Quorum for Board Meetings. (a) The quorum for a Board Meeting shall be (i) at least 3 (three) Directors, and shall always include, the Promoter (in his capacity as a Promoter Director) and at least 2 (two) Investor Directors (if 2 (two) or more than 2 (two) Investor Directors have been appointed at that time); or (ii) in case only 1 (one) Investor Director is appointed at a relevant time, then 2 (two) Directors which shall include the Promoter (in his capacity as a Promoter Director) and 1 (one) Investor Director, being present at such Board Meeting, unless for (i) or (ii), the relevant Investor or Promoter provides written notice prior to the commencement of the Board Meeting waiving the requirement for the presence of their respective nominee Directors to constitute a valid quorum for such meeting. In the event that no Investor Director is appointed, the requirement for quorum shall be as prescribed under the Act, provided however, that is shall always include the Promoter. Notwithstanding the aforesaid, in the event an Affirmative Voting Matter is to be discussed at any meeting of the Board, the procedure as set forth in Clause 3.20 is to be followed.
(b) If a quorum (as required under Clause 3.11(a) above) is not present at a Board Meeting within half an hour of the time appointed for a properly convened meeting, the meeting shall be adjourned for 5 (five) Business Days to be held at the same place and time of day (“First Adjourned Board Meeting”).
(c) If at the First Adjourned Board Meeting a quorum is not present within half an hour of the time appointed for a properly convened Board Meeting, the First Adjourned Board Meeting shall be adjourned again for 5 (five) Business Days to be held at the same place and time of day (“Second Adjourned Board Meeting”).
(d) At the Second Adjourned Board Meeting, the Directors present shall, subject to the provisions of the Act, constitute a quorum, provided that no Affirmative Voting Matter shall be discussed or transacted or voted upon at the Second Adjourned Board Meeting without following the procedure as set forth in Clause 3.20.
(e) For the avoidance of doubt, it is hereby clarified that the provisions of this Clause 3.11 shall only be applicable in respect of the Investors who have exercised their right to nominate an Investor Director, as contemplated in Clause 3.3, subject always to the provisions of Clause 3.20.
Quorum for Board Meetings. The quorum necessary for a meeting (including, without limitation, any adjourned meeting) of the Board shall be three (3) Directors.
Quorum for Board Meetings. A quorum for a meeting of the Board shall be the presence of a majority of all Directors then in office. No meeting of the Board shall be validly convened or constituted unless a quorum is present at such meeting.
Quorum for Board Meetings. A majority of the directors constitute a quorum at a meeting of the board.
Quorum for Board Meetings. (a) Where a Minority Investors Director has been appointed:
(i) and the business of the meeting includes a Board Reserved Matter, the quorum necessary for the transaction of any business by the Board (except for a meeting which has been reconvened in accordance with clause 8.3(c) and to which the provisions of that clause apply) is two Directors (including at least one Minority Investors Director) both present at the commencement and throughout the whole of the meeting; or
(ii) and the business of the meeting does not include a Board Reserved Matter, the quorum necessary for the transaction of any business by the Board (except for a meeting which has been reconvened in accordance with clause 8.3(c) and to which the provisions of that clause apply) is two Ingredion Directors both present at the commencement and throughout the whole of the meeting.
(b) If a quorum is not present within 30 minutes of the time when the meeting should have started, or, if during the meeting there is no longer a quorum, the meeting must be adjourned and reconvened for the date being two Business Days after, and at the same time and place as the meeting in question.
(c) At any reconvened meeting, if a quorum is not present within 30 minutes of the time when the meeting should have started, or if during the meeting, there is no longer a quorum, any one Ingredion Director will be a quorum.
(d) Where no Minority Investors Director has been appointed, the quorum necessary for the transaction of any business by the Board, including a Board Reserved Matter, shall be two Ingredion Directors.
Quorum for Board Meetings. At any meeting of the board, a quorum for the transaction of business shall be a majority of the number of directors in office from time to time. The board shall not transact business at a meeting of directors unless the minimum number of resident Canadian directors required by the Act is present.
Quorum for Board Meetings. At any meeting of the Board, a majority of the entire Board shall constitute a quorum. If there is less than a quorum at any meeting of the Board, such Directors present at the meeting shall adjourn the meeting from time to time for such period of time as may be approved by a majority of the votes present and shall cause notice of such adjournment to be delivered to all of the Directors who were absent from the adjourned meeting.
Quorum for Board Meetings. A quorum for the transaction of business at any meeting of the Board of a Company shall be a majority of Directors, including each of the VW Director, the JJDC Director and the PVI Director. If a quorum is not present at the commencement of a Board meeting, then the Directors present may not transact any business and such Directors shall be deemed to have adjourned such meeting to the same time and place on the same day the following week. At such reconvened meeting, a quorum for the transaction of business shall be a majority of Directors, one of whom shall be either the VW Director, the JJDC Director or the PVI Director.
Quorum for Board Meetings. (a) A quorum for a Board meeting is constituted by the attendance (in person or by alternate) of at least three Directors or such other number (which must not be less than two) as determined by the Board by a unanimous Directors' resolution.
(b) No business is to be transacted at a Board meeting unless a quorum is present. If a quorum is not present at a meeting of Directors within thirty minutes from the time stated in the notice of meeting, the meeting must be adjourned to the same time and place on the next Business Day. Each Director will be notified of the adjourned meeting.
Quorum for Board Meetings. The quorum for Board meetings is at least one Director appointed by each Shareholder.
