Regular, Special and Rescheduled Meetings. (i) The Board shall hold regular meetings at least quarterly. Meetings shall be held at places within the United States (which may be in or outside the State of Delaware) determined by the Operating Member, or otherwise as may be agreed by the Managers or permitted pursuant to Section 3.2(d). The Operating Member shall give 30 days’ notice to the Managers of such regular meetings. Additionally, any Manager may call a special meeting upon 15 days’ notice to the Operating Member and the other Managers. In case of emergency, reasonable notice of a special meeting shall suffice. (ii) There shall be a quorum if three Managers are present, at least one of which must be a Manager appointed by the Majority Member and at least one of which must be a Manager appointed by the Minority Member. If a quorum is not present within 30 minutes following the time appointed for the commencement of the Board meeting, any Manager present may adjourn the meeting, which then shall be automatically rescheduled for the same time of day and at the same place on the sixth Business Day thereafter at the location where the meeting is to be held. The Operating Member shall make a good faith effort to give notice to the Managers of the rescheduled meeting but otherwise shall be under no obligation to give any Manager notice thereof. A quorum shall be deemed to be present at such rescheduled meeting for all purposes under this Agreement if at least three Managers are present. Only those items included on the agenda for the original meeting (and which are not subject to 100% approval pursuant to Section 3.3(c)) may be acted upon at such a rescheduled meeting, but any matters may be considered with the consent of all Managers.
Appears in 4 contracts
Samples: Implementation Agreement (Barrick Gold Corp), Implementation Agreement (Newmont Mining Corp /De/), Limited Liability Company Agreement
Regular, Special and Rescheduled Meetings. (i) The Board shall hold regular meetings at least quarterly. Meetings shall be held at places within the United States (which may be in or outside the State of Delaware) determined by the Operating MemberCompany, or otherwise as may be agreed to by the Managers or permitted pursuant to Section 3.2(d4.02(d). The Operating Member Company shall give 30 days’ prior notice to the Managers of such regular meetings. Additionally, any Manager may call a special meeting upon 15 days’ prior notice to the Operating Member Company and the other Managers. In case of emergencyEmergency, reasonable notice of a special meeting shall suffice.
(ii) There shall be a quorum if three Managers are present, at least one of which must be a Manager appointed by the Majority Member holders of Class A Units and at least one of which must be a Manager appointed by the Minority Memberholders of Class B Units (or, prior to the Conversion Date, Preferred Units) are present. If a quorum is not present within 30 minutes following the time appointed for the commencement of the Board meeting, any Manager present may adjourn the meeting, which then shall be automatically rescheduled for the same time of day and at the same place on the sixth second Business Day or any other Business Day thereafter selected by the Managers present at the location where the meeting is to be held; provided, however, that if an Emergency exists or is imminent whereby adjourning and rescheduling the meeting would adversely affect the Company and its subsidiaries, taken as a whole, in any material respect, then a quorum shall be deemed to be present if at least two Managers are present. The Operating Member Company shall make a good faith effort to give notice to the Managers of the rescheduled meeting but otherwise shall be under no obligation to give any Manager notice thereof. A If notice thereof has been provided by the Company, a quorum shall be deemed to be present at such rescheduled meeting for all purposes under this Agreement if at least three two Managers are present. Only those items included on the agenda for the original meeting (and which are not subject to 100% approval pursuant to Section 3.3(c)) as included in the original notice of meeting may be acted upon at such a rescheduled meeting, but any matters may be considered with the consent of all three Managers.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Venture Global, Inc.), Limited Liability Company Agreement (Venture Global, Inc.), Limited Liability Company Agreement (Venture Global, Inc.)