Meetings of the Board of Managers. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the resolution of the Board. Special meetings of the Board may be called by the President on five (5) business days notice to each Manager, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of at least a quarter of the Managers.
Meetings of the Board of Managers. Meetings of the board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall be held at the principal place of business of the Company or at such other place as may be designated in the notice or waivers of notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any action required to be taken at a meeting of the board of managers, or any other action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other.
Meetings of the Board of Managers. (a) Meetings of the Board of Managers shall be held at such time and at such places as they shall determine. No meeting of the Board of Managers shall be held without a quorum being present, which shall consist of a majority of the managers. Managers may participate in a meeting of the Board of Managers by means of conference telephone or other similar communication equipment whereby all managers participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person at the meeting. Action of the Board of Managers shall require the favorable vote of a majority of all managers.
(b) Any action required or permitted by this Agreement to be taken at any meeting of the Board of Managers may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by all of the Managers.
Meetings of the Board of Managers may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting and without prior notice if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing.
Meetings of the Board of Managers. The Board of Managers may hold meetings, both regular and special, within or outside the State of Delaware. Meetings of the Board of Managers may be called by any Manager on not less than 24 hours’ notice to each Manager by telephone, facsimile, mail, e-mail or any other similar means of communication, with such notice stating the place, date and hour of the meeting (and the means by which each Manager may participate by telephone conference or similar communications equipment in accordance with Section 7.5) and the purpose or purposes for which such meeting is called. Special meetings shall be called by a Manager in like manner and with like notice upon the written request of any one or more of the Managers. Attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Meetings of the Board of Managers. Meetings of the Board of Managers may be called by any Manager or the President. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Managers not less than three (3) days prior to the date of the meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the Law, the majority vote of the Managers shall control all decisions for which the vote of the Board of Managers is required hereunder. The attendance by four out of the five Managers then in office at a meeting of the Board of Managers (or if there are less than five Managers then in office, then a majority of the Managers), in person or represented by proxy, shall constitute a quorum. The presence of any Manager at a meeting shall constitute a waiver of notice of the meeting with respect to such Manager, unless such Manager is present solely to challenge the validity of the meeting. The Managers may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Manager’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A Manager also may vote by proxy, but the holder of the proxy must be another Manager.
Meetings of the Board of Managers. (a) Meetings of the Board shall be held at least once every two months at the principal office of the Company or at any other place within or without the State of Delaware which may be designated by the written consent of all Managers. Any Manager may call a meeting of the Board by providing notice of such meeting to each other Manager in the following manner: Notice of the date, time and place of such meeting shall be mailed by regular mail to each other Manager at his or her designated address at least six (6) days before the meeting, or sent by overnight courier to each other Manager at his or her designated address at least two (2) days before the meeting (with delivery scheduled to occur no later than the day before the meeting), or given orally by telephone or other means, or by e-mail, facsimile or telecopy, or by any other means comparable to any of the foregoing, to each other Manager at his or her designated address at least twenty-four (24) hours before the meeting. The notice of the meeting shall state the general purpose of the meeting, but other routine business may be conducted at the meeting without such matter being stated in the notice.
(b) Meeting materials shall be distributed by the Company to each Manager of the Board by: (i) for regular bi-monthly meetings, at least five (5) days in advance of the meeting (unless a shorter advance period is approved in advance by the Board Chair); and (ii) for other meetings, as early as practicable in advance of the meeting. Such materials shall be well organized and provide reasonably detailed (but concise) information concerning items on the agenda for the meeting.
(c) During the Conservatorship, the Board shall provide, or shall cause to be provided, to FHFA, written notice of all meetings of the Board, including regular bi‑monthly and other meetings, by no later than the later of (i) two (2) weeks prior to the date of the meeting and (ii) the date on which notice is provided to the Managers in accordance with Section 6.5(a) hereof. During the Conservatorship, FHFA shall have the right to have one or more representatives of FHFA attend any meeting of the Board as an observer. Any such FHFA representative shall have no voting rights.
(d) During the Conservatorship, FHFA shall receive a copy of all materials distributed to the entire Board at the same time as such materials are distributed to the Board.
Meetings of the Board of Managers. The Board of Managers may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of regular meetings of the Board of Managers without notice other than such resolution. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board of Managers, the President or by a majority of the Board of Managers then in office. The person or persons authorized to call special meetings of the Board of Managers may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Managers called by them.
Meetings of the Board of Managers. The Board of Managers will meet from time to time at the request of any Manager.
Meetings of the Board of Managers. The Board of Managers may, but is not required to, hold any annual, special or other periodic formal meetings. Meetings of the Board of Managers may be called at any time and for any purpose by any Manager. The place of Board of Managers meetings may be within or without the State of Delaware Managers may participate in and hold a meeting of the Board of Managers by means of conference telephone or similar communications equipment as long as all persons participating in the meeting can hear one another. Meetings held by means of conference telephone or similar communications equipment shall be deemed to be held at the principal office of the Company. The meeting is also deemed to take place in the United States in the event that there is a Manager located outside the United States at the time of the meeting.
