QUORUM & VOTING RULES Sample Clauses

QUORUM & VOTING RULES. A quorum for a first call meeting shall exist where 6 (six) of the Directors or their corresponding alternates are present, but in any event the presence of all the Directors or their alternates representing the Parties shall be required. The quorum for a second or subsequent Board meeting shall exist where 4 (four) of the Directors or their corresponding alternates are present, subject to Clause 3.2.4 hereof. The Directors of each Party present at a Board meeting shall have 1 (one) vote. The Parties realize that they have a substantial interest in the effective management and operation of SETA. Therefore, the decisions of the Board shall whenever possible he made on a unanimous basis after full discussion, and the Parties shall instruct their respective Directors on the Board to make a good faith effort to resolve any differences and to act unanimously. However, should unanimity not be achieved, the following rules shall apply: (a) the Major Decisions as defined in Clause 3.2.4 shall require a "Super Majority" vote at the Board of SETA, that is, the affirmative vote of at least 6 (six) Directors, (b) the decisions referred to in Clause 3.2.5 shall require a "Simple Majority" vote, at the Board of SETA, that is, the affirmative vote of at least 4 (four) Directors, and (c) on any resolution proposed to the Board of SETA in relation with ADP Ingenerie, Article 156 of the Mexican general law on commercial companies shall apply where the Directors appointed by ADP have a conflict of interest with SETA and in such case, notwithstanding Clause 3.
Sample 1
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QUORUM & VOTING RULES. A quorum for any SETA Shareholders Meeting installed in first call shall exist where 87.25% (eighty seven point twenty five percent) of the issued and outstanding Shares of SETA are present either physically or by proxy. A quorum for any SETA Shareholders Meeting installed in second or subsequent call shall exist where at least 50% (fifty percent) of the issued and outstanding Shares of SETA are present either physically or by proxy; provided that if the required quorum for a first call was not achieved due to Aeroinvest’s failure to attend, the quorum for second or subsequent call shall continue to be 87.25%. If the required quorum is not achieved in first call due to ADPM’s failure to attend, a second or subsequent call will be issued for such meeting, in the understanding that there shall be at least 15 (fifteen) calendar days between the date of the meeting in which the quorum was not achieved and the date of the subsequent meeting. The resolutions in the ordinary and extraordinary shareholders meetings in first call will be considered legally adopted when the favorable vote of 87.25% (eight seven point twenty five percent) of the issued and outstanding Shares of SETA is obtained. The resolutions in the ordinary and extraordinary shareholders meetings in second or subsequent call will be considered legally adopted when the favorable vote of at least 50% (fifty percent) of the issued and outstanding Shares of SETA is obtained, except for resolutions adopted by the shareholders meeting whereby Articles Twelfth, Thirteenth, Fifteenth, Twentieth, Twenty First, Twenty Second, Twenty Four, Thirty Three, Thirty Four and Forty Six of SETA’s bylaws are amended in such a way that the rights of ADPM (and/or of its successors or assigns) may be negatively affected, in which case, the favorable vote of 87.25% (eight seven point twenty five percent) of the issued and outstanding Shares of SETA will be required, regardless of whether the matters in question are to be adopted at a general or extraordinary shareholders meeting in first call, second call or subsequent call. Each shareholder shall have the same number of votes as the number of Shares held by it in the capital stock of SETA.
Sample 1
QUORUM & VOTING RULES. A quorum for a first call meeting of the Board of SETA shall exist where at least 6 (six) of the Directors or their corresponding alternates are present, but in any event the presence of all the Directors or their alternates representing the Parties shall be required. The quorum for a second or subsequent meeting of the Board of SETA shall exist where 4 (four) of the Directors or their corresponding alternates are present, but only to the extent that the Directors appointed by Aeroinvest or their corresponding alternates were actually present at the relevant meeting of the Board of SETA for which a first call was issued but the required quorum was not obtained due to the absence of the Directors appointed by ADPM. If the required quorum for a meeting of the Board of SETA in first call was not achieved due to the failure by the Directors appointed by Aeroinvest to attend, the quorum for second or subsequent call shall continue to be 6 (six) of the Directors or their corresponding alternates. Each Director appointed by a Party and present at a meeting of the Board of SETA shall have 1 (one) vote. The Parties realize that they have a substantial interest in the effective and efficient management and operation of SETA and GACN. Therefore, the decisions of the Board of SETA shall whenever possible be made on a unanimous basis after full discussion, and the Parties shall instruct their respective Directors on the Board of SETA to make a good faith effort to resolve any differences and to act unanimously. However, should unanimity not be achieved, the following rules shall apply: (a) the Major Decisions as defined in Clause 3.2.4 shall require a “Super Majority” vote at the Board of SETA, that is, the affirmative vote of at least 6 (six) Directors in first call, and 4 (four) in second call, subject to the quorum rules set forth herein, and (b) the decisions referred to in Clause 3.2.5 shall require a “Simple Majority” vote, at the Board of SETA, that is, the affirmative vote of at least 4 (four) Directors. The Board of SETA shall implement without requiring a vote at the Board of SETA all decisions specifically approved by the Shareholders in a SETA Shareholders Meeting.
Sample 1

Related to QUORUM & VOTING RULES

  • 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).

  • 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.

  • 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.

  • Proxy Voting The Adviser will vote, or make arrangements to have voted, all proxies solicited by or with respect to the issuers of securities in which assets of a Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy to the Trust prior to the execution of this Agreement, and any amendments thereto promptly.

  • Shareholders Voting Powers and Meeting 11 Section 5.1 Voting Powers 11

  • 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.

  • TIME OFF FOR VOTING If an employee does not have sufficient time to vote outside of working hours, the employee may request so much time off as will allow time to vote, in accordance with the State Election Code.

  • 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.

  • Vote If the Partners vote, in accordance with Section III(b), to dissolve the Partnership in accordance with the Governing Law.

  • Manner of Voting The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

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