Common use of Quorum; Voting Clause in Contracts

Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee of the Trustees and providing for the conduct of its meetings, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business (which quorum once validly established cannot be broken by Trustees withdrawing from the meeting), and any action of such a Committee may be taken by a vote of a majority of the members of such Committee (a) present at a meeting of such Committee (a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time (participation by such means shall constitute presence in person at a meeting), or (b) evidenced by one or more written consents, including written consents submitted by mail, courier, e-mail, facsimile or other electronic means. Copies of such written consents shall be filed with the minutes of the proceedings of such Committee. Such consents shall be treated for all purposes as a vote taken at a meeting of such Committee. If in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by written consents of less than all of the Committee’s members, then prompt notice of any such action shall be furnished to each member who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member of the Trustees to act at that meeting only in the place of any absent member. Except as specifically provided in the votes constituting a Committee of the Trustees and providing for the conduct of its meetings, Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetings.

Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee of the Trustees and providing for the conduct of its meetings, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business (which quorum once validly established cannot be broken by Trustees withdrawing from the meeting), and any action of such a Committee may be taken by a vote of a majority of the members of such Committee (a) present at a meeting of such Committee (a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time (participation by such means shall constitute presence in person at a meeting), or (b) evidenced by one or more written consents, including written consents submitted by mail, courier, e-mailemail, facsimile or other electronic means. Copies of such written consents shall be filed with the minutes of the proceedings of such Committee. Such consents shall be treated for all purposes as a vote taken at a meeting of such Committee. If in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by written consents of less than all of the Committee’s Committees members, then prompt notice of any such action shall be furnished to each member who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member of the Trustees to act at that meeting only in the place of any absent member. Except as specifically provided in the votes constituting a Committee of the Trustees and providing for the conduct of its meetings, Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetings.

Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee of the Trustees and providing for the conduct of its meetings, a A majority of the members total number of votes held by Managers then serving on the Board (i.e., excluding any Committee vacancies on the Board) must be present (including for purposes of the Trustees shall actions taken pursuant to Section 5.3(g)) in order to constitute a quorum for the transaction of business of the Board (which provided that a quorum once validly established cannot be broken by Trustees withdrawing from the meetingmust at all times include at least two Investor Managers), and any action except as otherwise provided in this Agreement, the act of such a Committee may be taken by a vote of the Managers holding a majority of the members of such Committee (a) total votes present at a meeting of such Committee (the Board at which a quorum being is present shall be the act of the Board. Once a quorum is present to commence a meeting of the Board, such quorum shall be broken as soon as no Investor Managers remain present at such meeting and no further business may be transacted at such meeting until such time as a quorum shall again be present). If a quorum shall not be present during a meeting of the Board, including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the Managers present thereat may adjourn the meeting can hear each from time to time, without notice other than announcement at the same time (participation by such means meeting, until a quorum shall constitute presence in person be present. A Manager who is present at a meeting), or (b) evidenced by one or more written consents, including written consents submitted by mail, courier, e-mail, facsimile or other electronic means. Copies meeting of such written consents the Board at which action on any matter is taken shall be filed with presumed to have assented to the action unless his dissent shall be entered in the minutes of the proceedings meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the LLC immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of such Committeeaction. Such consents At each meeting of the Board, the Investor Managers present at such meeting shall be treated for collectively entitled to a number of votes (the “Investor Votes”) on all purposes as a vote taken matters to be voted on by the Board equal to the sum of one plus the number of Managers present at a such meeting of such Committee. If in accordance that are not Investor Managers, with the provisions each Investor Manager entitled to cast his proportionate share of the Declaration of Trust total Investor Votes. Each Executive Manager and these Bylaws any action is taken by written consents of less than all of the Committee’s members, then prompt notice of any such action each Contributor Manager shall be furnished entitled to each member who did not execute such written consent, provided that one vote on all matters voted on by the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member of the Trustees to act at that meeting only in the place of any absent member. Except as specifically provided in the votes constituting a Committee of the Trustees and providing for the conduct of its meetings, Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetingsBoard.

Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee The holders of the Trustees and providing for the conduct of its meetings, a majority of the members of any Committee of the Trustees stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business (which except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum once validly established canshall not be broken present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by Trustees withdrawing proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting), and until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any action of such a Committee business may be taken transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. When a quorum is present at any meeting, except for elections of directors, which shall be decided by a plurality vote, the vote of the holders of a majority of the members stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such Committee (a) present at a meeting of such Committee (a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time (participation by such means shall constitute presence in person at a meeting), or (b) evidenced by one or more written consents, including written consents submitted by mail, courier, e-mail, facsimile or other electronic meansquestion. Copies of such written consents shall be filed with the minutes of the proceedings of such Committee. Such consents shall be treated for all purposes as a vote taken at a meeting of such Committee. If in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by written consents of less than all of the Committee’s members, then prompt notice of any such action shall be furnished to each member who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member of the Trustees to act at that meeting only in the place of any absent member. Except as specifically Unless otherwise provided in the votes constituting a Committee Certificate of Incorporation, each stockholder shall at every meeting of stockholders be entitled to one vote in person or by proxy for each share of the Trustees and providing capital stock having voting power held by such stockholder, but no shares shall be voted pursuant to a proxy more than three years after the date of the proxy unless the proxy provides for the conduct of its meetings, Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetingsa longer period.

Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee of the Trustees and providing for the conduct of its meetings, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business (which quorum once validly established cannot be broken by Trustees withdrawing from the meeting), and any action of such a Committee may be taken by a vote of a majority of the members of such Committee (a) present at a meeting of such Committee (a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time (participation by such means shall constitute presence in person at a meeting), or (b) evidenced by one or more written consents, including written consents submitted by mail, courier, e-e mail, facsimile or other electronic means. Copies of such written consents shall be filed with the minutes of the proceedings of such Committee. Such consents shall be treated for all purposes as a vote taken at a meeting of such Committee. If in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by written consents of less than all of the Committee’s Committees members, then prompt notice of any such action shall be furnished to each member who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member of the Trustees to act at that meeting only in the place of any absent member. Except as specifically provided in the votes constituting a Committee of the Trustees and providing for the conduct of its meetings, Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetings.

Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee (a) At all meetings of the Trustees and providing for the conduct of its meetings, Steering Committee a majority of the members of any Committee of the Trustees Voting Members shall constitute a quorum for the transaction of business (a “Quorum”); provided that such majority must include at least one (1) of the Non-Government Members in order to constitute a Quorum. Notwithstanding the previous sentence, if at any meeting of the Steering Committee a Quorum is not present and thereafter proper notice is sent to (or receipt thereof is waived or deemed waived by) each Member stating that the meeting would be reconvened with the same agenda no less than seven (7) calendar days following the original meeting then a majority of Voting Members would constitute a Quorum for such second meeting. (b) Except as set forth in Sections 2.7(c)(xii) through (xv) which quorum once validly established cannot be broken by Trustees withdrawing from shall require an affirmative vote of at least nine (9) Voting Members, the meeting), and any action of such a Committee may be taken by a vote decision of a majority of the members Voting Members present at any meeting at which there is a Quorum shall be an act of the Steering Committee, provided that no decision shall be deemed to be an act of the Steering Committee unless at least four (4) Voting Members, including at least one (1) Non-Government Member (if any are present) cast votes in favor of such Committee decision. Each Voting Member shall have one (a1) present at a meeting vote in respect of such Committee (a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time (participation by such means shall constitute presence in person at a meeting), or (b) evidenced by one or more written consents, including written consents submitted by mail, courier, e-mail, facsimile or other electronic means. Copies of such written consents shall be filed with the minutes vote on any decision of the proceedings of such Committee. Such consents shall be treated for all purposes as a vote taken at a meeting of such Steering Committee. If there is a tie vote, the position taken by the Chair in such vote shall prevail. If a Quorum is not present at any meeting of the Steering Committee, the Members present may adjourn the meeting, without notice other than announcement at the meeting, until a Quorum shall be present. Except as set forth in Section 2.10, each decision, election, appointment or action by the Steering Committee, whether specifically set forth in this Agreement or otherwise, shall be made in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by written consents of less than all of the Committee’s members, then prompt notice of any such action shall be furnished to each member who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member of the Trustees to act at that meeting only procedures set forth in the place of any absent member. Except as specifically provided in the votes constituting a Committee of the Trustees and providing for the conduct of its meetings, this Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetings2.9(b).

Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business (which quorum once validly established cannot be broken by Trustees withdrawing from the meeting)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) or evidenced by one or more writings signed by such a majority. Members of such a Committee (a) present at may participate in a meeting of such Committee (a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time (and participation by such means shall constitute presence in person at a meeting). With respect to a Dividend Committee of the Trustees, 50% or (b) evidenced by more of the relevant Committee members shall constitute a quorum for the transaction of business. With respect to a Valuation Committee of the Trustees, one or more written consents, including written consents submitted by mail, courier, e-mail, facsimile or other electronic means. Copies of such written consents Committee members shall be filed with the minutes of the proceedings of such Committee. Such consents shall be treated for all purposes as a vote taken at a meeting of such Committee. If in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by written consents of less than all of the Committee’s members, then prompt notice of any such action shall be furnished to each member who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member quorum for the transaction of the Trustees to act at that meeting only in the place of any absent memberbusiness. Except as provided below or specifically provided in the votes resolutions constituting a Committee of the Trustees and providing for the conduct of its meetings, the notice requirements set forth in Article 2, Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetings. Notwithstanding the foregoing, it shall be sufficient notice to a Valuation Committee or Dividend Committee of the Trustees to send notice by telecopy, e-mail, telephone voice-message or other electronic means at least fifteen minutes before the start of the meeting and, if such notice includes a proposed written consent with respect to any matter to be considered at such meeting, delivery (including by telecopy, e-mail or other electronic means) by a Trustee on the Valuation Committee or Dividend Committee, as the case may be, of an executed counterpart of such written consent or a written message (including by electronic means) confirming such Trustee's intended vote with respect to any such matter prior to the start of such meeting to the Secretary, any assistant Secretary, the Treasurer or any assistant Treasurer of the Trust shall constitute such Trustee's presence at (for purposes of constituting a quorum) and vote taken at such meeting.

Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee of the Trustees and providing for the conduct of its meetings, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business (which quorum once validly established cannot be broken by Trustees withdrawing from the meeting), and any action of such a Committee may be taken by a vote of a majority of the members of such Committee (a) present at a meeting of such Committee (a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time (participation by such means shall constitute presence in person at a meeting), or (b) evidenced by one or more written consents, including written consents submitted by mail, courier, e-mail, facsimile or other electronic means. Copies of such written consents shall be filed with the minutes records of the proceedings of such Committee. Such consents shall be treated for all purposes as a vote taken at a meeting of such Committee. If in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by written consents of less than all of the Committee’s members, then prompt notice of any such action shall be furnished to each member who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member of the Trustees to act at that meeting only in the place of any absent member. Except as specifically provided in the votes or charter constituting a Committee of the Trustees and providing for the conduct of its meetings, Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetings.

Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee At all meetings of the Trustees and providing for the conduct Board of its meetingsDirectors, a majority of the members of any Committee of the Trustees Whole Board shall constitute a quorum for the transaction of business (which business. If a quorum once validly established canis not be broken by Trustees withdrawing present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting), and any action of such until a Committee may be taken by a quorum is present. The affirmative vote of a majority of the members of such Committee (a) directors present at a any meeting of such Committee (at which a quorum being present)is present shall be the act of the Board of Directors, including any meeting held except as may be otherwise specifically provided by means statute, the certificate of a conference telephone incorporation or other communications equipment by means these bylaws. If the certificate of which all persons participating in the meeting can hear each other at the same time (participation by such means shall constitute presence in person at a meeting), or (b) evidenced by incorporation provides that one or more written consentsdirectors shall have more or less than one vote per director on any matter, including written consents submitted by mailexcept as may otherwise be expressly provided herein or therein and denoted with the phrase “notwithstanding the final paragraph of Section 3.8 of the bylaws” or language to similar effect, courier, e-mail, facsimile every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, (i) any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic meanstransmission; and (ii) a consent may be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. Copies Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such written instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this Section 3.9 at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of such Committee. Such consents shall be treated for all purposes as a vote taken at a meeting the Board of such Committee. If in accordance with Directors, or the provisions of the Declaration of Trust and these Bylaws any action is taken by written consents of less than all of the Committee’s memberscommittee or subcommittee thereof, then prompt notice of any such action shall be furnished to each member who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. In the absence of any member of any such Committee, the members thereof present at any properly called meeting, whether or not they constitute a quorum, may appoint a member of the Trustees to act at that meeting only in the place of any absent member. Except same paper or electronic form as specifically provided in the votes constituting a Committee of the Trustees and providing for the conduct of its meetings, Section 2.3 of these Bylaws relating to special meetings shall govern the notice requirements for Committee meetingsminutes are maintained.