Common use of Meetings; Quorum Clause in Contracts

Meetings; Quorum. (a) Meetings of the Board of Directors shall be held at least quarterly. Meetings may be called by order of the President 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) 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 all four (4) Xxxxxx Directors and all four (4) Modelo Directors shall constitute a quorum for the transaction of any specified item of business requiring Unanimous Approval and the presence in person or by proxy of at least two (2) Xxxxxx Directors and two (2) Modelo Directors shall constitute a quorum for the transaction of any other business or of any other 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 seventy two (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 seventy two (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 seventy two (72) hours prior to the adjourned meeting, and (ii) notice of a 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 any adjourned meeting at which the requisite quorum is present any action may be taken which might have been taken at the meeting as originally called. (c) The secretary of each meeting of the Board shall record the deliberations and determinations of the Board in written minutes which will be circulated by the secretary to the Directors after the meeting for their review and approval at or before the next meeting of the Board.

Meetings; Quorum. (a) Meetings of the Board of Directors shall be held at least quarterly. Meetings may be called by order of the President 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 all four (4) Xxxxxx Directors at least one Class A Director, one Class B Director and all four (4) Modelo Directors one Class C Director shall constitute a quorum for the transaction of any specified item of business requiring Unanimous Approval and the presence in person or by proxy of at least two (2) Xxxxxx Directors and two (2) Modelo Directors shall constitute a quorum for the transaction of any other business or of any other 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 seventy two (72) 72 hours after the date of the originally 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 seventy two (72) 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 seventy two (72) 72 hours prior to the adjourned meeting, and (ii) notice of a 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 or by proxy of at least one Director from two of the three classes. At any adjourned meeting at which the requisite quorum is present any action may be taken which might have been taken at the meeting as originally called, except that at a second adjourned meeting at which a quorum of only two of the three classes is present action may be taken only on those matters included on the meeting agenda accompanying the notice of meeting. (c) The secretary of each meeting of the Board shall record the deliberations and determinations of the Board in written minutes which will be circulated by the secretary to the Directors after following the meeting for their review and approval at or before before, if so directed by the Board, the next meeting of the Board.

Meetings; Quorum. (a) Meetings of the Board of Directors shall be held at least quarterlytwice a year. Meetings may be called by order of the President Chairman of the Board 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, means of communications (e.g. telecopying, e-mailing mailing) that permit the evidence of receiving such a notice or delivering personally the same at least ten (10) Business Days before the meeting to each Director; provided, however, that . The notice of any special meeting shall set forth an agenda of the Board may business to be given by nationally recognized (for notices to Directors) overnight courier service, or by telephoning, telecopying, e-mailing (in each case confirmed on transacted at 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 Directormeeting. Except as otherwise specified in the notice thereof, or as required by the Act, the Certificate of Formation or this Agreementas set forth in Section 3.3(b) with regard to adjournments, 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 all four (4) Xxxxxx both Banfi Directors and all four (4) Modelo both CyT Directors shall constitute a quorum for the transaction of any specified item of business requiring Unanimous Approval and the presence in person or by proxy of at least two (2) Xxxxxx Directors and two (2) Modelo three Directors shall constitute a quorum for the transaction of any other business or of any other specified item of business. In the absence of a quorum quorum, those Directors present may adjourn the meeting to a specified date (which shall not be less than seventy two three (723) hours Business Days 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 seventy two three (723) hours Business Days after the date of the first adjourned meeting). Notice of an adjourned meeting shall be given in the manner specified in Section 4.3(a3.3(a), except that (i) such notice need not be delivered more than seventy two three (723) hours Business Days prior to the adjourned meeting, and (ii) notice of a 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 any adjourned meeting at which the requisite quorum is present any action may be taken which might have been taken at present, only that business set forth in the notice of the meeting as originally calledcalled may be transacted. If after December 31, 2016, a Member’s appointed Directors fail to attend a duly noticed meeting of the Board such that there is no quorum, and if such Member’s Directors fail to then attend both duly noticed adjournments of such meeting, such that there is no quorum for the meeting and two adjournments thereof, then the other Member shall have the put right or call right, as the case may be, set forth in Section 7.7. In the case in which the quorum is not reached when the Board of Directors is convened after two consecutive attempts (with one such attempt being an adjournment of the original meeting) in order to resolve any of those decisions set forth in Section 3.4(c) that require the exclusive vote of the Directors appointed by Banfi, due in each case to the absence of one or more properly noticed CyT Directors, then at the second adjournment of such meeting of the Board of Directors only the Banfi Directors will constitute the necessary quorum for resolving those decisions set forth in Section 3.4(c). (c) Each proxy shall be in writing executed by the Director giving the proxy or by a duly authorized attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from its date unless a longer period is provided for in the proxy. Unless and until voted, every proxy shall be revocable at the pleasure of the Person who executed it or of that Person's legal representative or assigns, except in those cases where an irrevocable proxy permitted by statute has been given. (d) The secretary of each Members agree that at the first meeting of the Board each year during the three (3) year term of a Chairman, the Directors appointed by the Member that does not then have the right to designate the Chairman shall record select a person (who need not be a Director) to act as the deliberations and determinations secretary of the Board in written minutes which will be circulated meetings for that twelve (12) month period. In the event of the death, resignation , incapacity or removal by the secretary to appointing Directors, with or without cause, of the person designated as the secretary, the Directors after who had the meeting right to appoint the secretary shall have the right to designate another person to serve as secretary for their review and approval at or before the next meeting remainder of the Boardtwelve (12) month period.