Voting by Members. Members shall be entitled to vote on all matters which provide for a vote of the Members in accordance with each Member’s percentage interest.
Voting by Members. In relation to the Member’s percentage interest, the Member shall be entitled to vote on all matters that necessitate a vote regarding the LLC.
Voting by Members. With respect to any matter other than a matter for which the affirmative vote of the holders of a specified portion of the Membership Interests entitled to vote is required by the Act, the affirmative vote of the holders of a Majority in Membership Interests entitled to vote represented in person or by proxy at a meeting of Members at which a quorum is present shall be the act of the Members, unless otherwise provided in the Certificate or this Agreement.
Voting by Members. The Members, acting solely in their capacities as Members, shall have the right to vote on, consent to, or otherwise approve only those matters as to which this Agreement or the Act specifically requires such approval. A Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Except as otherwise specifically provided in this Agreement, the Approval of the Members shall be all that is required as to all matters, including merger, consolidation, and conversion, as to which the vote, consent, or approval of the Members is required or permitted under this Agreement or the Act.
Voting by Members. All decisions made by the Managing Member shall be made in good faith and shall be final and binding upon the Company. To the maximum extent provided by Ohio law, the decisions of the Managing Member shall be deemed to satisfy the standards of conduct set forth in Section 1705.09 of the Act. Any matter submitted to a Vote of the Members or requiring approval of the Members shall be deemed to be passed if approved by the Members holding fifty-one percent (51%) or more of the Units then held by all Members. Notwithstanding the foregoing, no Member or Managing Member shall be permitted to take any of the following actions on behalf of the Company without the approval of a majority of the Members, which approval shall not be unreasonably withheld and shall be predicated upon reasonable business judgment:
(i) amending the Company’s Operating Agreement or other governing documents;
(ii) altering or changing the rights, privileges, preferences or limitations of the Membership Interests;
(iii) creating or issuing a senior class or series of membership interests of the Company;
(iv) increasing or decreasing the number of Managers;
(v) merging or consolidating with another business or company;
(vi) directly or indirectly adopting any plan or arrangement for the bankruptcy, reorganization, dissolution or liquidation of the Company, including the method of distribution thereunder;
(vii) selling, transferring, exchanging or otherwise disposing of all or substantially all of the Company’s assets;
(viii) borrowing money or incur an obligation in excess of Five Hundred Thousand Dollars ($500,000.00);
(ix) authorizing, approving or entering into any agreement to act as a primary obligor, or to serve as a guarantor, surety or co-obligor with respect to the indebtedness of any other party, or to borrow money from third-party lenders;
(x) disposing of the goodwill of the Company; and/or
(xi) doing any other act that would make it impossible to carry on the ordinary business of the Company.
Voting by Members. 5.2.1 All voting rights and Governance Rights of the Members shall be held and exercised by the Class A Member, Class B Members and Class C-1 Members (if any), and no Members other than the Class A Member, Class B Members and Class C-1 Members shall have any Governance Rights under this Agreement. Whenever this Agreement or the Act calls for or requires a vote of the Members of the Company, such vote shall in all cases mean and refer to the vote of the Class A Member, Class B Members and Class C-1 Members.
5.2.2 In lieu of holding a meeting, the Class A Member, Class B Members and Class C-1 Members may vote or otherwise take action by a written instrument indicating the consent of such Members. Copies of this written instrument shall be kept with the Company books and records.
5.2.3 If the Manager determines that it is in the interest of the Company to establish and issue a new class of Membership Units not expressly referenced herein, the Manager shall have the right to do so, and nothing herein set forth shall be construed to limit the Manager’s right to provide (or not to provide) approval rights, voting rights and/or Governance Rights as part of any new class of Membership Units that are different from, more extensive than, or less extensive than, the approval rights, voting rights and/or Governance Rights, if any, applicable to the Class A, Class B and Class C-1 Membership Units, and with Financial Rights that are different from the preferred equity Financial Rights currently provided for herein. Without limiting the foregoing, but subject to any limitation set forth in Section 6.4, amendments to any applicable provisions of this Agreement in order to establish or provide for such rights, and/or any other Membership Rights applicable to the new class of Membership Units, shall be permitted without requirement that any Member other than the Class A, Class B and Class C-1 Members consent to, or execute, any amendment to this Agreement (or other legal documents) required to establish such Membership Rights or effectuate the issuance of a new class Membership Unit to, and the admission (as a Member of the Company) of, such new class Member, and, without limitation, the power of attorney granted pursuant to Section 5.7.1(i), below, shall be deemed to apply to any such amendment.
Voting by Members. The Members, acting solely in their capacities as Members, shall have the right to vote on, consent to or otherwise approve only those matters as to which this Agreement specifically requires such approval. Except as otherwise specifically provided in this Agreement, a Member Vote shall be required as to all matters as to which the vote, consent or approval of the Members is required under this Agreement.
Voting by Members. 24 4.5 Members Are Not Agents. ..............................................................24 4.6 No Withdrawal. .......................................................................24 ARTICLE V MANAGEMENT AND CONTROL OF THE COMPANY.........................................25 5.2 Board of Directors.....................................................................26 5.3 Board of Director Meetings.............................................................27 5.3.1 Regular Meetings..............................................................27
Voting by Members. A Member shall be entitled to a number of votes equal to the product of such Member's membership interest (expressed as a percentage of 1.0) multiplied times 100, on each matter submitted to a vote at a meeting of Members or otherwise. For example, a 33.33% membership interest is entitled to 33.33 votes. At any meeting of the Members, every Member having the right to vote shall be entitled to vote either in person or by proxy executed in writing by such Member. A telegram, telex, cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Member, shall be treated as an execution in writing for purposes of this Section 3.5. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Each proxy shall be delivered to the Manager prior to or at the time of the meeting.
Voting by Members. All members of CarbonMeta Green Building Materials, LLC are entitled to vote on matters relating to CarbonMeta Green Building Materials, LLC except to the extent otherwise provided in the Articles of Organization or in this Operating Agreement. Each member’s vote shall be weighted in proportion to the member’s relative capital account; If the capital account of each member is negative or zero, each member shall have one vote. Any manager who is not a member shall not be entitled to vote on matters relating to CarbonMeta Green Building Materials, LLC, except to the extent otherwise provided in the Articles of Organization or in this operating agreement.