Meetings/ Resolutions Clause Samples
The Meetings/Resolutions clause outlines the procedures for convening and conducting meetings, as well as the process for passing resolutions within an organization or between parties. It typically specifies how meetings are called, who must be notified, quorum requirements, and the manner in which decisions are formally approved, such as by majority vote or written consent. This clause ensures that decision-making processes are transparent, orderly, and legally valid, thereby reducing the risk of disputes over governance or authority.
Meetings/ Resolutions. Each Board of Trustees shall meet at least once a year and thereafter as often as required by the busi- ness of the pensions insurance scheme. A meeting shall be convened either on the request of the presi- dent or on the request of at least half of the members of the Board of Trustees. The president chairs the meeting. Resolutions shall be passed by a straight majority of the votes of all members. Minutes shall be kept of resolutions and shall be signed by a representative of both the employer and the employees. These minutes must be submitted to the Board of Foundation if the Foundation has to act on the basis of the resolutions. If the Board of Foundation discovers an illegality, it shall notify the Board of Trustees immediately and, if necessary, instruct it to take legal action or do so it- self. The Board of Foundation cannot annul a resolu- tion passed by the Board of Trustees but may sus- pend it until investigation by a supervisory or legal body has been concluded. In the event of a tied vote, the president has a casting vote. The Board of Trustees may decide on another procedure. Any resolutions passed on this matter must be notified immediately to the Board of Founda- tion in the minutes. Resolutions may also be passed by circular letter. A circulation resolution shall be adopted if all members of the Board of Trustees shall consent.
Meetings/ Resolutions. 1. The Committee meets at least twice a year or more if requested by one of its members or the Chairman of the Executive Board. Meetings shall be held in Amsterdam, New York or any other place as deemed convenient by the members. The language of the meetings shall be in English, unless all members prefer another language. Minutes shall be drafted in the English language.
2. The Committee shall decide whether the Chairman of the Executive Board and the Regional President Americas attends.
3. The Committee takes decisions by unanimous vote of the members present. Valid decisions can only be taken in a meeting attended by at least two members of the Committee, one of them the Chairman.
4. Subject to written consent of all members of the Committee, the Committee may take decisions by unanimous written consent.
5. If it should appear that the Committee is unable to take a decision with the required unanimous vote or written approval, its Chairman shall inform the Supervisory Board.
Meetings/ Resolutions. 1. The Committee meets at least four times per year or more if requested by of one its members or the Chairman of the Executive Board.
2. The Committee will, in general, invite the Chairman of the Executive Board to attend its meetings. The Committee can request the Chairman of the Executive Board to be accompanied by other members of the Executive Board and/or directors or other employees of the company. Preparatory Committee (Voorbereidingscommissie) Heineken N.V. August 2009 page 2
3. The Committee is supported by the Company Secretary, whose tasks shall include at least the following:
i. to timely convene the meetings;
ii. to send the members the agenda and the pertaining appendices, basically one week prior to the meeting;
iii. to take minutes of the meetings; the minutes are adopted at the next meeting;.
iv. to dispatch the draft minutes and/or the adopted minutes of the meeting to the members of both the Executive Board and the Supervisory Board (as soon as possible).
4. The Committee takes resolutions delegated to it by unanimous vote of the members present. Legally valid resolutions can only be taken in a meeting attended by at least two Committee members. This clause leaves unaffected the provisions of article 11, paragraph 9 of the company’s Articles of Association concerning the required cooperation by the delegated member of the Supervisory Board.
5. Subject to written permission of all members of the Committee, the Committee may also take resolutions delegated to it without holding a meeting.
Meetings/ Resolutions. 1. The Committee meets at least twice a year or more if requested by one of its members or the Chairman of the Executive Board. Meetings shall be held in Amsterdam, New York or any other place as deemed convenient by the members. The language of the meetings shall be in English, unless all members prefer another language. Minutes shall be drafted in the English language.
2. The Committee shall decide whether the Chairman of the Executive Board and the Regional President Americas attends.
3. The Committee takes decisions by unanimous vote of the members present. Valid decisions can only be taken in a meeting attended by at least two members of the Committee, one of them the Chairman.