Common use of Action by Members Without a Meeting Clause in Contracts

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Members entitled to vote who hold the requisite number of Voting Units necessary to approve such action, and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when the Members entitled to vote and holding the requisite number of Voting Units necessary to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 2 contracts

Samples: Stratus Services Group Inc, Operating Agreement (Murdock Communications Corp)

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Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents or approvals describing the action taken, taken and signed by Members entitled to vote who hold holding sufficient Sharing Ratios, as the requisite number of Voting Units necessary case may be, to approve such action, and delivered to the Secretary action had such action been properly voted on at a duly called meeting of the Company for inclusion in the minutes or for filing with the Company recordsMembers. Action taken under this Section 7.10 is effective when the Members entitled to vote and holding with the requisite number of Voting Units necessary to approve such action Sharing Ratios have signed the consentconsent or approval, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. In the event any Member action is taken on a less than unanimous basis, prompt notice of such action shall be given to all Members in the manner set forth in Section 12.1 of this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Macquarie Infrastructure CO LLC), Joinder Agreement (Macquarie Infrastructure Assets Trust)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents or approvals describing the action taken, taken and signed by Members entitled to vote who hold holding sufficient Voting Interests, as the requisite number of Voting Units necessary case may be, to approve such action, and delivered to the Secretary action had such action been properly voted on at a duly called meeting of the Company for inclusion in the minutes or for filing with the Company recordsMembers. Action taken under this Section 7.9 is effective when the Members entitled to vote and holding with the requisite number of Interests or Voting Units necessary to approve such action Interests, as the case may be, have signed the consentconsent or approval, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. Notice of any approved action taken under this Section 7.9 shall be provided to all Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Solis Seattle, LLC)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Members holding at least a majority of all Units in the Company capital, as adjusted from time to time, and entitled to vote who hold on the requisite number of Voting Units necessary to approve such action, subject matter and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section section is effective when the Members holders of a majority of all Units entitled to vote and holding the requisite number of Voting Units necessary to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent, unless otherwise provided in the written consent.

Appears in 1 contract

Samples: Operating Agreement

Action by Members Without a Meeting. Action required or permitted ----------------------------------- to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents or approvals describing the action taken, taken and signed by Members entitled to vote who hold holding sufficient Voting Interests, as the requisite number of Voting Units necessary case may be, to approve such action, and delivered to the Secretary action had such action been properly voted on at a duly called meeting of the Company for inclusion in the minutes or for filing with the Company recordsMembers. Action taken under this Section 7.9 is effective when the Members entitled to vote and holding with the requisite number of Interests or Voting Units necessary to approve such action Interests, as the case may be, have signed the consentconsent or approval, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Registration Agreement (Navigant International Inc)

Action by Members Without a Meeting. Action Actions required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is are taken by Members who would be entitled to vote not less than the minimum number of votes that would be necessary to authorize or take the action. The action must be evidenced by one or more written consents describing the action taken, signed by the Members entitled to vote who hold the requisite number of Voting Units necessary to approve take such action, action and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company its records. Action taken under this Section 11.7 is effective when the Members entitled to vote and holding the requisite number of Voting Units necessary required to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be is the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (MedEquities Realty Trust, Inc.)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members or Board of Managers may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, taken and signed by Members all of the Persons entitled under this Agreement and/or required under the Act to vote who hold the requisite number of Voting Units necessary to approve such action, and vote. Such written consents shall be delivered to the Secretary Manager of the Company for inclusion in the minutes of proceedings of the Members or for filing with the Company records. Action taken under this Section section is effective when the Members requisite proportion of Persons entitled to vote and holding the requisite number of Voting Units necessary to approve such action have signed the consentconsent(s), unless the consent consent(s) specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. If an action by Members is taken without a meeting under this Section 4.8, Notice to the Members shall be considered waived.

Appears in 1 contract

Samples: Liability Company Operating Agreement (Premier Finance Biloxi Corp)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by a sufficient number of Members entitled to vote who hold or Members holding the requisite number Capital Units, as applicable, whose vote is necessary for the taking of Voting Units necessary to approve such action, the action described therein and delivered to the Secretary of the Company Members for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when Members in the Members entitled to vote and requisite number or holding the requisite number of Voting Units necessary to approve such action Capital Units, as applicable, have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. Notice of all actions so taken will be given as soon as practicable to all Members.

Appears in 1 contract

Samples: Operating Agreement (New England Electric System)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Members each Member entitled to vote who hold the requisite number of Voting Units necessary to approve such action, and delivered to the Secretary Managers of the Company for inclusion in the minutes or for filing with the OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC, A NORTH DAKOTA LIMITED LIABILITY COMPANY Company records. Action taken under this Section is effective when the all Members entitled to vote and holding the requisite number of Voting Units necessary to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (Nuverra Environmental Solutions, Inc.)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents or approvals describing the action taken, taken and signed by Members entitled to vote who hold the requisite number of Voting Units necessary holding sufficient Membership Interests to approve such action, and delivered to the Secretary action had such action been properly voted on at a duly called meeting of the Company for inclusion in the minutes or for filing with the Company recordsMembers. Action taken under this Section SECTION 7.10 is effective when the Members entitled to vote and holding with the requisite number of Voting Units necessary to approve such action Membership Interests have signed the consentconsent or approval, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. The Manager shall Syntroleum-Sweetwater Company Agreement ------------------------------------------------------------------------------ CONFIDENTIAL provide prompt notice to all Members of the taking of any action by written consent under this SECTION 7.10.

Appears in 1 contract

Samples: Company Agreement (SLH Corp)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Members provided such consent is delivered to each Member entitled to vote who hold the requisite number of Voting Units necessary to approve such action, and that signed consents from those Members holding at least a Majority Interest are delivered to the Secretary of the Company Managing Member(s) for any inclusion in the minutes or for filing with the Company records. Action Any action taken under this Section 15.5 is effective when the Members holding at least a Majority Interest of Membership Interests entitled to vote and holding the requisite number of Voting Units necessary to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member entitled to vote signs a written consent.

Appears in 1 contract

Samples: Operating Agreement

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Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all of the Members entitled required to vote who hold take such action (except for matters requiring the requisite number Consent of Voting Units necessary to approve such actionthe Members Committee), and delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company records, and notice of such action is delivered to the Members not signing the written consent(s) within five days. Action taken under this Section 7.10 is effective when all of the Members entitled required to vote and holding the requisite number of Voting Units necessary to approve take such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Building Materials Holding Corp)

Action by Members Without a Meeting. Action Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the Members entitled to vote who hold the requisite number of Voting Units necessary to approve approving such action, action and delivered to the Secretary of the Company for inclusion in the minutes or Managers for filing with the Company records. Action Unless an action requires unanimous approval, the written consent will be effective upon approval by Members holding the number of Units necessary to approve the action. Any action taken under this Section 5.8 is effective when the Members entitled to vote and holding the requisite number of Voting necessary Units necessary to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (Jondex Corp)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents or approvals describing the action taken, taken and signed by Members entitled to vote who hold holding sufficient Sharing Ratios, or the requisite number of Voting Units necessary appropriate Members, as the case may be, to approve such action, and delivered to the Secretary action had such action been properly voted on at a duly called meeting of the Company for inclusion in the minutes or for filing with the Company recordsMembers. Action taken under this Section 6.10 is effective when the Members entitled to vote and holding with the requisite number of Voting Units necessary to approve such action Sharing Ratios, or the appropriate Members, as the case may be, have signed the consentconsent or approval, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. In the event any Member action is taken on a less than unanimous basis, prompt notice of such action shall be given to all Members in the manner set forth in Section 11.1 of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Macquarie Infrastructure Assets Trust)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Members entitled to vote who hold thereon holding not less than the requisite number of Voting Units necessary Common Shares required to approve such action, action and delivered to the Secretary Managers of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when the all Members entitled to vote and thereon holding not less than the requisite number of Voting Units necessary Common Shares required to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (LyondellBasell F&F Holdco, LLC)

Action by Members Without a Meeting. Action Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, circulated to all the Members with an explanation of the background and reasons for the proposed action, signed by Members entitled to vote who hold the requisite that percentage or number of Voting Units necessary the Members required to take or approve the action. Any such action, and delivered to the Secretary of the Company for inclusion written consents shall be included in the minutes or for filing with the Company records. Action taken by written consent under this Section is shall be effective when on the date the required percentage or number of the Members entitled to vote and holding the requisite number of Voting Units necessary to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consentconsent is circulated to the Members.

Appears in 1 contract

Samples: Operating Agreement (155 East Tropicana, LLC)

Action by Members Without a Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by Members entitled to vote who hold all of the requisite number of Voting Units necessary to approve such actionMembers, and delivered to the Secretary Managers of the Company for inclusion in the minutes or for filing with the Company records, with a copy of such consent transmitted to all Members within ten (10) days after such action becomes effective. Action taken under this Section is SECTION 8.9 shall be effective when the Members entitled to vote and holding the requisite number of Voting Units necessary required to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consentconsent or as otherwise agreed to by the Managers or Members.

Appears in 1 contract

Samples: Operating Agreement (Innotrac Corp)

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