Common use of Secretary and Assistant Secretaries Clause in Contracts

Secretary and Assistant Secretaries. The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the Members. The Secretary shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; shall be custodian of the records and the seal of the Company and affix and attest the seal to all documents to be executed on behalf of the Company under its seal; and shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have the powers of the Secretary. During the Secretary’s absence or inability to act, the Secretary’s authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Board may designate.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Hiland Holdings GP, LP), Limited Liability Company Agreement (Calumet Specialty Products Partners, L.P.), Limited Liability Company Agreement (Hiland Partners, LP)

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Secretary and Assistant Secretaries. The Secretary shall shall: keep or cause to be keptthe minutes of the meetings of Shareholders, of the Board and of any committees, in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the Members. The Secretary shall ; see that all notices are duly given in accordance with the provisions of this Agreement and these By-Laws or as required by law; shall be custodian of the records and of the Trust; see that the seal of the Company and affix and attest the seal Trust is affixed to all documents to be executed the execution of which, on behalf of the Company Trust, under its seal; , is duly authorized, and shall see that when so affixed may attest the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filedsame; and in general, shall general perform all the duties incident to the office of Secretary a secretary of a Trust, and such other duties as, from time to time, may be assigned to him by the Board, the Chairman of the Board, or the President. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board, the President or the Chairman of the Board, shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have the powers of the Secretary. During the Secretary’s absence or inability to act, the Secretary’s authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Board may designateprescribe.

Appears in 2 contracts

Samples: JNL Series Trust, JNL Series Trust

Secretary and Assistant Secretaries. The Secretary shall keep or cause record all the proceedings of the meetings of the Shareholders and the Board of Directors and of any committees thereof in a book to be kept, in one or more books provided kept for that purpose, the minutes of all meetings of the Board, the committees of the Board and the Members. The Secretary ; he shall see that all notices are duly given in accordance with the provisions of this Agreement and or as otherwise required by law; he shall be custodian of the records and of the Company; he may affix the official seal of the Company and affix and attest Company, if any, to any document the seal to all documents to be executed execution of which, on behalf of the Company under its sealCompany, is duly authorized, and when so affixed may attest the same; and shall see that the booksand, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he shall perform all the duties incident to the office of Secretary secretary of a corporation organized under the DGCL, and such other duties as from time to time may be delegated to him by the President or assigned to the Secretary him by the BoardBoard of Directors or as may otherwise be provided by Law. The Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have exercise the powers of the Secretary. During Secretary during the Secretary’s 's absence or inability or refusal to act, the Secretary’s authority and duties shall be possessed by such Assistant . If no Secretary or Assistant Secretaries Secretary is appointed and serving, or in the absence of the appointed Secretary and Assistant Secretary, such other Officer as the Board may designateof Directors shall select shall have the powers and duties conferred upon the Secretary.

Appears in 2 contracts

Samples: Enbridge Inc, Enbridge Energy Management L L C

Secretary and Assistant Secretaries. The Secretary secretary shall keep attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president's supervision, the secretary shall give, or cause to be keptgiven, in one all notices required to be given by these by-laws or more books provided for that purposeby applicable law, shall have such powers and perform such duties as the board of directors, the minutes of all meetings president or these by-laws may, from time to time, prescribe, and shall have custody of the Board, the committees corporate seal of the Board and the Memberscorporation. The Secretary secretary, or an assistant secretary, shall see that all notices are duly given in accordance with have authority to affix the provisions corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of this Agreement and as required by law; shall be custodian such assistant secretary. The board of the records and directors may give general authority to any other officer to affix the seal of the Company corporation and affix and to attest the seal to all documents to affixing by his or her signature. The assistant secretary, or if there be executed on behalf more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the Company under its seal; and shall see that the bookssecretary, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have exercise the powers of the Secretary. During secretary and shall perform such other duties and have such other powers as the Secretary’s absence or inability to actboard of directors, the Secretary’s authority and duties shall be possessed by such Assistant Secretary president, or Assistant Secretaries as the Board may designatesecretary may, from time to time, prescribe.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (IAA, Inc.), Agreement and Plan of Merger and Reorganization (Ritchie Bros Auctioneers Inc)

Secretary and Assistant Secretaries. The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board, Board and the committees of the Board and the MembersBoard. The Secretary shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; shall be custodian of the records and the seal of the Company and affix and attest the seal to all documents to be executed on behalf of the Company under its seal; and shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have the powers of the Secretary. During the Secretary’s absence or inability to act, the Secretary’s authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Board may designate.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Stonemor Partners Lp), Limited Liability Company Agreement (Axar Capital Management L.P.)

Secretary and Assistant Secretaries. The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the Members. The Secretary shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; shall be custodian of the records and the seal of the Company and affix and attest the seal to all documents to be executed on behalf of the Company under its seal; and shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have the powers of the Secretary. During the Secretary’s 's absence or inability to actinability, the Secretary’s 's authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Board may designate.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Markwest Energy Partners L P), Limited Liability Company Agreement (Markwest Energy Partners L P)

Secretary and Assistant Secretaries. The Secretary secretary shall keep attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be keptgiven, in one all notices required to be given by these by-laws or more books provided for that purposeby law, shall have such powers and perform such duties as the board of directors, the minutes of all meetings president or these by-laws may, from time to time, prescribe, and shall have custody of the Board, the committees corporate seal of the Board and the Memberscorporation. The Secretary secretary, or an assistant secretary, shall see that all notices are duly given in accordance with have authority to affix the provisions corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of this Agreement and as required by law; shall be custodian such assistant secretary. The board of the records and directors may give general authority to any other officer to affix the seal of the Company corporation and affix and to attest the seal to all documents to affixing by his or her signature. The assistant secretary, or if there be executed on behalf more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the Company under its seal; and shall see that the bookssecretary, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have exercise the powers of the Secretary. During secretary and shall perform such other duties and have such other powers as the Secretary’s absence or inability to actboard of directors, the Secretary’s authority and duties shall be possessed by such Assistant Secretary president, or Assistant Secretaries as the Board may designatesecretary may, from time to time, prescribe.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Geeknet, Inc), Agreement and Plan of Merger (Active Network Inc)

Secretary and Assistant Secretaries. The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the Members. The Secretary shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; shall be custodian of the records and the seal of the Company and affix and attest the seal to all documents to be executed on behalf of the Company under its seal; and shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have the powers of the Secretary. During the Secretary’s 's absence or inability to act, the Secretary’s 's authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Board may designate.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Hiland Partners, LP), Limited Liability Company Agreement (Hiland Holdings GP, LP)

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Secretary and Assistant Secretaries. The Secretary secretary shall keep attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president's supervision, the secretary shall give, or cause to be keptgiven, in one all notices required to be given by these by-laws or more books provided for that purposeby law, shall have such powers and perform such duties as the board of directors, the minutes of all meetings president or these by-laws may, from time to time, prescribe, and shall have custody of the Board, the committees corporate seal of the Board and the Memberscorporation. The Secretary secretary, or an assistant secretary, shall see that all notices are duly given in accordance with have authority to affix the provisions corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of this Agreement and as required by law; shall be custodian such assistant secretary. The board of the records and directors may give general authority to any other officer to affix the seal of the Company corporation and affix and to attest the seal to all documents to affixing by his or her signature. The assistant secretary, or if there be executed on behalf more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the Company under its seal; and shall see that the bookssecretary, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have exercise the powers of the Secretary. During secretary and shall perform such other duties and have such other powers as the Secretary’s absence or inability to actboard of directors, the Secretary’s authority and duties shall be possessed by such Assistant Secretary president, or Assistant Secretaries as the Board may designatesecretary may, from time to time, prescribe.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mam Software Group, Inc.)

Secretary and Assistant Secretaries. The Secretary secretary shall keep attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be keptgiven, in one all notices required to be given by these by-laws or more books provided for that purposeby applicable law, shall have such powers and perform such duties as the board of directors, the minutes of all meetings president or these by-laws may, from time to time, prescribe, and shall have custody of the Board, the committees corporate seal of the Board and the Memberscorporation. The Secretary secretary, or an assistant secretary, shall see that all notices are duly given in accordance with have authority to affix the provisions corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of this Agreement and as required by law; shall be custodian such assistant secretary. The board of the records and directors may give general authority to any other officer to affix the seal of the Company corporation and affix and to attest the seal to all documents to affixing by his or her signature. The assistant secretary, or if there be executed on behalf more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the Company under its seal; and shall see that the bookssecretary, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have exercise the powers of the Secretary. During secretary and shall perform such other duties and have such other powers as the Secretary’s absence or inability to actboard of directors, the Secretary’s authority and duties shall be possessed by such Assistant Secretary president, or Assistant Secretaries as the Board may designatesecretary may, from time to time, prescribe.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Secretary and Assistant Secretaries. The Managers shall designate the Secretary of the Company, who shall keep or cause to be keptattend all meetings of the Members, in one or more books provided for shall see that purpose, the minutes notice is given of all meetings of the Board, the committees Members and shall keep and attest true records of the Board and all proceedings at all meetings of the Members. The Secretary shall see that have authority to attest any and all notices are duly given in accordance with the provisions of this Agreement and as required by law; shall be custodian of the records and the seal of the Company and affix and attest the seal to all documents to be executed instruments or writings on behalf of the Company under its seal; Company. The Secretary shall keep and shall see that the account for all books, reportsdocuments, statements, certificates and other documents papers and records required by law to be kept and filed are of the Company except those for which some other officer or agent is properly kept and filed; and in general, accountable. The Secretary shall generally perform all the duties incident usually appertaining to the office of secretary of a corporation. In the absence or disability of the Secretary, his duties shall be performed and his powers may be exercised by the Assistant Secretaries of the Company, in the order of their seniority, unless otherwise determined by the President, the Secretary or the Managers. Each Assistant Secretary that is appointed by the Managers shall generally assist the Secretary and shall have such other powers and perform such duties as shall from time to time may be assigned prescribed or delegated to the Secretary him by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have President or the powers of the Secretary. During the Secretary’s absence or inability to act, the Secretary’s authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Board may designateManagers.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Great Plains Energy Inc)

Secretary and Assistant Secretaries. The Secretary shall keep or cause to be kept, in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and written consents of the MembersSole Member. The Secretary shall see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; shall be custodian of the records and the seal of the Company and affix and attest the seal to all documents to be executed on behalf of the Company under its seal; and shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Board. Assistant Secretaries shall have such of the authority and perform such of the duties of the Secretary as may be provided in this Agreement or assigned to them by the Board or the Secretary. Assistant Secretaries shall assist the Secretary in the performance of the duties assigned to the Secretary, and in assisting the Secretary, each Assistant Secretary shall for such purpose have the powers of the Secretary. During the Secretary’s absence or inability to act, the Secretary’s authority and duties shall be possessed by such Assistant Secretary or Assistant Secretaries as the Board may designate.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Stonemor Partners Lp)

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