Action by Written Consent in Lieu of Meeting Sample Clauses

Action by Written Consent in Lieu of Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting and without prior notice if consented to or approved in writing by electronic transmission (which may include voting by electronic ballots) or by any other means permitted by law by at least five Voting Directors; provided, however, that if there are less than five Voting Directors, then any action taken without a meeting and without prior notice may be taken if written consents (which may be by electronic transmission, including electronic ballots) setting forth the action so taken are executed by all of the Voting Directors in office. All such written consents in either case must set forth the action to be taken and be filed with the minutes of the proceedings of the Board.
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Action by Written Consent in Lieu of Meeting. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if notice with a written description of the proposed action is sent to all Members in accordance with Section 7.4(d) and, no sooner than seven (7) days after such notice is given, unless such notice period is waived by all Members in accordance with Section 7.4(f), written consents setting forth the action so taken are executed by the number of Members which would be required to pass such measure in the event that the Council held a meeting of the Members. Such written consents will be filed with the minutes of the proceedings of the Council.
Action by Written Consent in Lieu of Meeting. Any action required or permitted to be taken at a meeting of the Board of Managers may be taken without a meeting and without prior notice if written consents setting forth the action so taken are executed by all of the Managers in office and filed with the minutes of the proceedings of the Board of Managers.
Action by Written Consent in Lieu of Meeting. Except for the actions required or permitted under Articles 4.2, 6.1, 15, 17.1, and 17.2, any actions required or permitted to be taken at a Meeting of Contributors may be taken without a meeting if a consent in writing, setting out the action intended to be taken, as recommended by the Board of Directors, has been signed in one or more counterparts (including those transmitted electronically or by facsimile) by at least two-thirds of the number of existing Contributors who hold collectively at least two-thirds of the total outstanding Shares.
Action by Written Consent in Lieu of Meeting. In lieu of holding a meeting, the Members may vote or otherwise take action by written consent signed by all of the Members.
Action by Written Consent in Lieu of Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting and without prior notice if consented to or approved in writing by electronic transmission or by any other means permitted by law by at least five Voting Managers; provided, however, that if there are less than five Voting Managers, then any action taken without a meeting and without prior notice may be taken if written consents setting forth the action so taken are executed by all of the Voting Managers in office. All such written consents in either case must set forth the action to be taken and be filed with the minutes of the proceedings of the Board.
Action by Written Consent in Lieu of Meeting. Any action required or permitted to be taken by the Members may be taken without a meeting if the number of Members required to take such action consents in writing to the adoption of a resolution authorizing the action. The resolution and written consents thereto by the Members shall be filed with the minutes of the proceedings of the Members.
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Action by Written Consent in Lieu of Meeting. To the extent permitted by applicable Law, any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent (including a consent executed and delivered in counterpart by facsimile or other electronic transmission), setting forth the action so taken, is signed by all of the Directors and is filed with the minutes of the proceedings of the Board. Each request for written consent of the Directors shall be given to each of the Directors as far in advance as is reasonably practicable under the circumstances. Any consent shall have the same force and effect as a vote of the Directors at a meeting of the Board duly called and held at which a quorum was present.
Action by Written Consent in Lieu of Meeting. Any action required or permitted to be taken at a meeting of Members may be taken without a formal meeting and corresponding vote if one or more written consents, including by electronic mail, to such action are signed by the Members (or sent by electronic mail) who are entitled to vote on the matter set forth in the consents and who constitute the requisite Participation Interest of such Members necessary for adoption or approval of such matter on behalf of the Company. By way of example and not limitation, the Members holding the entirety of the Participation Interest may take action as to any matter specified in Section 2.03 (a) hereof by signing one or more written consents, or by sending an electronic mail, approving such action, without obtaining signed written consents from any other Members. Such consent or consents shall be filed with the minutes of the meetings of the Members. Action taken under this Section shall be effective when the requisite Members have signed the consent or consents, unless the consent or consents specify a different effective date.

Related to Action by Written Consent in Lieu of Meeting

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

  • Trustee Action by Written Consent Without a Meeting To the extent not inconsistent with the provisions of the 1940 Act, any action that may be taken at any meeting of the Board of Trustees or any committee thereof may be taken without a meeting and without prior written notice if a consent or consents in writing setting forth the action so taken is signed by the Trustees having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Trustees on the Board of Trustees or any committee thereof, as the case may be, were present and voted. Written consents of the Trustees may be executed in one or more counterparts. A consent transmitted by electronic transmission (as defined in Section 3806 of the DSTA) by a Trustee shall be deemed to be written and signed for purposes of this Section. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records.

  • Action by Written Consent Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of law or the Declaration of Trust or these Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Shareholder Action by Written Consent Any action which may be taken by Shareholders by vote may be taken without a meeting if the holders entitled to vote thereon of the proportion of Shares required for approval of such action at a meeting of Shareholders pursuant to Section 10.4 consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

  • Holder Action by Written Consent Any action which may be taken by Holders at a meeting may be taken without a meeting if Holders holding at least a Majority in Liquidation Amount of all Trust Securities entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any other provision of this Trust Agreement) shall consent to the action in writing.

  • Securityholder Action by Written Consent Any action which may be taken by Securityholders at a meeting may be taken without a meeting if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon their Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Trust Agreement) shall consent to the action in writing.

  • ACTIONS BY WRITTEN CONSENT Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by Members having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members were present and voting. A facsimile or similar electronic reproduction of a writing signed by a Member will be regarded as signed by the Member.

  • Waiver of Notice; Approval of Meeting Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.

  • Trustee Action by Written Consent Any action which may be taken by Trustees by vote may be taken without a meeting if that number of the Trustees, or members of a committee, as the case may be, required for approval of such action at a meeting of the Trustees or of such committee consent to the action in writing and the written consents are filed with the records of the meetings of Trustees. Such consent shall be treated for all purposes as a vote taken at a meeting of Trustees.

  • Counting Votes and Recording Action of Meetings The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any Series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact, setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated.

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