MEMBERS AND VOTING. 21 11.2.1 Initial Committee.................................................. 21 11.2.2 Appointment by Owners.............................................. 21 11.3
MEMBERS AND VOTING. Members shall have full voting rights, limited voting rights or shall be non-voting members, as follows:
MEMBERS AND VOTING. 7.1 The Company’s ownership shall be comprised of one (1) class of Membership Interest. For matters with respect to which the Members are entitled to Vote, any action taken by such Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement), including the following actions:
(a) a decision to continue the business of the Company after any event mentioned in Article IX;
(b) the Transfer of a Membership Interest and the admission of the Assignee as a Member of the Company;
(c) any amendment of the Articles of Organization or this Agreement;
(d) a compromise of the obligation of a Member to make a Capital Contribution;
(e) admission of a new Member and his required Capital Contribution;
(f) a decision with respect to the return of a Capital Contribution or to make monetary distributions to the Members, and the amounts thereof; and
(g) a decision to authorize and/or issue additional classes of Membership. For matters with respect to which all Members are entitled to Vote, any action taken by such Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement or mandated by the Act).
7.2 The record date for determining the Members entitled to receive Notice of any Meeting, to Vote, to receive any distribution or to exercise any right in respect of any other lawful action shall be the date set by a Majority of the Members; provided that such record date shall not be more than sixty (60), or less than ten (10), calendar days prior to the date of the Meeting, and not more than sixty (60) calendar days prior to any other action. In the absence of any action setting a record date, the record date shall be determined in accordance with California Corporations Code Section 17104(k).
7.3 Meetings of the Members may be called at any time by any Member for the purpose of addressing any matters on which the Members are entitled to Vote. Meetings of all the Members may be called at any time by any Member for the purpose of addressing any matters on which all Members are entitled to Vote. Meetings of the Members may be held at the principal executive office of the Company or at such other location as may be designated by the Manager. Following the call of any meeting, the Manager shall give Notice of the meeting not less than ten (10), or more than sixty (60), calendar days prior to the date of the meeting to all of the Members entitled to Vote at the meeting. The Notice shall state the p...
MEMBERS AND VOTING. 7.1 There shall be only one class of membership and except as otherwise set forth in this Agreement, no Member shall have any rights or preferences in addition to or different from those possessed by any other Member. Except as is otherwise provided herein with respect to decisions requiring unanimity or supermajority of the Members, any differences arising among the Managers as to ordinary matters connected with the Company’s business shall be decided by a a Majority in Interest of the Members, each Member having the number of Votes equal to that Member’s Membership Units. A Member’s Vote shall be personal to the Member and shall not be divisible or assignable except as provided in Section 7.3. Accept as otherwise set forth below or elsewhere in this Agreement the Manager shall have the sole and absolute authority to make all decisions on for and on behalf of the Company.
MEMBERS AND VOTING. The qualification of Members of the Association, the manner of their admission to membership, the manner of the termination of such membership and the manner of voting by Members shall be as follows:
A. Until such time as the first deed of conveyance of a Home from Declarant to an Owner is recorded amongst the Public Records of the County (“First Conveyance”), the membership of the Association shall be comprised solely of Declarant. Until the First Conveyance, Declarant shall be entitled to cast the one (1) and only vote on all matters requiring a vote of the membership.
B. Upon the First Conveyance, Declarant shall be a Member as to each of the remaining Homes until each such Home is conveyed to another Owner, and thereupon and thereafter each and every Owner, including Declarant as to Homes owned by Declarant, shall be a Member and exercise all of the rights and privileges of a Member.
C. Membership in the Association for Owners other than Declarant shall be established by the acquisition of ownership of fee simple title to a Home as evidenced by the recording of an instrument of conveyance amongst the Public Records of the County. Where title to a Home is acquired by conveyance from a party other than Declarant by means of sale, gift, inheritance, devise, judicial decree or otherwise, the person, persons or entity thereby acquiring such Home shall not be a Member unless or until such Owner shall deliver a true copy of a deed or other instrument of acquisition of title to the Association.
D. The Association shall have two (2) classes of voting membership:
1. Class “A” Members shall be all Members, with the exception of Declarant while Declarant is a Class “B” Member, each of whom shall be entitled to one (1) vote for each Lot owned.
2. Class “B” Member shall be Declarant, who shall be entitled to three (3) times the total number of votes of all Class “A” Members plus one (1) vote. Class “B” membership shall cease and be converted to Class “A” membership upon the earlier to occur of the following events (“Turnover Date”):
(a) three (3) months after the conveyance of ninety percent (90%) of the “Total Developed Lots” (as defined below) by Declarant, as evidenced by the recording of instruments of conveyance of such Homes amongst the Public Records of the County;
(b) upon the Class “B” Member abandoning or deserting its responsibility to maintain and complete the amenities or infrastructure as disclosed in the Neighborhood Documents. There is a rebuttable p...
MEMBERS AND VOTING. 7.1 Except as is otherwise provided herein with respect to decisions requiring unanimity or supermajority of the Members, any differences arising among the Managers as to ordinary matters connected with the Company’s business shall be decided by a Majority in Interest of the Class B Members, each Class B Member having the number of Votes equal to that Member’s Membership Units. A Member’s Vote shall be personal to the Member and shall not be divisible or assignable except as provided in Section 7.3. Accept as otherwise set forth below or elsewhere in this Agreement the Manager shall have the sole and absolute authority to make all decisions on for and on behalf of the Company.
MEMBERS AND VOTING. A Tule Subbasin TAC shall be formed with one (1) representative appointed from each GSA, as well as one (1) alternate from each GSA. The Subbasin TAC shall make technical recommendations regarding the Coordination Agreement and other Tule Subbasin related SGMA compliance issues to each GSA. The Tule Subbasin TAC shall meet as necessary. Each GSA shall be entitled to one (1) vote. Recommendations to each GSA shall only be made upon consensus of the Tule Subbasin TAC. Should consensus not be reached, the votes shall be reported to each GSA Board for further direction. A quorum shall exist when five of the seven GSAs have representatives in attendance. The chairperson and secretary will not hold any separate voting rights on the Tule Subbasin TAC.
MEMBERS AND VOTING. 7.1. There shall be only one class of membership and no Member shall have any rights or preferences in addition to or different from those possessed by any other Member. Each Member shall Vote in proportion to the Member's Percentage Interest as of the governing record date, determined in accordance with Section 7.2. Any action that may or that must be taken by the Members shall be by a Majority of Members, except that the following actions shall all require the unanimous Vote of the Members:
(a) the transfer of a Membership Interest and the admission of the Assignee as a Member of the Company;
(b) any amendment of the Articles of Organization or this Agreement; or
(c) compromise of the obligation of a Member to make a Capital Contribution.
7.2. The record date for determining the Members entitled to Notice of any Meeting, to vote, to receive any distribution, or to exercise any right in respect of any other lawful action, shall be the date set by a Majority of Members, provided that such record date shall not be more than 60, nor less than 10 days prior to the date of the Meeting, nor more than 60 days prior to any other action. In the absence of any action setting a record date the record date shall be determined in accordance with California Corporations Code section 17104(k).
7.3. At all Meetings of Members, a Member may Vote in person or by Proxy. Such proxy shall be filed with any Member before or at the time of the Meeting, and may be filed by facsimile transmission to a Member at the principal executive office of the Company or such other address as may be given by a Majority of Members to the Members for such purposes.
MEMBERS AND VOTING. The qualification of Members of the Association, the manner of their admission to the of the termination of such membership and the manner of voting by Members shall be as
A. Until such time as first deed of conveyance of a Lot from Declarant to an Owner is recorded amongst the Public Records of County ("First Conveyance"), the membership of the Association be solely of Declarant. Until the First Conveyance, Declarant shall to cast the one and only vote on all matters requiring a vote of the membership.
B. Upon the First Conveyance, Declarant shall be a Member as to each of the remaining each such Lot is conveyed to another Owner, and thereupon and thereafter each and every as to Lots by Declarant, shall be a Member and exercise all of the
C. Membership in the for Owners other than Declarant shall be established acquisition of of fee title to a Lot as evidenced by the recording of an conveyance the Public Records of the County. Where title to a Lot is acquired by conveyance from a party other than Declarant by means of sale, gift, inheritance, devise, bequest, judicial decree or otherwise, the person, persons or entity thereby acquiring such Lot shall not be a Member unless or until such Owner shall deliver a true copy of a deed or other instrument of of title to the Association. "Class A Members" be all Members, with the exception of Declarant Declarant is a Class B Member, of shall be entitled to one vote for each Lot owned.
MEMBERS AND VOTING. 7.1 Each Member shall Vote in proportion to the Member’s Percentage Interest as of the governing record date, determined in accordance with Section 7.2. Any action that may or that must be taken by the Members shall be by unanimous vote.
7.2 The record date for determining the Members entitled to Notice of any Meeting and to (i) vote, (ii) receive any distribution or (iii) exercise any right in respect of any other lawful action, shall be the date set by a Majority of Members, provided that such record date shall not be more than 60, nor less than 10 days prior to the date of the Meeting, nor more than 60 days prior to any other action. In the absence of any action setting a record date, the record date shall be determined in accordance with California Corporations Code ' 17104(k).
7.3 At all Meetings of Members, a Member may Vote in person or by Proxy. Such proxy shall be filed by any Member before or at the time of the Meeting, and may be filed by facsimile transmission to a Co-Manager at the principal executive office of the Company or such other address as may be given by the Co-Managers to the Members for such purposes.
