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 Partners, LP), Limited Liability Company Agreement (Calumet Specialty Products Partners, L.P.), Limited Liability Company Agreement (Calumet Specialty Products Partners, L.P.)

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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 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)

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: Merger Agreement (Geeknet, Inc), Merger Agreement (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, 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 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: Merger Agreement (Ritchie Bros Auctioneers Inc), Merger Agreement (IAA, 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: Merger Agreement (Citrix Systems Inc)

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Secretary and Assistant Secretaries. The Secretary secretary, if one is elected, 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 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 required to be given in accordance with the provisions of this Agreement and as required by these by-laws or by law; shall be custodian have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the records corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the 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 such assistant secretary. The board of 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: Business Combination Agreement (Decarbonization Plus Acquisition Corp II)

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: Merger Agreement (Mam Software Group, 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)

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)

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