the Chairman chief executive officer, president, a majority of the board of directors, or by the Trustees holders of not less than ten percent (10%) of all the shares issued and shall be called by any Trustee outstanding and entitled to vote at the particular meeting, upon written request delivered to the secretary of Shareholders holdingthe corporation. Such request shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, in it shall be the aggregateduty of the secretary to call a special meeting of the shareholders to be held at such time, not more than fifteen (15) days thereafter, as the secretary may fix. If the secretary shall neglect to issue such call, the person or persons making the request may issue the call.
Section 4. Written notice of every meeting of the shareholders, specifying the place, date and hour and the general nature of the business of the meeting, shall be served upon or mailed, postage prepaid, not less than 10% five (5) nor more than fifty (50) days prior to the meeting, unless a greater period of notice is required by statute, to each shareholder entitled to vote thereat.
Section 5. The officer having charge of the Shares transfer books for shares of the corporation shall prepare and make, at least three (or Class or Series thereof)3) days before each meeting of shareholders, such request specifying a complete list of the purpose or purposes for shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address and the number of shares held by each shareholder, which such meeting is to be called. Any such meeting list shall be held within or without kept on file at the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third registered office of the Shares corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the Trust meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.
Section 6. Business transacted at all special meetings of shareholders shall be limited to the purposes stated in the notice.
Section 7. The holders of fifty-one percent (51%) of the issued and outstanding shares entitled to vote, present in person or Class represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or Series thereof)by the certificate of incorporation or by these by-laws. If, however, any meeting of shareholders can not be organized because a quorum has not attended, the shareholders entitled to vote thereat, present in person or by proxy, shall constitute a quorum for have the transaction of any businesspower, except as otherwise provided by statute, to adjourn the meeting to such time and place as they may otherwise determine, but in the case of any meeting called for the election of directors such meeting may be required by adjourned only from day to day or for such longer periods not exceeding fifteen (15) days each as the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require holders of a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% majority of the Shares (or Class or Series thereof) present, either shares present in person or by proxy shall direct. At any adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.
Section 8. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the shares having voting powers, present in person or represented by proxy, orshall decide any question brought before such meeting, if applicableunless the question is one upon which, holding more than 50% by express provisions of the Net Asset Value statutes or of the Shares presentcertificate of incorporation or of these by-laws, either a different vote is required in which case such express provisions shall govern and control the decisions of such question.
Section 9. Each shareholder shall at every meeting of the shareholders be entitled to one (1) vote in person or by proxyproxy for each share having voting power held by such shareholder, but no proxy shall be valid after three (3) years from its date, unless coupled with an interest, and, except where the transfer books of the corporation have been closed or a date has been fixed as a record date for the determination of its shareholders entitled to vote, transferees of shares which are transferred on the books of the corporation within ten (10) days next preceding the date of such meeting shall not be entitled to vote at such meeting.
Section 10. In advance of any meeting of shareholders, the board of directors may appoint judges of election, who need not be shareholders, to act at such meeting constitutes or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may and, on the request of any shareholder or his/her proxy, shall make such appointment at the meeting. The number of judges shall be one (1) or three (3). If appointed at a meeting on the request of one (1) or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one (1) or three (3) judges are to be appointed. No person who is a candidate for office shall act as a judge. The judges of election shall do all such acts as may be proper to conduct the election or vote with fairness to all shareholders, and shall make a written report of any matter determined by them and execute a certificate of fact found by them, if requested by the chairman of the meeting or any shareholder or his/her proxy. If there be three (3) judges of election the decisions, act or certificate of a majority, shall be effected in all respects as the decision, act or certificate of all.
Section 11. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders, shareholders who would be entitled to vote at a meeting for such purpose and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority filed with the secretary of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record datecorporation.
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Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be calledTrustees. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of in the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument Declaration or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument Declaration or the By-By Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders present, in person or by proxy, holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares Holders present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees in their sole discretion without the necessity of further notice or a new record datenotice.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Brookfield Investment Funds)
Meetings of Shareholders. (a) Section 1. Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% shareholders of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting Corporation shall be held at the place, either within or without the State of Delaware Indiana, stated in the notice of said meeting.
Section 2. The annual meeting of shareholders of the Corporation shall be held on the last Friday in April of each year or at such day other time established for such meeting by 80% of the directors.
Section 3. A complete list of the shareholders entitled to vote at any shareholders' meeting, arranged in alphabetical order and containing the address and number of shares of stock so held by each shareholder who is entitled to vote at said meeting, shall be prepared by the Secretary and shall be subject to the inspection by any shareholder at the time and place of an annual meeting and at such time as the Trustees shall designate. Shareholders of one third principal office of the Shares Corporation for five (5) days prior thereto.
Section 4. At all shareholders' meetings a quorum shall consist of a majority of all of the Trust shares of stock outstanding and entitled by the Articles of Incorporation to vote on the business to be transacted at said meeting, but a meeting composed of less than a quorum may adjourn the meeting from day to day thereafter or until some future time.
Section 5. At the annual meeting of the shareholders, there shall be elected, by plurality vote, a Board of Directors, who shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified.
Section 6. At all shareholders' meetings, each shareholder shall be entitled to one (or Class or Series thereof), present 1) vote in person or by proxy, proxy for each share of common stock registered in the shareholder's name on the books of the Corporation as of the record date which shall constitute a quorum for the transaction of any business, except be as may otherwise be required fixed by the 1940 Act Board of Directors and entitled, by the Articles of Incorporation, to vote on the business to be transacted at said meeting.
Section 7. The shareholders may be represented at any meeting thereof by their duly appointed Attorney-in-Fact provided the proxy so appointing said Attorney-in-Fact shall be filed with the Secretary prior to the meeting.
Section 8. Special meetings of the shareholders of the Corporation may be called by the Chairman of the Board, by the President, by the Board of Directors, or by this Trust Instrument or the Byshareholders holding not less than one-laws. Any lesser number shall be sufficient for adjournments. Unless fourth of all of the 1940 Actshares of stock outstanding and entitled, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% Articles of Incorporation, to vote on the Shares (or Class or Series thereof) present, either business to be transacted at said special meeting whenever in the opinion of such person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at body such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trusteeis necessary.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
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Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman Chair or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be calledTrustees. Any such meeting shall be held within or without the State of Delaware (or may be held virtually) on such day and at such time as the Trustees shall designate. Shareholders of one one-third of the Shares of in the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument Declaration or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument Declaration or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders present, in person or by proxy, holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares Holders present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman Chair or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees in their sole discretion without the necessity of further notice or a new record datenotice.
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Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the the
(b) By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(bc) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Investment Co of America)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 1025% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of in the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by Act, this Trust Instrument or Instrument, the By-lawslaws or the requirements of any securities exchange on which Shares are listed for trading. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-By Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders present, in person or by proxy, holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares Holders present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees in their sole discretion without the necessity of further notice or a new record datenotice.
Appears in 1 contract
Samples: Trust Agreement (Horizons ETF Trust)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holdingTrustees. Shareholders, in the aggregate, not less than 10% owning at least two-thirds of the Outstanding Shares (or Class or Series thereof)entitled to vote at meeting, such request specifying may call a special meeting of the purpose or purposes for which such meeting is to be calledShareholders in accordance with the terms of the Bylaws. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-lawsLaws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
(c) If a quorum is present when a duly called and held meeting is convened, the Shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of Shareholders originally present leaves less than the proportion or number otherwise required for a quorum.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Davis Fundamental ETF Trust)
Meetings of Shareholders. (a) Meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Asset
(b) Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(bc) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Capital Income Builder)
Meetings of Shareholders. (a1) Meetings An annual general meeting of the Shareholders shall be called by the Chair of each JV Company once per Financial Year. The Chair shall also promptly call a special meeting of the Shareholders upon a written request for such a meeting being given by any Shareholder or Director of a JV Company to the Chair and to all Shareholders and Directors, and if the Chair does not call such a meeting within five (5) Business Days after receiving such written request then such Shareholder may do so alone.
(2) Each meeting of the Shareholders of a JV Company shall be held upon not less than ten (10) Business Days’ written notice (or such longer period as required under Applicable Law) given to the Directors, the Shareholders and the JV Company, or on shorter notice if all Shareholders consent thereto or if the Chair determines that a meeting must be held on shorter notice in order to deal with an urgent matter. Each meeting notice shall contain a reasonably detailed agenda of the business to be discussed at the meeting, together with, or referring to previously distributed, appropriate supporting material. Matters not included in the agenda may be submitted for the consideration and resolution of the Shareholders, or notice of any meeting of the Shareholders may be called waived, only if all of the Shareholders unanimously agree either prior to or at the meeting. The attendance of a Shareholder’s representative in person at any time meeting shall constitute a waiver of notice of such meeting, except where a Shareholder’s representative attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened and at the beginning of the meeting records such objection with the Chair and does not thereafter vote on any action taken at the meeting.
(3) Each meeting of the Shareholders of XxxXx shall be held in Douglas, Isle of Man, and each meeting of the Shareholders of ExploreCo and MineCo shall be held in Accra, Ghana or such other place permitted by Applicable Law as may be designated by the Chairman Chair of such JV Company. Unless otherwise expressly agreed to by the Shareholders of a JV Company, any or all Shareholders may participate in a meeting of the Trustees Shareholders by telephone or video conference, or such other technology which is agreed to by the Shareholders, so long as representatives of all Shareholders can hear and communicate with each other simultaneously, and a Shareholder participating in such a meeting by such means is deemed to be represented at the meeting. A Shareholder present at a meeting by telephone, video conference or such other means is present at the meeting for all purposes including the ascertainment of a quorum and such presence shall be called duly noted in the minutes of such meeting. f
(4) A quorum for a Shareholder meeting of a JV Company is constituted by any Trustee upon written request the attendance of one (1) representative of each Shareholder. If proper notice of a meeting of the Shareholders is given and a quorum is not present at a meeting of Shareholders holdingwithin thirty (30) minutes after the time fixed for holding such meeting, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be called. Any such meeting shall be held within or without adjourned to a date chosen by the State Chair, which shall be not sooner than three (3) Business Days, and not later than ten (10) Business Days, after the date of Delaware on such day the adjourned meeting, and at such a time as and place determined by the Trustees shall designateChair and permitted by Applicable Law. Shareholders of one third At least three (3) Business Days’ notice of the Shares of adjourned meeting shall be given to each Shareholder and Director. At the Trust (or Class or Series thereof)adjourned meeting, any Shareholders present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise business set forth on the agenda for the original meeting.
(5) The rules and procedures for the conduct of a meeting of the Shareholders of a JV Company not prescribed herein or in the constating documents of the JV Company or Applicable Law shall be required determined by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number Chair.
(6) The Chair of a JV Company shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number cause minutes of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, all proceedings and resolutions at such each meeting constitutes the action of the Shareholders, and a plurality shall elect a Trusteeof all written resolutions of the Shareholders, to be prepared and entered in books to be kept for that purpose.
(b7) Any meeting Except in the case of ShareholdersSpecial Majority Decisions which are also required to be approved at the Management Committee level in accordance with Section 5.11, whether or not a quorum is present, as may be adjourned for any lawful purpose required by Applicable Law, all decisions of the Shareholders of a JV Company shall be taken by a simple majority vote of the votes properly cast upon Shareholders in accordance with the question number of adjourning Common Shares held by each Shareholder in the JV Company.
(8) In lieu of a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond meeting, resolutions of the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, Shareholders (including Special Majority Decisions) may be adjourned validly passed, approvals given and determinations made by an instrument or postponed by, instruments in writing signed (in one or upon more counterparts) by each Shareholder of the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record dateJV Company.
Appears in 1 contract
Samples: Joint Venture Companies and Shareholders’ Agreement (Asanko Gold Inc.)
Meetings of Shareholders. (a1) Meetings All references to “Shareholders” under this Section 7.9, is expressly subject to and conditioned by the rights and restrictions attaching to the Shares as set out in the Articles.
(2) Annual general meetings of the Shareholders may be called at any time by the Chairman or the Trustees and shall will be called by any Trustee upon written request of Shareholders holdingthe Chairperson once per year, in the aggregate, not less than 10% and special meetings of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to Shareholders will be called. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required called by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority of the votes properly cast upon the question of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, Chairperson within a reasonable time after the date set receipt of written notice to the Chairperson by any Shareholder or Director requesting a special meeting, in each case, at the time and place determined by the Chairperson and indicated in the notice calling such meeting. Each Shareholder and Director shall be provided with no less than fourteen (14) Business Days’ prior written notice of each meeting. Each and every notice of meeting shall contain an agenda of the business to be conducted at the meeting. Notice of any meeting of the Shareholders may be waived in writing signed by the Shareholders either before or after the time of the meeting. The attendance of a representative of a Shareholder in person at any meeting shall constitute a waiver of notice of such meeting, except where such representative attends a meeting for the original express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened and at the beginning of the meeting records such objection with the person acting as determined by, or upon secretary of the authority ofmeeting and does not thereafter vote on any action taken at the meeting.
(3) The record date for the purposes of determining shareholders entitled to notice of any meeting of Shareholders shall be set to thirty (30) days prior to the date of the meeting of Shareholders.
(4) A quorum for meetings of the Shareholders will consist of representatives of Shareholders holding not less than sixty-six percent (66.6%) of the issued and outstanding Shares entitled to attend and vote at meetings of the Shareholders. If proper notice of a meeting of the Shareholders is given and a quorum of Shareholders is not present at a meeting of the Shareholders within thirty (30) minutes after the time fixed for holding such meeting, the Trustees without meeting will be adjourned to a date chosen by the necessity Chairperson, not sooner than ten (10) Business Days, and not later than twenty (20) Business Days, after the date of further notice the adjourned meeting, and at the time and place determined by the Chairperson. At the adjourned meeting, quorum will consist of three or more Shareholders in attendance.
(5) Except as otherwise required under the Act, the Articles or the terms of this Agreement, all decisions of the Shareholders shall be determined by a new record datesimple majority of votes. Each Shareholder shall be entitled to that number of votes which is equal to the number of Shares it holds. All decisions of the Shareholders may also be determined by a consent resolution signed by all of the Shareholders.
(6) The rules and procedures for the conduct of a meeting of the Shareholders not prescribed herein or in the constating documents of the Corporation will be determined by the Chairperson.
(7) The Chairperson will cause minutes of all proceedings and resolutions at each meeting of the Shareholders, and of all consent resolutions of the Shareholders, to be made and entered in books to be kept for that purpose.
(8) The Chairperson may invite any Person to attend any meeting of the Shareholders, as appropriate given the agenda for such meeting.
(9) Subject to the Articles, any or all Shareholders may participate in a meeting of the Shareholders by means of such telephonic, electronic or other video conferencing or communication facilities as permit all Shareholders participating in the meeting to hear and communicate with each other simultaneously, and a Shareholder participating in such a meeting by such means is deemed to be present at such meeting.
Appears in 1 contract
Samples: Shareholders Agreement
Meetings of Shareholders. (a) Section 1. Meetings of the Shareholders shareholders may be held at such place either within or without the State of Florida as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of shareholders shall be held on such date and at such time as may be fixed from time to time, provided, that there shall be an annual meeting held every calendar year at which shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called at any time by the Chairman of the Board or the Trustees President of the Corporation, and shall be called by any Trustee upon written the Board of Directors at the request in writing of Shareholders holding, a majority of the Board of Directors or at the request in writing of the aggregate, holders of not less than 1050% of all the Shares (or Class or Series thereof), shares entitled to vote at a meeting which shall state in such request specifying the purpose or purposes of the proposed meeting.
Section 4. The officer or agent who has charge of the stock transfer book for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders' meeting, or any adjournment thereof. Such list shall be arranged alphabetically and by voting group and shall show the address of each shareholder and the number of shares registered in the name of each shareholder. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.
Section 5. Except as may be provided by statute, written notice of an annual or special meeting of shareholders stating the place, date and hour of the meeting and the purpose or purposes for which such the meeting is called, shall be delivered, either personally or by first-class mail, not less than 10 nor more than 60 days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be called. Any such meeting shall be held within or without delivered when deposited in the State of Delaware United States mail addressed to the shareholder at his address as it appears on such day and at such time as the Trustees shall designate. Shareholders of one third stock transfer books of the Shares Corporation with postage thereon prepaid.
Section 6. The holders of a majority of the Trust (or Class or Series thereof)stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise expressly required by statute or by the Articles of Incorporation or these Bylaws. All shareholders present in person or represented by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If, however, such quorum shall not be initially present at any businessmeeting of shareholders, a majority of the shareholders entitled to vote thereat shall nevertheless have power to adjourn the meeting from time to time and to another place, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called. If after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Once a share is represented for any purpose at a meeting, it is deemed presented for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
Section 7. When an action other than the election of directors is to be taken by vote of the shareholders, it shall be authorized if the votes cast favoring the action exceed the votes cast against the action, except as may otherwise expressly required by statute, the Articles of Incorporation, or these Bylaws, in which case such express provision shall govern and control the decision of such question. "Shares represented at the meeting" shall be determined as of the time the existence of the quorum is determined. Except as otherwise expressly required by the 1940 Act or Articles of Incorporation, directors shall be elected by this Trust Instrument a plurality of the votes cast at an election.
Section 8. Except as otherwise provided by law or the By-laws. Any lesser number Articles, each shareholder shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% at every meeting of the Shares (or Class or Series thereof) present, either shareholders be entitled to one vote in person or by proxy, or, if applicable, holding more than 50% proxy for each share of the Net Asset Value capital stock having voting power held by such shareholder except as otherwise expressly required in the Articles of Incorporation. A vote may be cast either orally or in writing. Each proxy shall be in writing and signed by the shareholder or his authorized agent or representative. A proxy is not valid after the expiration of 11 months after its date unless the person executing it specifies therein the length of time for which it is to continue in force. Unless prohibited by law, a proxy otherwise validly granted by facsimile shall be deemed to have been signed by the granting shareholder. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the Shares present, either meeting.
Section 9. Attendance of a person at a meeting of shareholders in person or by proxyproxy constitutes a waiver of notice of the meeting except where the shareholder, at such the beginning of the meeting, objects to holding the meeting constitutes or transacting business at the meeting.
Section 10. Any action required to be taken at any annual or special meeting of the shareholders, or any other action which may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted. Within 10 days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the Shareholdersauthorized action and, and if the action is of a plurality type for which dissenters' rights are provided for by statute, the notice shall elect contain a Trustee.
(b) Any meeting of Shareholders, whether or not a quorum is present, may be adjourned for any lawful purpose by a majority clear statement of the votes properly cast right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of such statute regarding the question rights of adjourning a meeting to another date and time provided that no meeting shall be adjourned for more than six months beyond the originally scheduled meeting date. In addition, any meeting of Shareholders, whether or not a quorum is present, may be adjourned or postponed by, or upon the authority of, the Chairman or the Trustees to another date and time provided that no meeting shall be adjourned or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record datedissenting shareholders.
Appears in 1 contract
Meetings of Shareholders. The Shareholders of the Corporation shall meet at least annually at such place as the Shareholders may unanimously agree upon from time to time, otherwise Toronto, Ontario. The Shareholders shall also meet within 30 days of receipt by the Corporation and the other Shareholder of a request for a meeting by a Shareholder (aunless, in the case of an emergency, in which case the meeting may be called on 24 hours notice or on waiver of notice). Notice of each Shareholder meeting shall be given by the President (or, where applicable, the Shareholder requesting the same) Meetings at least 21 and no more than 50 days before such meeting, which notice shall specify the time and place of, and the agenda for, such Shareholder meeting. Notice of a Shareholder meeting may be waived if each Shareholder is represented at the meeting and all Shareholders present agree upon the waiver and upon the proposed agenda. A quorum for any Shareholder meeting will be present if all of the Shareholders may be called at any time are present or participating by the Chairman or the Trustees and shall be called by any Trustee upon written request of Shareholders holding, in the aggregate, not less than 10% of the Shares (or Class or Series thereof), such request specifying the purpose or purposes for which such meeting is to be calledtelephone. Any such meeting shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate. Shareholders of one third of the Shares of the Trust (or Class or Series thereof), present in person or by proxy, shall constitute a quorum for the transaction of any business, except as may otherwise be required by the 1940 Act or by this Trust Instrument or the By-laws. Any lesser number shall be sufficient for adjournments. Unless the 1940 Act, this Trust Instrument or the By-Laws require a greater number of affirmative votes, the affirmative vote by the Shareholders holding more than 50% of the Shares (or Class or Series thereof) present, either in person or by proxy, or, if applicable, holding more than 50% of the Net Asset Value of the Shares present, either in person or by proxy, at such meeting constitutes the action of the Shareholders, and a plurality shall elect a Trustee.
(b) Any meeting of Shareholders, whether or not If a quorum is presentpresent at the meeting, may the Shareholders will be adjourned for any lawful purpose by a majority competent to exercise all of the votes properly cast authorities, powers and discretions bestowed upon them under this Agreement. No business other than the question election of adjourning a chairman, if any, and the adjournment or termination of the meeting to another date and time provided that no meeting shall will be adjourned for more than six months beyond the originally scheduled meeting date. In addition, transacted at any meeting of Shareholders, whether or not unless a quorum is present at the commencement of the meeting but the quorum need not be present throughout the meeting. If within half an hour from the time appointed for a meeting, a quorum is not present, may the meeting will be adjourned or postponed byto the same day 2 weeks thereafter, or upon at the authority ofsame time and place. Notice of the adjourned meeting will be given to all Shareholders forthwith after the adjournment of the meeting. If at the adjourned meeting, a quorum is not present within half an hour from the time appointed, the Chairman Shareholder present and entitled to attend and vote at the meeting will constitute a quorum. No material item of business will be transacted at a Shareholder meeting unless the item appears on the agenda or unless all Shareholders unanimously agree to the Trustees item being added to another date and time provided that no meeting shall be adjourned the agenda. Except with respect to decisions referred to in Section 6.1 or postponed for more than six months beyond the originally scheduled meeting date. Any adjourned or postponed session or sessions may be held, within a reasonable time after the date set for the original meeting as determined by, or upon the authority of, the Trustees without the necessity of further notice or a new record date.requiring unanimity hereunder:
Appears in 1 contract
Samples: Shareholders Agreement (Wits Basin Precious Minerals Inc)