Meetings of the Board. The Board may hold meetings, both regular and special, either within or outside the State of Delaware. The first meeting of each newly elected Board shall be held immediately after the annual meeting of Members and at the same place, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the Directors. 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 Board. Special meetings of the Board may be called by any Member on two days' notice to each Director, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by any Member, the Chairman, or the Secretary in like manner and on five days' notice on the written request of one or more of the Directors. Notice of a meeting need not be given to any Director if a written waiver of notice, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement, the lack of notice. A waiver of notice need not specify the purposes of the meeting.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (United Auto Group Inc), Limited Liability Company Agreement (United Auto Group Inc), Limited Liability Company Agreement (Uag Connecticut I LLC)
Meetings of the Board. The (a) Unless otherwise required by law or provided in the Certificate or this Agreement, a majority of the Managers of the Board may hold meetingsfixed by, both regular or in the manner provided in, the Certificate or this Agreement shall constitute a quorum for the transaction of business of the Board, and specialthe act of a majority or more of the Managers of the Board fixed by, either within or outside in the State manner provided in, this Agreement shall be the act of Delaware. The first meeting the Managers (unless this Agreement, the Certificate, the Act or other applicable law requires the approval of each newly elected a greater number of the Managers of the Board for such action).
(b) Meetings of the Board shall be held immediately after the annual meeting of Members and at the same place, and no notice Company’s principal place of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held business or at such time and other place or places as shall be specified in a notice given as hereinafter provided for special determined from time to time by the Board. At all meetings of the Board, or as business shall be specified transacted in a written waiver signed by all of the Directors. Regular meetings of the Board may be held without notice at such time and at such place order as shall from time to time be determined by the Board. Attendance of a Manager at a 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 on the ground that the meeting is not lawfully called or convened.
(c) Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by the Board. Notice of such regular meetings shall not be required.
(d) Special meetings of the Board may be called by any Member Manager on at least two business days' ’ notice to each Directorother Manager, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by any Member, the Chairman, or the Secretary in like manner and on five days' notice on the written request of one or more together with a reasonably detailed statement of the Directors. Notice of a meeting need not purpose or purposes of, and the business to be given to any Director if a written waiver of noticetransacted at, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement, the lack of notice. A waiver of notice need not specify the purposes of the meeting.
Appears in 6 contracts
Samples: Operating Agreement (RAC Mexico Holdings II, LLC), Operating Agreement (RAC Mexico Holdings II, LLC), Operating Agreement (RAC Mexico Holdings II, LLC)
Meetings of the Board. The Board may hold meetings, both regular and special, either within or outside the State of Delaware. The first meeting of each newly elected Board shall be held immediately after the annual meeting of Members and at the same place, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the Directors. 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 Board and communicated in writing to each Director; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five (5) days’ notice of such change shall be communicated in writing to each Director before such change becomes effective. Special meetings of the Board may be called by any Member the Chief Executive Officer on two not less than five (5) days' ’ written notice to each DirectorDirector by facsimile, either personally, by telephone, by mail, by telegram or by any other means of written communication; , and special meetings shall be called by any Memberthe Chief Executive Officer, the Chairman, President or the Secretary in like manner and on five days' with like notice on upon the written request of any one or more of the Directors. Notice ; provided, that, notice of a special meeting need shall not be given to required if waived by all Directors, which waiver shall be assumed for any Director if a written waiver attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice of notice, executed by such Director before or after the meeting, is filed with the records meetings of the meetingBoard as if he or she were a Director, or provided that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any Director who attends the meeting without protesting prior thereto or at its commencementactions taken thereat, the lack of notice. A and provided further that no waiver of notice need not specify of a Board meeting from the purposes of the meetingBoard Observer shall be required where all Directors have waived such notice and are relying thereon.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Oncor Electric Delivery Co LLC), Contribution and Subscription Agreement (Oncor Electric Delivery Co LLC)
Meetings of the Board. The (a) Unless otherwise required by law or provided in the Certificate or this Agreement, a majority of the Managers of the Board may hold meetingsfixed by, both regular or in the manner provided in, the Certificate or this Agreement shall constitute a quorum for the transaction of business of the Board, and specialthe act of a majority or more of the Managers of the Board fixed by, either within or outside in the State manner provided in, this Agreement shall be the act of Delaware. The first meeting the Managers (unless this Agreement, the Certificate, the Act or other applicable law requires the approval of each newly elected a greater number of the Managers of the Board for such action).
(b) Meetings of the Board shall be held immediately after the annual meeting of Members and at the same place, and no notice Company's principal place of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held business or at such time and other place or places as shall be specified in a notice given as hereinafter provided for special determined from time to time by resolution of the Board. At all meetings of the Board, or as business shall be specified transacted in a written waiver signed by all of the Directors. Regular meetings of the Board may be held without notice at such time and at such place order as shall from time to time be determined by the chairman or, if none, by resolution of the Board. Attendance of a Manager at a 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 on the ground that the meeting is not lawfully called or convened.
(c) Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by resolution of the Board. Notice of such regular meetings shall not be required.
(d) Special meetings of the Board may be called by any Member Manager on at least two business days' notice to each Directorother Manager, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by any Member, the Chairman, or the Secretary in like manner and on five days' notice on the written request of one or more together with a reasonably detailed statement of the Directors. Notice of a meeting need not purpose or purposes of, and the business to be given to any Director if a written waiver of noticetransacted at, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement, the lack of notice. A waiver of notice need not specify the purposes of the meeting.
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Meetings of the Board. The (a) Unless otherwise required by law or provided in the Articles or this Agreement, a majority of the Managers of the Board may hold meetingsfixed by, both regular or in the manner provided in, the Articles or this Agreement shall constitute a quorum for the transaction of business of the Board, and specialthe act of a majority or more of the Managers of the Board fixed by, either within or outside in the State manner provided in, this Agreement shall be the act of Delaware. The first meeting the Managers (unless this Agreement, the Articles, NRS 86 or other applicable law requires the approval of each newly elected a greater number of the Managers of the Board for such action).
(b) Meetings of the Board shall be held immediately after the annual meeting of Members and at the same place, and no notice Company's principal place of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held business or at such time and other place or places outside of the State of Texas as shall be specified in a notice given as hereinafter provided for special determined from time to time by resolution of the Board. At all meetings of the Board, or as business shall be specified transacted in a written waiver signed by all of the Directors. Regular meetings of the Board may be held without notice at such time and at such place order as shall from time to time be determined by the chairman or, if none, by resolution of the Board. Attendance of a Manager at a 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 on the ground that the meeting is not lawfully called or convened.
(c) Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by resolution of the Board. Notice of such regular meetings shall not be required.
(d) Special meetings of the Board may be called by any Member Manager on at least two business days' notice to each Directorother Manager, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by any Member, the Chairman, or the Secretary in like manner and on five days' notice on the written request of one or more together with a reasonably detailed statement of the Directors. Notice of a meeting need not purpose or purposes of, and the business to be given to any Director if a written waiver of noticetransacted at, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement, the lack of notice. A waiver of notice need not specify the purposes of the meeting.
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Meetings of the Board. (a) The Board may hold its meetings, both regular and special, either within or outside the State state of Delaware. Indiana, at such places as from time to time may be determined by the Board or as may be designated in the respective notices or waivers of notice thereof.
(b) Regular meetings of the Board shall be held at such times and at such places as from time to time shall be determined by the Board.
(c) The first meeting of each newly elected Board shall be held immediately as soon as practicable after the annual meeting of Members the shareholders and at shall be for the same place, election of officers and no notice the transaction of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting other business as may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the Directors. 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 Board. come before it.
(d) Special meetings of the Board may shall be held whenever called by direction of the Chairman or at the request of Directors constituting one-third of the number of Directors then in office.
(e) Members of the Board or any Member on two days' Committee of the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.
(f) The Secretary shall give notice to each Director, either personally, Director of any meeting of the Board by telephone, by mail, by telegram mailing the same at least two days before the meeting or by any other means telegraphing or delivering the same not later than the day before the meeting. Such notice need not include a statement of communication; special meetings shall the business to be called by any Member, the Chairmantransacted at, or the Secretary in like manner purpose of, any such meeting. Any and on five days' notice on the written request of one or more all business may be transacted at any meeting of the DirectorsBoard. Notice No notice of a any adjourned meeting need not be given given. No notice to or waiver by any Director shall be required with respect to any meeting at which the Director if a written waiver of notice, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement, the lack of notice. A waiver of notice need not specify the purposes of the meetingpresent.
Appears in 1 contract
Samples: Annual Report
Meetings of the Board. The Board may hold meetings, both regular and special, either within or outside the State of Delaware. The first meeting of each newly elected Board shall be held immediately after the annual meeting of Members and at the same place, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the Directors. 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 Board. Special meetings of the Board may be called by any Member on two days' ’ notice to each Director, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by any Member, the Chairman, or the Secretary in like manner and on five days' ’ notice on the written request of one or more of the Directors. Notice of a meeting need not be given to any Director if a written waiver of notice, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement, the lack of notice. A waiver of notice need not specify the purposes of the meeting.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Penske Automotive Group, Inc.)
Meetings of the Board. The (a) Unless otherwise required by law or provided in the Certificate or this Agreement, a majority of the Managers of the Board may hold meetingsfixed by, both regular or in the manner provided in, the Certificate, or this Agreement shall constitute a quorum for the transaction of business of the Board, and specialthe act of a majority or more of the Managers of the Board fixed by, either within or outside in the State manner provided in, this Agreement shall be the act of Delaware. The first meeting the Managers (unless this Agreement, the Certificate, the Act or other applicable law requires the approval of each newly elected a greater number of the Managers of the Board for such action).
(b) Meetings of the Board shall be held immediately after the annual meeting of Members and at the same place, and no notice Company’s principal place of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at that time and place, the meeting may be held business or at such time and other place or places as shall be specified in a notice given as hereinafter provided for special determined from time to time by the Board. At all meetings of the Board, or as business shall be specified transacted in a written waiver signed by all of the Directors. Regular meetings of the Board may be held without notice at such time and at such place order as shall from time to time be determined by the Board. Attendance of a Manager at a 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 on the ground that the meeting is not lawfully called or convened.
(c) Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by the Board. Notice of such regular meetings shall not be required.
(d) Special meetings of the Board may be called by any Member Manager on at least two business days' ’ notice to each Directorother Manager, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by any Member, the Chairman, or the Secretary in like manner and on five days' notice on the written request of one or more together with a reasonably detailed statement of the Directors. Notice of a meeting need not purpose or purposes of, and the business to be given to any Director if a written waiver of noticetransacted at, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting prior thereto or at its commencement, the lack of notice. A waiver of notice need not specify the purposes of the meeting.
Appears in 1 contract
Samples: Operating Agreement (RAC National Product Service, LLC)