Action of the Member definition

Action of the Member means action by written instrument signed by the Member. The removal of a Board Member shall not constitute a waiver or exculpation by the Company or the Member of any liability which the Board Member may have to the Company or the Member, and the Board Member, even though removed, shall remain entitled to exculpation and indemnification from the Company pursuant to Section 9.2 with respect to any matter arising prior to his removal.
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Action of the Member means an action or resolution, which is approved by (i) the vote of the sole Member, if there is then only one Member, or (ii) if there are two or more Members, the vote of a majority of outstanding Units present at a meeting of the Member or by written consent in lieu of a meeting. Any written consent must be in writing, must be approved by the same majority of Units that is required for a valid action at a meeting, must set forth the action to be taken, and must be signed by the Member.
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Examples of Action of the Member in a sentence

  • Each Manager may receive reasonable annual compensation, which shall be determined by the Member in its sole discretion, for services rendered and reimbursement of expenses advanced on behalf of the Company, subject to approval by an Action of the Member.

  • The transferee of any Unit in the Company shall be admitted as a Member and shall be entitled to all the rights and powers of the transferor Member only upon: (a) authorization by an Action of the Member; and (b) if such authorization is received, the transferee’s execution of this Agreement or a joinder hereto.

  • The Company shall be dissolved if the Member so determines by an Action of the Member.

  • The Manager shall serve until his or her resignation, death, disability, bankruptcy, or removal by an Action of the Member, at which time the Member, by an Action of the Member, may appoint a new Manager, but shall so appoint a new Manager if no other Person is then serving as Manager.

  • Action of the Member States and the European Parliament to alleviate the problem and to ensure the integration of INTERREG II C, PHARE and TACIS procedures is likely to be very important in the future.Implementation of the VASAB 2010 programme needs strengthening and widening if it is to respond well to the dynamic changes of the BSR.

  • Each Manager may also enter into an employment or management agreement with the Company, which agreement shall contain terms, duties, annual compensation and benefits approved by an Action of the Member.

  • The term “Manager” shall mean the Person designated as such by this Agreement, or by subsequent Action of the Member, pursuant to Section 3.

  • Such rights of indemnification and the advancement of expenses shall inure to the benefit of the heirs, executors, administrators, and personal representatives of any Person entitled to indemnification, and shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses, to which such Person may otherwise be entitled under any written agreement, Action of the Member, or law.

Related to Action of the Member

  • Majority in Interest of the Members means Members whose Percentage Interests aggregate to greater than fifty percent of the Percentage Interests of all Members.

  • Special Member means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Director, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

  • A Member means a companion, fellow, member, honorary member, associate or affiliate of the Society

  • Potential Member means an individual who meets the eligibility requirements to enroll in the Oregon Health Plan but has not yet enrolled with a specific PHP or CCO.

  • the Members means the members of the Club admitted from time to time to membership of the Club in accordance with Rule 5;

  • Related member means a person that, with respect to the taxpayer during all or any portion of the taxable year, is either a related entity, a component member as defined in section 1563(b) of the Internal Revenue Code, or a person to or from whom there is attribution of stock ownership in accordance with section 1563(e) of the Internal Revenue Code except, for purposes of determining whether a person is a related member under this division, "twenty per cent" shall be substituted for "5 percent" wherever "5 percent" appears in section 1563(e) of the Internal Revenue Code.

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • Service member means a member of the armed forces, a reserve branch of the armed forces, or the Michigan national guard.

  • Eligible Member means an employee who is enrolled in one of the designated benefits plans for which you offer participation in the wellness incentive program prior to the end of the first six months of the policy year and who remains enrolled in one of the designated benefits plans at the end of the policy year. Eligible Member also means the employee’s dependents to the extent that dependents are eligible to participate in the Blue Cross and Blue Shield wellness incentive program.) To qualify for a group wellness incentive award, you must meet the following program participation conditions: • You are a group eligible to offer the program as determined by Blue Cross and Blue Shield; and • You elect to offer the Blue Cross and Blue Shield wellness incentive program to your Members who are eligible to participate in the program at the start of your policy year and you continue the program for eligible Members through the end of the policy year; and • At least 20% of your Members who are eligible for the program must participate in the program during the policy year in which you offer the wellness incentive program; and • This Agreement is not be terminated before the end of the policy year in which you offer the wellness incentive program. When you offer a Blue Cross and Blue Shield wellness incentive program, Blue Cross and Blue Shield will determine if you qualify for a group incentive award within 90 days after the end of the policy year. Your group wellness incentive award will be calculated as a percentage of the total medical insurance premium you paid for the policy year for benefits plans for which you offer wellness incentive program participation, excluding any premium payments that are received by Blue Cross and Blue Shield after the end of the policy year. The percentage used to calculate your wellness incentive award will vary depending on how many of your eligible Members participate in the program during the policy year as follows: 1.25% when 20% to 49% of eligible Members participate; or 2.5% when 50% to 79% of eligible Members participate; or 7.5% when 80% to 100% of eligible Members participate. For the purpose of calculating your group wellness incentive award, an eligible Member who earns his or her individual maximum member wellness incentive payment in the policy year is considered to have participated in the program for that policy year. If you qualify for a group incentive award, Blue Cross and Blue Shield will issue the incentive amount to you (by means of a credit and/or a check) once the incentive amount has been calculated. You are solely responsible for determining whether you have any obligation to distribute all or part of your group wellness incentive award to your employees, or to credit a portion of your group wellness incentive award toward their benefits, or otherwise to notify them of your group wellness incentive award. You agree to indemnify and hold Blue Cross and Blue Shield harmless from any and all actions that may be brought against you or Blue Cross and Blue Shield due to your failure to provide any required distribution of, credit, or notification about, your group wellness incentive award to your employees.

  • Principal Member means the person who signs the application and is responsible for the payment of premiums.

  • Active member means a member of the pension program or the individual account program

  • Bona fide member means an individual who participates in activities of a qualified organization

  • Panel Member ’ means a member of a panel;

  • Judicial Member means a Member of the Appellate Tribunal appointed as such under clause (b) of sub-section (1) of section 46;

  • ☐ - MULTI-MEMBER The “Capital Account” for each Member shall mean the account created and maintained for the Member in accordance with Section 704(b) of the Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv).

  • Financial Member means a person who has paid the required membership fee and is listed on the Register of Members.

  • Inactive member means a member of the pension program or the individual account pro-

  • Voting Member means a Member holding one or more Voting Shares.

  • Tribal Member means an enrolled member of the Tribe.

  • of a Member means the salary corresponding in any given year to a full-time appointment at the member's rank and step, as set out for that year in Schedule A.

  • Limited Partner means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.

  • Structural member means any load-supporting member of a facility, such as beams and load-supporting walls, or any nonload-supporting member, such as ceilings and nonload-supporting walls.

  • Non-Managing Member means any Member other than the Managing Member.

  • appointed member means a member referred to in section 5(1)(a) or (b);

  • Interested Member means any person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that: