Voting by the Board. Normally, the Board shall operate by consensus. However, if the Chairperson determines the need for a vote, the following shall apply:
(i) each member of the Board has one vote; and
(ii) decisions of the Board shall be made by a majority of the members present except as specified otherwise in this Constitution.
Voting by the Board. (a) Subject to the remaining provisions of this Section 4.3, and Section 4.4, any action by the board of directors of any member of the Company Group shall require no less than five (5) affirmative votes of the Board members, notwithstanding the number of members of the Board present at any meeting at which a vote is held.
(b) The following actions by any member of the Company Group shall require no less than five (5) affirmative votes of the Board members, including the affirmative votes of the GS Director and the GICSI Director, notwithstanding the number of members of the Board present at any meeting at which a vote is held:
(i) any new issuance or series of issuances (over a twelve (12) month period) of any equity securities or options or warrants to purchase equity securities of (1) the Company where such issued equity securities or options or warrants (a) are issued at a valuation of the Company of less than an amount equal to US$555 million compounded annually at twelve percent (12%) from the Series F-1 First Closing Date, (b) in aggregate represent, or are convertible or exercisable into Shares representing, greater than five percent (5%) of the issued and outstanding share capital of the Company (on an as-converted basis) as calculated immediately prior to such issuance or series of issuances, or (c) have rights, preferences, privileges, powers, limitations or restrictions superior to or on a parity with the Series F-1 Preferred Shares, or (2) any other member of the Company Group, but excluding (i) any issuance of Series F-1 Preferred Shares under the Series F-1 Preferred Share Subscription Agreement, (ii) any issuance of Class A Common Shares upon conversion of the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares, Series E Preferred Shares, Series F Preferred Shares or Class B Common Shares, (iii) any issuance of Class A Common Shares under any employee stock ownership plan of the Company, (iv) issuance of Class A Common Shares upon exercise of any existing and properly authorized and reserved options or warrants, or (v) the redesignation of Class A Common Shares, Series D-1 Preferred Shares and Series D-2 Preferred Shares into Series F-2 Preferred Shares under the Share Purchase Agreements, as the case may be;
(ii) any transaction or series of transactions between any member of the Company Group and any Shareholder, director, officer or employee of any member of the Company Group, or any...
Voting by the Board.
(i) each member of the Board has one vote; and
(ii) decisions of the Board shall be made by a majority of the members present except as specified otherwise in this Constitution.
Voting by the Board. Each CCC Board Member will have one (1) vote on matters before the Cities of Clay County Cooperative Authority. Each CCC Board Member will cast a vote on all matters before the Cities of Clay County Cooperative Authority unless the CCC Board Member has a conflict prohibiting him or her from casting a vote. All decisions before the Cities of Clay County Cooperative Authority shall be determined by a simple majority vote of the CCC Board Members present. CCC Board Members are not permitted to vote by proxy.
Voting by the Board. Each Flood Diversion Board Member shall have one (1) vote on matters before the Flood Diversion Board of Authority. All decisions before the Flood Diversion Board of Authority shall be determined by a simple majority vote of the Flood Diversion Board Members present except as set forth in this Section. Flood Diversion Board Members are not permitted to vote by proxy. A Flood Diversion Board Member Alternate will be seated as a Flood Diversion Board Member when the Member Entity’s Flood Diversion Board Member is absent from a Flood Diversion Board meeting. When seated pursuant to this Section, Flood Diversion Board Member Alternates will have the same voting rights as regular Flood Diversion Board Members. The following decisions require that at least one vote each must be cast by a Minnesota Board Member, a City of Fargo Member and a Cass County Board Member:
(a) Project alignment and crossing (bridge) locations, to the extent that the Locally Preferred Plan is capable of being modified by any person, firm or governmental entity. It is understood and agreed that minor revisions to the Project alignment or to crossing locations will not require approval by one vote, each, from the City of Fargo, Cass County, and Minnesota Board Members. A minor revision is one that alters the location of the alignment or crossing by less than one thousand (1,000) feet.
(b) Engagement of a Program Management Consultant.
(c) Engagement of a Lobbyist.
(d) Engagement of an Executive Director.
(e) Engagement of a Fiscal Agent.
(f) Termination of a Program Management Consultant, Lobbyist, Fiscal Agent, or the Executive Director.
(g) Approval or modification of the methodology and finance plan to allocate the costs associated with operating the Project.
Voting by the Board. Except where otherwise specified in this Agreement, a motion made at a Board meeting shall be conducted by unweighted vote and shall be deemed to have been accepted by the Board if more than fifty percent (50%) of the Board members (or alternates) present vote in the affirmative.
Voting by the Board. Subject to clause 9.15 and the Constitution, each Director is entitled to vote on all resolutions of the Board. However, the voting rights of each Director for each Stage shall be as follows: STAGE I STAGE II STAGE III % OF VOTES % OF VOTES % OF VOTES 1 SPV 51% 51% 50% Representative(s) (together) 2 ABN 16 1/3% 16 1/3% 40% Representative 3 Managing 16 1/3% 16 1/3% 10% Director 100% 100% 100% provided that in Stage III, if at any time during Stage III Xxxxx Xxxx does not continue to hold the position of Managing Director, he shall be entitled to appoint one Director from time to time who shall have the votes set out in the above table for the Managing Director for Stage III (and for so long as he so nominates a director, the votes exercisable in that Stage III by any serving Managing Director shall be 0%). Any reference in this agreement to a decision, resolution or discretion being made, agreed or determined by the Board, or similar expression, shall be determined on the basis of the weighted voting proportions described above. If there are two SPV Representatives present, each SPY Representative exercises half of the votes specified in row 1 of the table above, but if there is only one SPY Representative or only one SPY Representative is present he exercises all of the votes specified in row 1 of the table above. If there is no representative appointed or present for any of the positions listed in the above table (including if the Chairman is not fulfilling the role of Chairman at the meeting in question), then subject to the presence of a quorum the weighted voting rights set out in the table above which may be
