Meetings of the Supervisory Board. 1. The Supervisory Board appoints one of its members as Chairman and may, if it wishes, appoint one or more Deputy Chairmen. It also chooses a secretary, who need not be a member of the Board.
2. The Chairman or, in the absence of the Chairman, a Deputy Chairman chairs the Supervisory Board meetings. Where both are absent, the Board appoints a chairman for the meeting.
3. The Board meets at the registered office, or at any other place specified in the notice of meeting, as often as the Company's interests require and in any event at least once every six months, in order in particular to hear the Managing Partners' report on the Company's business. Meetings may be called by the Chairman of the Board or, in the absence of the Chairman, by one of the Deputy Chairmen, or by at least half of the Board members, or by any of the Company's Managing Partners or General Partners. At least half of the members must be present in order for the Board's decisions to be valid. Decisions are made by a majority vote of the members present or represented and qualified to vote. An attending member may only represent one absent member, upon production of an express power of attorney. In the event of a tied vote, the Chairman has the casting vote. In calculating the quorum and majority, Board members attending the meeting via video conferencing or other telecommunications technology are considered to be present. The Board's deliberations are recorded in minutes entered into a special register and signed by the meeting chairman and secretary or by the majority of members present.
Meetings of the Supervisory Board. Each meeting of the Supervisory Board must be held and conducted in accordance with (i) the Articles of Association, and (ii) such Supervisory Board regulations as may be established by the Supervisory Board.
Meetings of the Supervisory Board. (a) The Supervisory Board shall hold a meeting at least once every calendar quarter and at any other time as may be requested by any three members of the Supervisory Board or the Chairperson. Meetings shall be held at the headquarters of the Joint Venture or as may otherwise be agreed by the Supervisory Board. Any member of the Supervisory Board may attend any meeting via teleconference; provided that, unless (i) otherwise agreed by Cosan and Shell or (ii) the meeting is called with less than 10 Business Days’ notice pursuant to paragraph (b) below, at least one member of the Supervisory Board nominated by each of Cosan and Shell shall attend in person.
(b) Subject to the provisions of this Agreement, the Downstream Byelaws and all applicable law, the members of the Supervisory Board may regulate their proceedings as they think fit. Every member of the Supervisory Board shall receive notice of a meeting at least 30 Business Days for regularly scheduled meetings, 10 Business Days for ad hoc meetings (including meetings to appoint the Interim CEO (as defined below) pursuant to Section 6.05(b)) (and at least 3 Business Days’ notice for ad hoc meetings where any 3 members of the Supervisory Board or the Chairperson reasonably consider that the matter(s) to be discussed is of a commercially urgent nature) before the intended date of the meeting. Notice of a meeting of the Supervisory Board is deemed to be duly given to a member of the Supervisory Board if it is sent in writing to him at his last known address or other address given by him to the Downstream Co for that purpose or given to him by electronic means to an address given by him to the Downstream Co for that purpose. The notice shall state the time, date, place and agenda of the meeting, attaching copies, where possible, of the documents or proposals to be considered or discussed. A member of the Supervisory Board may waive the requirement that notice be given to him of a meeting of directors or a committee of directors, either prospectively or retrospectively, and this requirement for notice can be dispensed with if all the members of the Supervisory Board are present at the meeting.
(c) The members of the Supervisory Board shall cause to be maintained minutes of all meetings of, and of all meetings of all committees of, the Supervisory Board.
(d) The formal language of any meeting of the Supervisory Board shall be English (with contemporaneous interpretation into Portuguese at the request of any me...
Meetings of the Supervisory Board. The Supervisory Board shall meet from time to time during the term of this Ultrio Addendum, but not less frequently than once each calendar quarter during the term hereof. Not less frequently than quarterly, a regular agenda item at the regularly scheduled Supervisory Board meeting shall be to receive a report from the Project Manager and conduct a review of the Ultrio Development Program to assess progress of the development and the potential for commercialization of the Ultrio Assay Product.
Meetings of the Supervisory Board. The Supervisory Board shall hold a meeting at least once every calendar quarter and at any other time as may be requested by any three members of the Supervisory Board or the Chairperson. Meetings shall be held at the headquarters of the Joint Venture or as may otherwise be agreed by the Supervisory Board. Any member of the Supervisory Board may attend any meeting via teleconference; provided that, unless (1) otherwise agreed by Cosan and Shell or (2) the meeting is called with less than 10 Business Days’ notice pursuant to paragraph (a) below, at least one member of the Supervisory Board nominated by each of Cosan and Shell shall attend in person.
Meetings of the Supervisory Board. The Supervisory Board shall meet from time to time during the term of this West Nile Virus Addendum, but not less frequently than once each calendar quarter during the term hereof. Not less frequently than quarterly, a regular agenda item at the regularly scheduled Supervisory Board meeting shall be to receive a report from the Project Manager and conduct a review of the WNV Development Program to assess progress of the development and the potential for commercialization of the WNV Assay Product.
Meetings of the Supervisory Board. The Supervisory Board shall meet from time to time during the term of this eSAS 2 Addendum, but not less frequently than once each calendar quarter during the term hereof. Not less frequently than quarterly, a regular agenda item at the regularly scheduled Supervisory Board meeting shall be to receive a report from the Project Manager and conduct a review of the eSAS 2 Development Program to assess progress of the development and the potential for commercialization of the eSAS 2 Instrument.
Meetings of the Supervisory Board. The Supervisory Board:
(i) shall hold meetings at such times as shall be determined by a majority of the entire membership of the Board but in no event shall such meetings be held less frequently than once every three months; notice of any such meeting shall be provided to each member of the Board no later than thirty days prior to the scheduled date of such meeting (unless such notice is waived in writing by any such member), which notice shall contain the date, time and place of such meeting and describe the proposed agenda of items to be discussed at such meeting, responsibility for arranging meetings will alternate between the parties on a quarterly basis;
(ii) may conduct meetings in person or by conference telephone, provided that any decision made during a telephone conference meeting is evidenced in a conformed writing signed by one of the members of such Board selected by each of the parties;
(iii) shall keep minutes reflecting actions taken at meetings; and
(iv) may act without a meeting if prior to such action a written consent thereto is signed by all members of the Board.
Meetings of the Supervisory Board. (i) The Supervisory Board shall hold meetings on a regular basis, but at least once every quarter and on extraordinary basis, whenever called by the Chairman of the Supervisory Board in accordance with the provisions of Section 2.2(g)(ii)(A). The quorum for a meeting of the Supervisory Board shall be 7 (seven) Supervisory Directors. Supervisory Directors shall participate at the Supervisory Board meetings (i) in person, provided that an absent Supervisory Director may be represented at any such meeting by proxy granted by the absent Supervisory Director to any other Supervisory Director who was appointed pursuant to a binding nomination of the Group which nominated the absent Supervisory Director, or (ii) by conference call or video conference, provided that each participant has the ability to hear and speak to each other participant.
(ii) Unless all of the Supervisory Directors are present, or those absent have expressly waived notice, no meeting of the Supervisory Board shall be validly convened unless at least 3 (three) Business Days prior written notice thereof, specifying the matters to be discussed at the meeting, shall have been given to all of the Supervisory Directors. Notice of such meetings may be given by letter sent by fax or by e-mail. 13 / 67
Meetings of the Supervisory Board. (a) The Supervisory Board shall meet at least once in each fiscal quarter of the Company, and otherwise when requested by any two Directors following at least 14 days' prior notice to each other Director.
(b) The Chairman of the Supervisory Board shall prepare and furnish to each other Director, at least ten days prior to any meeting of the Supervisory Board, an agenda for such meeting, which agenda shall include any proposed action that any Director shall request by notice to the Chairman no later than 14 days prior to such meeting. Meetings may be held by telephone conference.
