Member Representatives. Except as otherwise provided in the agency agreement or the bylaws, the duly authorized representatives of each member shall act as, and vote on behalf of, such member. Except where the agency agreement or bylaws provide otherwise, representatives of the members shall hold at least one meeting each year for the election of directors and for the transaction of any other business. Except where the agency agreement or bylaws prescribe otherwise, special meetings of the representatives may be called for any purpose upon written request to the president or secretary to call the meeting. Such officer shall give notice of the meeting to be held between 10 and 60 days after receipt of such request. Unless the agency agreement or bylaws provide for a different percentage, a quorum for a meeting of the representatives of the members is a majority of the total members and a quorum for meetings of the board of directors is a majority of the membership of such board.
Member Representatives. The Fox Member and the LMC Member each ---------------------- will be entitled to designate one individual, and the Parent Member will be entitled to designate two individuals, to act as such Member's duly authorized representatives and agents (each a "Representative") for purposes of exercising such Member's Vote on any matter involving the Company. A Member will designate its Representatives by Notice to each other Member and may change any such designation at any time upon similar Notice.
Member Representatives. Each Member may designate representative(s) who shall vote on such Member's behalf at member meetings ("Member Representative(s)"). Any Member Representative shall have the authority to vote the entire Governance Rights of the Member he or she represents; provided, however, that only one Member Representative shall vote on a Member's behalf at any meeting of the members.
Member Representatives. The Members shall, by written resolution, each designate in writing from time to time its representative for purposes of all actions, approvals and decisions under this Agreement, plus an alternate. Each representative shall be fully authorized to provide, on behalf of the Member which he or she represents, any consent or approval which may be required hereunder, and any action or decision so taken by a representative shall be binding upon the Member which he or she represents. Each Member may change its authorized representative or alternate at any time by written notice to the other Member.
Member Representatives. The Company shall have a management committee consisting of three representatives of each Member of the Company (the “Management Committee”). Xxxxxx X. Xxxxxxx, III, Xxxxxx Xxxxx and Xxxxxx Xxxxx shall serve as Xxxxxxx’x initial Member representatives on the Management Committee and Xxxxx Xxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx-Xxxx shall serve as MOF’s initial Member representatives on the Management Committee. Each Member representative shall coordinate Member communications with respect to the Company’s affairs. Each Member may designate a replacement Member representative on the Management Committee upon Notification to the other Member. The Management Committee shall use reasonable efforts to meet once every Fiscal Quarter (either in person or by telephone) to review the Company’s operations, and more frequently as needed to address matters on an interim basis. Management Committee meetings may be called by any Member representative with at least three (3) Business Days’ prior Notification. Any Member representative may appoint another individual to act for such representative at any Management Committee meeting by a proxy executed in writing and presented to the other Member representatives at or before such meeting. Member representatives shall not be managers of the Company under the Act. The presence of at least one representative of each Member shall be required for every Management Committee meeting. Any matter submitted for the approval of the Management Committee shall be deemed approved if at least one representative of each Member approves or consents in writing to the matter.
Member Representatives. Each Member shall designate a senior executive level representative and an alternate representative with full authority to act on its behalf in carrying out the work of NPCC.
Member Representatives. (a) The Members hereby appoint Xxxxxx Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxxxxxxx to serve as the co-representatives of all Members as provided herein (each a “Member Representative”, and together, the “Member Representatives”). By signing this Agreement in their respective capacity as a Member Representative, Xxxxxx Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxxxxxxxx hereby each accept the appointment as a Member Representative for purposes of this Agreement and the Escrow Agreement. Each Member, by the execution of this Agreement, hereby irrevocably appoints the Member Representatives as the representative, proxy, agent and attorney-in-fact, with full power of substitution for such Member, for the limited purposes of carrying out the express duties of the Member Representatives under this Agreement and the Escrow Agreement. Within the scope of that limited purpose, each Member grants the Member Representatives the full and exclusive power and authority to represent and bind such Member with respect to all matters relating to, arising under or pursuant to the express duties of the Member Representatives under this Agreement and the Escrow Agreement. From and after the Closing, the Member Representatives shall be the final, single point representative for and on behalf of each Member and Parent will be obliged to deal only with the Member Representatives. A decision, act, consent or instruction of the Member Representatives as to any of the foregoing matters shall constitute a decision of all Members and shall be final, binding and conclusive on each Member. Parent and Merger Sub may rely, without independent investigation upon such decision, act, consent or instruction of the Member Representatives, as being the decision, act, consent or instruction of every Member. EACH MEMBER AGREES THAT SUCH AGENCY AND PROXY ARE COUPLED WITH AN INTEREST, ARE THEREFORE IRREVOCABLE WITHOUT THE CONSENT OF THE MEMBER REPRESENTATIVES AND PARENT, AND SHALL SURVIVE THE DEATH, INCAPACITY, BANKRUPTCY, DISSOLUTION OR LIQUIDATION OF ANY MEMBER. Upon the death, incapacity or resignation of Xxxxxx Xxxxxxx Xxxxxxxxxx or Xxxxx Xxxxxxxxxxx as a Member Representative, Members shall, within ten Business Days, provide Parent with prompt written notice of the identity and contact information of a successor Member Representative and a copy of a written acknowledgement of his, her or its appointment executed by such successor Member Representative. The Member Representatives may only act in their capacit...
Member Representatives. The LSAT Member and the LMC Member will each be entitled to designate two individuals to act as such Member's duly authorized representatives and agents (each a "Representative") for purposes of exercising the Vote of such Member on any matter involving the Company. A Member will designate its Representatives by Notice to each other Member and may change any such designation at any time upon similar Notice.
Member Representatives. By signing this Agreement, the Members holding Class A Common Units hereby appoint Bxxxx X. Xxxxxx as the Class A Member Representative, and the Members holding Class B Common Units appoint Jxxxx X. Xxxxxx as the Class B Member Representative. The Member Representatives will have full authority to act on behalf of the Members that they represent, including receiving any notices or reports, granting any consents or taking any other actions permitted or required to be taken by the Members under this Agreement. A successor Member Representative may be appointed by the written consent of Members holding a majority of the Class A Common Units, in the case of a Class A Member Representative, or Members holding a majority of the Class B Common Units, in the case of a Class B Member Representative. The Managing Member will not be required to recognize the authority of any successor Member Representative until the Managing Member has received written notice, signed by or on behalf of Members holding a sufficient number of Common Units to appoint such successor.
Member Representatives. Each Member shall designate a representative to ACCG - XXXX by action of its governing body. The representative shall be responsible to the Member for implementation of all loss control measures and for execution of the duties imposed on the Members by this agreement and the bylaws established hereunder.
