Meetings; Quorum Clause Samples
Meetings; Quorum. (a) Meetings of the Board of Directors shall be held at least quarterly. Meetings may be called by order of the Chief Executive Officer or any Director. Notice of the time and place of each meeting shall be given by or at the direction of the person or persons calling the meeting by mailing the same at least twelve (12) Business Days before the meeting, or by sending the same by nationally recognized overnight courier service at least ten (10) Business Days before the meeting, or by telephoning, telecopying, e-mailing or delivering personally the same at least ten (10) Business Days before the meeting to each Director; provided, however, that notice of any special meeting of the Board may be given by nationally recognized (for notices to Directors in the United States) or internationally recognized (for notices to other Directors) overnight courier service, or by telephoning, telecopying, e-mailing (in each case confirmed on the same day by nationally or internationally, as appropriate, recognized courier service) or delivering personally the same, at least three (3) Business Days before the meeting to each Director. Except as otherwise specified in the notice thereof, or as required by the Act, the Certificate of Formation or this Agreement, any and all business may be transacted at any meeting.
(b) At any meeting of the Board of Directors, the presence in person or by proxy of at least one Class A Director, one Class B Director and one Class C Director shall constitute a quorum for the transaction of business or of any specified item of business. In the absence of a quorum those Directors present may adjourn the meeting to a specified date (which shall not be less than 72 hours after the date of the originally-scheduled meeting). If a quorum is lacking at the adjourned meeting, that meeting may again be adjourned to a specified date (which shall not be less than 72 hours after the date of the first adjourned meeting). Notice of an adjourned meeting shall be given in the manner specified in Section 4.3(a), except that (i) such notice need not be delivered more than 72 hours prior to the adjourned meeting, and (ii) notice of the second adjourned meeting shall be accompanied by a meeting agenda describing in general terms the matters to be discussed and approved at the meeting. At a second adjourned meeting, the quorum for the transaction of business, and for any specified items of business on the meeting agenda, shall be reduced to the presence in person o...
Meetings; Quorum. Regular meetings of the Members Committee shall be held on a quarterly basis or more frequently as determined by the Members Committee, on such dates and at such times as may be determined by the Members Committee. Special meetings of the Members Committee may be called at any time by any Representative. All Members Committee meetings shall be held at the principal place of business of the Company or at such other place as shall be specified in the notice of such meeting. The Members Committee or its designee shall record minutes of each meeting and, as promptly as practicable following such meeting, provide to each Representative a copy of such minutes. The quorum for all such meetings shall be Representatives holding a majority of the votes entitled to be cast at such meeting (calculated on the basis of Percentage Interests); provided that, in no event shall the presence of a quorum satisfy any requirement for unanimous consent of the Members Committee contained herein.
Meetings; Quorum. Unless such notice is waived by all members of the Board (which waiver shall be deemed given by any member of the Board who participates in the applicable meeting), written notice (including, without limitation, via email) to each member of the Board must be given in connection with any Board meeting at least two business days prior to such meeting. Any member of the Board may participate in any meeting through telephonic or similar communications equipment means of which all Persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. A special meeting of the Board may be called at any time in accordance with this Section 4.7 at the request of any two or more members of the Board. Regular meetings of the Board will be held as determined by the Board, but not less frequently than quarterly. At any meeting of the Board, a majority of the members of the Board including at least one member of the Board appointed by the Purchaser Member and at least one member of the Board appointed by the Seller Member, whether present in person or by phone, shall constitute a quorum for the transaction of any business which may be taken at such a meeting.
Meetings; Quorum. The Board will convene formally on a quarterly basis. In addition, any director may call a special meeting of the Board upon three (3) Business Days’ prior notice. At each quarterly meeting of the Board, there will be a management discussion including, but not limited to, the matters outlined in the monthly management report. Directors shall be permitted to attend any meeting of the Board either in person or by teleconference. The quorum for a meeting of the Board, duly convened and held, will be a majority of the directors then in office including, if the Investor Board Nominees are then members of the Board, one Investor Board Nominee.
Meetings; Quorum. Meetings of the Board of Directors shall be held [at least quarterly]. Meetings may be called by order of the Chief Executive Officer or any Director. Notice of the time and place of each meeting shall be given by or at the direction of the person or persons calling the meeting by mailing the same at least twelve (12) Business Days before the meeting, or by sending the same by nationally recognized overnight courier service at least ten (10) Business Days before the meeting, or by telephoning, telecopying, e-mailing or delivering personally the same at least ten (10) Business Days before the meeting to each Director; provided, however, that notice of any special meeting of the Board may be given by nationally recognized (for notices to Directors in the United States) or internationally recognized (for notices to other Directors) overnight courier service, or by telephoning, telecopying, e-mailing (in each case confirmed on the same day by nationally or internationally, as appropriate, recognized courier service) or delivering personally the same, at least three (3) Business Days before the meeting to each Director. Except as otherwise specified in the notice thereof, or as required by the Act, the Certificate of Formation or this Agreement, any and all business may be transacted at any meeting.
Meetings; Quorum. Meetings of the Board of Managers may be held at such place or places (which need not be in the State of Delaware) and at such times as may be determined from time to time by the Board of Managers; provided, that absent such determination, meetings of the Board of Managers shall be held at the Company’s principal place of business. Special meetings of the Board of Managers may be called by any member of the Board of Managers on at least forty-eight (48) hours notice (which notice may be in writing or by any oral, telephonic or electronic means which conveys actual notice) to each other Manager. At every meeting of the Board of Managers, the presence (in person, by telephone or by proxy, which proxy must be revocable at any time) of a majority of all of the members of the Board of Managers will be necessary to constitute a quorum. Meetings may be held in person, by telephone, or any other means by which the members of the Board of Managers can hear each other. Any member of the Board of Managers attending or participating in a meeting of the Board of Managers will be deemed to have waived any notice requirement unless his presence at such meeting was for the sole purpose of objecting to the failure of notice.
Meetings; Quorum. A meeting of the Board may be held at any time or from time to time in the discretion of the Board, with or without advance notice. The attendance at a meeting of a majority of all Managers shall constitute a quorum for purposes of all business.
Meetings; Quorum. The Company agrees to hold regularly scheduled ---------------- meetings of the Board of Directors as determined by a majority of the Board of Directors. The Company will give each Purchaser that is entitled hereunder to either appoint a Purchaser Director or designate an observer pursuant to paragraph 1E below (so long as such Purchaser holds any Shares) written notice at least three days (24 hours, in the case of a telephone meeting) in advance of all meetings of the Board of Directors and all meetings of committees of the Board of Directors. If the Purchaser Director designated by a Purchaser is not able to attend a Board of Directors meeting or a meeting of a committee on which he serves, such Purchaser may designate any one person to attend as an observer. The Company shall furnish each such Purchaser with a copy of the minutes and other records of all meetings and other actions taken by the Board of Directors and its committees and all written material given to directors in connection with such meeting at the same time such materials and information are given to the directors. If the Company proposes to take any action by written consent in lieu of a meeting of its Board of Directors or any committee thereof, the Company shall give written notice thereof to each Purchaser Director prior to the effective date of such consent describing in reasonable detail the nature and the substance of such action.
Meetings; Quorum. 4.4.1 Regular meetings of the Board shall be held at least once per three (3) months at such place and time as set forth in notices provided to the Directors at least ten (10) Business Days in advance of such meeting. Special meetings of the Board shall be held upon notice of not less than three (3) Business Days setting forth an agenda or purpose for the meeting; provided, however, that any Director may waive compliance with such notice requirement before or after the meeting. Special meetings of the Board may be called by at least two (2) Directors upon three (3) Business Days’ notice to the Chairman, which notice shall include an agenda for such meeting.
4.4.2 Any Director may propose items for the agendas of any meeting of the Board whether in advance or at such meeting.
4.4.3 A quorum shall be deemed to exist for purposes of Board actions so long as at least a majority of the total number of Directors then in office are present, provided that proper notice of such Board meeting has been given, in accordance with Section 4.4.1, to each of the Directors then in office. Directors may participate in Board meetings in person or electronically (including video or audio conference) in accordance with the Japanese Companies Act.
4.4.4 Proceedings of Board meetings shall be in Japanese/English, as the case may be, and a record of each Board meeting shall be made in Japanese and English, and sent promptly to each Shareholder. In the event of a conflict between the English and Japanese versions, the Japanese version shall control.
4.4.5 Minutes of the meetings of the Board shall be placed and duly maintained at the office of the Company.
4.4.6 Any action that may be taken at a meeting of the Board may be taken in writing in accordance with the Company’s Articles of Incorporation.
Meetings; Quorum. The Company agrees to hold quarterly meetings of ---------------- the Board of Directors. A quorum for purposes of a meeting of directors must consist of at least three of the Purchaser Directors. So long as Pequot holds not less than 250,000 Shares, the Company will give a designated representative of Pequot (the "Pequot Representative") written notice at the same time as the directors but in any case not less than 24 hours in advance of all meetings of the Board of Directors and all meetings of committees of the Board of Directors, which notice shall include a copy of all written materials distributed to directors in connection with such meeting, and will permit the Pequot Representative to attend meetings of the Board of Directors. So long as Patricof holds not less than 250,000 Shares, the Company will give a designated representative of Patricof (the "Patricof Representative") written notice at the same time as the directors but in any case not less than 24 hours in advance of all meetings of the Board of Directors and all meetings of committees of the Board of Directors, which notice shall include a copy of all written materials distributed to directors in connection with such meeting, and will permit the Patricof Representative to attend meetings of the Board of Directors. So long as Attractor holds not less than 250,000 Shares, the Company will give a designated representative of Attractor (the "Attractor Representative") written notice at the same time as the directors but in any case not less than 24 hours in advance of all meetings of the Board of Directors and all meetings of committees of the Board of Directors, which notice shall include a copy of all written materials distributed to directors in connection with such meeting, and will permit the Attractor Representative to attend meetings of the Board of Directors. If any Purchaser Director designated by a Purchaser pursuant to paragraph 1A(i) is not able to attend a Board of Directors meeting or a meeting of a committee on which he serves, such Purchaser may designate any one person to attend as an observer.