Voting on Resolutions Clause Samples

Voting on Resolutions. 31.1 Subject to the Act and these Bye-laws, a resolution may only be put to a vote at a general meeting of the Company or of any class of Members if: (a) it is proposed by or at the direction of the Supervisory Board; (b) it is proposed at the direction of a court; (c) it is proposed on the requisition in writing of such number of Members as is prescribed by, and is made in accordance with, the relevant provisions of the Act or these Bye-laws provided that any such resolution concerning the subject matter addressed in Bye-laws 39, 40, 41, 42, 43, 44, 45, 46, 51.2, 51.3, 51.4, 56 or 83 which has not been authorised or recommended by the Supervisory Board or is otherwise in contravention of these Bye-laws shall require a resolution of the Company passed by Members representing not less than 66.66 per cent of the total voting rights of the Members who (being entitled to do so) vote in person or by proxy on the resolution; or (d) the chairman of the meeting in his absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting. 31.2 Subject to the Act and to the Bye-laws specified below: (a) 16.5 (Whitewash for Mandatory Offers); (b) 31.1(c) (Approval of certain resolutions requisitioned by Members); (c) 42.2 (Cumulative voting for Directors); (d) 51.3(f) (Voting at Special Election General Meetings); (e) 55.4(c) (Fundamental Transactions involving the Company); (f) 56.3 (M&A Transactions); and (g) 83 (Changes to the Bye-laws) any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a simple majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes, the chairman of such meeting shall not be entitled to a second or casting vote and the resolution shall fail. 31.3 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls or other sums presently payable on all shares held by such Member. 31.4 No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the chairman of the meeting in his absolute discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting. At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution sh...

Voting on Resolutions. 29.1 Subject to the provisions of the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Bye-laws and in the case of an equality of votes the resolution shall fail. 29.2 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member. 29.3 At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his or her hand. 29.4 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to the provisions of these Bye-laws, be conclusive evidence of that fact.

Voting on Resolutions. Subject to the Act and these Articles, any question proposed for the consideration of the Members at any general meeting shall be decided by either an Ordinary Resolution or a Special Resolution as may be required pursuant to the Act and / or these Articles and in the case of an equality of votes the resolution shall fail.

Voting on Resolutions. A resolution put to the vote of a meeting will be decided on a show of hands unless: (i) a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson or the Supervisor or by one or more Bondholders holding or representing not less than five per cent of the aggregate Principal Amount of the Bonds then on issue and outstanding; or (ii) the resolution to be voted on is an Extraordinary Resolution in which case a poll must be taken when voting on such Extraordinary Resolution. Unless a poll is so demanded or required a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost will be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

Voting on Resolutions. (a) Only Members who are "electors" under the Indian Act (including the Chief, the Councillors and those Trustees who are Members) shall be entitled or permitted to vote on a proposed resolution at a general meeting of Members. (b) Voting on a proposed resolution shall be by show of hands of those in favour of the proposed resolution, and then of those against the proposed resolution, or in such other manner as a majority of the Financial Trustees present may approve. (c) In the case of an equality of votes, the Chairperson shall not have a casting vote in addition to the vote to which he or she is entitled in his or her capacity as a Member, and the proposed resolution shall not pass.

Voting on Resolutions. 28.1. Subject to the Act, these Bye-laws and the rules of the Exchange, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail. 28.2. No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member. 28.3. At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to these Bye-laws and any rights or restrictions for the time being lawfully attached to any class of shares, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand. 28.4. In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means permitted by the Board pursuant to Bye-law ‎25.1, the chairman of the meeting shall direct the manner in which such Member may cast his vote in the form of an electronic record or otherwise on a show of hands.

Voting on Resolutions. 29.1 Subject to the provisions of the Law and these Articles, and subject to the rights and powers of the Preferred Shares, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Articles and in the case of an equality of votes the resolution shall fail. 29.2 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.

Voting on Resolutions. 29.1 Subject to the provisions of the Act and these Bye-laws and the Shareholders’ Agreement, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of these Bye-laws and in the case of an equality of votes the resolution shall fail. 29.2 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member. 29.3 At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to the provisions of these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his or her hand. 29.4 At any general meeting if an amendment shall be proposed to any resolution under consideration and the chairman of the meeting shall rule on whether the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. Travelport Worldwide Limited formerly known as TDS Investor (Bermuda) 3 Ltd. Page 12 29.5 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to the provisions of these Bye-laws, be conclusive evidence of that fact.

Voting on Resolutions. At any meeting of the Members the chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof.