Quorum and voting rules Sample Clauses

Quorum and voting rules. The quorum and voting rules for the Business Issues Committee will be the same as those applicable to the Operating Committee, under the provisions of Section 8.04.
Sample 1Sample 2
AutoNDA by SimpleDocs
Quorum and voting rules a. The quorum required to conduct Committee business will be Members who represent seventeen votes. Seventeen affirmative votes will be required to carry a motion. To the extent practicable, provisions will be made for Members to attend and participate in committee meetings through teleconference or other methods. In addition, with reasonable safeguards, provisions will be made to permit Members not physically present at a meeting to submit paper or electronic ballots and to vote by proxy. Meetings of the Committee will be open to all Parties. b. Each Member will have one vote, except as otherwise provided in paragraph (d) of this Section and paragraph (a) of Section 8.06. c. Each Member of a Committee must be a Party to the ISO Agreement, the designated representative of a Party or Parties, or the designated representative of an entity qualified for a seat under the provisions of this Agreement. d. A Party may not hold more than one vote within an Industry Sector Group on a Committee unless there are fewer Parties within the Industry Sector Group than votes allocated to that Group. e. A Party or other entity may not be a Member in one Industry Sector Group and at the same time be a Member, or Control a Member, in another Industry Sector Group; and a Party or other entity may not Control Members in more than one Industry Sector Group. An entity that is a Member in one Industry Sector Group or its Affiliate may, however, belong to a group of Parties or an association that serves as an At-Large Member in the same or another Industry Sector Group, and may participate in the selection of an At-Large Member in the same or another Industry Sector Group; provided that if the entity or its Affiliate Controls a group of Parties or association that serves as an At-Large Member, the entity or its Affiliate shall be disqualified from participating in the selection of the At-Large Member unless the entity or its Affiliate ceases to Control the group of Parties or association, as the term “Control” is defined in Section 1.18 of Article 1 of this Agreement; and provided further, that an employee of a Committee Member or its Affiliate may not serve as the At-Large Member representing a group of Parties or association on the Committee.
Sample 1
Quorum and voting rules. Each Consortium Body shall not deliberate and decide validly unless Parties of two-thirds (2/3) of its members are present or represented (quorum). Each Consortium Body shall strive to make decisions by consensus. If consensus cannot be achieved, decisions on proposals shall be taken by a majority of two-thirds (2/3) of the votes cast. If the quorum is not reached, the chairperson of the Consortium Body shall convene another meeting within 15 calendar days. If in this meeting the quorum is not reached once more, the chairperson shall convene a meeting which shall be entitled to decide even if less than the quorum of Members are present or represented. Each Member of a Consortium Body present or represented at the meeting shall have one vote. If two partners act as an "institutional couple", i.e. if they come from the same country and manage the same research budget, they shall share one vote. Two partners acting as an institutional couple will only be counted once when determining the quorum. In case of decisions regarding the budget of the Co-funded Call, only Funding Organisations shall be entitled to vote. Defaulting Parties may not vote. The decision on the entry of a new Party is taken in compliance with Section 3.1.
Sample 1
Quorum and voting rules. (a) The Executive Committee will hold meetings only if all four members are able to attend physically. Presence by proxy shall not be permitted, (d) However, should a disagreement arise on a matter discussed during a meeting of the Executive Committee, a vote among the four members shall take place. The decision to resolve such matter shall be a decision approved by at least three of the four Officers member of the Executive Committee. In addition, the General Director will have the right to veto a decision proposed by the three other Officers of the Committee. (e) If a decision to resolve a matter of disagreement cannot be made such that it is supported by at least three of the four Officers of the Committee (notwithstanding any veto of the General Director), then such matter of disagreement will be referred to the Board of SETA who shall proceed as follows: 2.26. Paragraph (c) and the second to last paragraph of Clause 4.3.6 of the ARCA are hereby amended to read as follows:
Sample 1
Quorum and voting rules. Each Party present or represented in the meeting shall have one (1) vote. Decisions concerning the fact that a Party is a Defaulting Party shall be taken unanimously, it being specified that, for decisions relating to the default of a Party and the consequences thereof, the vote of such Party shall not be required nor counted. The General Assembly shall not validly deliberate and decide unless a quorum of 2/3 of the members of the GalA Members is present or represented. Decisions shall be taken by a majority of two-thirds (2/3) of the votes unless otherwise provided for in this Consortium Agreement. In case the quorum is not met, the General Assembly will be convened once again within no more than fifteen (15) Days from this date, with the same agenda and may validly deliberate and vote even in the absence of quorum. Then all decisions shall be taken by a majority of four-fifth (4/5) of the votes unless otherwise provided for in this Consortium Agreement. In case of written consultation, the letter of the Coordinator shall specify the imparted deadline for response. Failure to respond within this deadline shall be deemed a non-vote for the application of the quorum and majority vote requirements.
Sample 1
Quorum and voting rules. Subproject Committee members may grant a power of attorney to other members to represent them as their proxies. The subproject committee may validly meet if 3/4rs of its members are present or represented. In case quorum is not met, the subproject committee will be convened once again within no more than two (2) weeks from this date, and may validly deliberate even in the absence of quorum.
Sample 1
Quorum and voting rules. (a) The Executive Committee will hold meetings only if all three members are able to attend physically. Presence by proxy shall not be permitted. (b) If the quorum fails to be reached or the meeting is postponed, the chairman of the Executive Committee shall schedule another meeting of the Executive Committee to be held within the next five Business Days or as otherwise agreed by the three Officers. (c) The Parties realize that they have a substantial interest in the effective and efficient management and operation of GCN. Therefore, the decisions of the Executive Committee shall, whenever possible, be made on a unanimous basis after full discussion, and the Parties shall instruct their respective Officers to make a good-faith effort to resolve any differences and to act unanimously. (d) However, should a disagreement arise on a matter discussed during a meeting of the Executive Committee, a vote among the three members shall take place. The decision to resolve such matter shall be a decision approved by at least two of the three Officer members of the Executive Committee. In addition, the General Director will have the right to veto a decision proposed by the two other Officers of the Committee. (e) If a decision to resolve a matter of disagreement cannot be made such that it is supported by at least two of the three Officers of the Committee (notwithstanding any veto of the General Director), then such matter of disagreement will be referred to the Board of SETA who shall proceed as follows : i. the disagreement shall be discussed and, if necessary, put to vote during the next scheduled Board meeting of SETA, unless the dispute requires an urgent resolution (which it will be deemed to do if at least one of the Officers of the Executive Committee sends a written notice to the Chairman of the Board of SETA to this effect), in which case the Chairman of the Board shall send within the next two Business Days a written notice to the Directors and the Board shall meet not later than 10 Business Days following the date of the notice, ii. the decision to resolve the disagreement shall be taken by Simple Majority vote of the Board pursuant to Clause 3.
Sample 1
AutoNDA by SimpleDocs
Quorum and voting rules. Each member of a Consortium Body present or represented in the meeting shall have one (1) vote. Decisions concerning the fact that a Party is a Defaulting Party shall be taken unanimously. But, for decisions relating to the default of a Party and the consequences, the vote of such Party shall not be required nor counted.
Sample 1

Related to Quorum and voting rules

  • Quorum and Voting The holders of a majority of the Outstanding Units of the class or classes for which a meeting has been called (including Outstanding Units deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval by holders of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required. The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

  • Quorum; Voting A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present).

  • Determination of Voting Rights; Conduct and Adjournment of Meetings (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1502(2), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3) At any meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. If the Securities of such series are issuable in minimum denominations of less than $1,000, then a Holder of such a Security in a principal amount of less than $1,000 shall be entitled to a fraction of one vote which is equal to the fraction that the principal amount of such Security bears to $1,000. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice.

  • Quorum and Required Vote (a) Forty percent (40%) of the outstanding Shares entitled to vote at a Shareholders' meeting, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares are listed for trading, in which case such quorum shall comply with such requirements. When a separate vote by one or more Series or Classes is required, forty percent (40%) of the outstanding Shares of each such Series or Class entitled to vote at a Shareholders' meeting of such Series or Class, which are present in person or represented by proxy, shall constitute a quorum at the Shareholders' meeting of such Series or Class, except when a larger quorum is required by this Declaration of Trust, the By-Laws, applicable law or the requirements of any securities exchange on which Shares of such Series or Class are listed for trading, in which case such quorum shall comply with such requirements. (b) Subject to the provisions of Article III, Section 6(d), when a quorum is present at any meeting, a majority of the votes cast shall decide any questions and a plurality shall elect a Trustee, except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law. Pursuant to Article III, Section 6(d) hereof, where a separate vote by Series and, if applicable, by Class is required, the preceding sentence shall apply to such separate votes by Series and Classes. (c) Abstentions and broker non-votes will be treated as votes present at a Shareholders' meeting; abstentions and broker non-votes will not be treated as votes cast at such meeting. Abstentions and broker non-votes, therefore (i) will be included for purposes of determining whether a quorum is present; and (ii) will have no effect on proposals that require a plurality for approval, or on proposals requiring an affirmative vote of a majority of votes cast for approval.

  • Meetings and Voting Meetings of Partners shall be at such times and locations as the General Partner shall determine in its sole discretion. The General Partner shall provide notice to the Limited Partners of any meetings of Partners in any manner that it deems reasonable and appropriate under the circumstances. The holders of a majority of the outstanding Voting Interests for which a meeting has been called (including Voting Interests owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Partners unless any such action by the Partners requires approval by holders of a greater percentage of the outstanding Voting Interests, in which case the quorum shall be such greater percentage of the outstanding Voting Interests. At any meeting of the Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Partners holding Voting Interests that, in the aggregate, represent a majority of the Voting Interests of those present in person or by proxy at such meeting shall be deemed to constitute the act of all Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Partners holding Voting Interests that in the aggregate represent at least such greater or different percentage shall be required; provided, however, that if, as a matter of Applicable Law or amendment to this Agreement, approval by plurality vote of Partners is required to approve any action, no minimum quorum shall be required. The Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by Partners holding the required Voting Interests specified in this Agreement. In the absence of a quorum, any meeting of Partners may be adjourned from time to time by the affirmative vote of Partners with at least a majority of the Voting Interests entitled to vote at such meeting (including Voting Interests owned by the General Partner) represented either in person or by proxy, but no other business may be transacted.

  • Proxies and Voting (a) On any matter that is to be voted on by Members, the Members may vote in person or by proxy, and such vote may be made, or proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Any such proxy shall be delivered in accordance with the procedure established for the relevant meeting. (b) For purposes of this Agreement, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. (c) The Board may, and to the extent required by law, shall, in advance of any meeting of Members, appoint one or more inspectors to act at the meeting and make a written report thereof. The Board may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of Members, the chairman of the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors. (d) With respect to the use of proxies at any meeting of Members, the Company shall be governed by paragraphs (b), (c), (d) and (e) of Section 212 of the DGCL and other applicable provisions of the DGCL, as though the Company were a Delaware corporation and as though the Members were shareholders of a Delaware corporation. (e) In the event that the Company becomes subject to Regulation 14A under the Exchange Act, pursuant to and subject to the provisions of Rule 14a-16 under the Exchange Act, the Company may, but is not required to, utilize a Notice of Internet Availability of Proxy Materials, as described in such rule, in conjunction with proxy material posted to an Internet site, in order to furnish any proxy or related material to Members pursuant to Regulation 14A under the Exchange Act.

  • Quorum; Required Vote At any meeting of the Members, the holders of a majority of the Voting Shares entitled to vote represented in person or by proxy shall constitute a quorum unless any such action by the Members requires approval by holders of a greater percentage of Voting Shares entitled to vote, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Shares entitled to vote specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum.

  • Conduct of a Meeting The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

  • Quorum; Action The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that if any Act is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specific percentage, that is less than a majority in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series. Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all of the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting. Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other act that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all, Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series: (i) there shall be no minimum quorum requirement for such meeting; and (ii) the principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.

  • Conduct of Meeting Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!