Amendment of By-Laws. These By-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors in accordance with the Agreement.
Amendment of By-Laws. In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors of the Corporation is expressly authorized to adopt, repeal, alter or amend the By-laws of the Corporation. No By-laws may be adopted, repealed, altered or amended in any manner that would be inconsistent with this Restated Certificate of Incorporation (as it may be adopted, repealed, altered or amended from time to time in accordance with ARTICLE SEVENTH).
Amendment of By-Laws. These By-laws may be amended or repealed, and new By-laws adopted, by the Board of Directors in accordance with the Agreement. Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors Jxxx Xxxxxxxx Rxxxxxx X. Xxxxxxxx Hxxxxx Xxxxxxxxx Jxxxxx X. Xxxx List of Initial Officers Rxxxxxx X. Xxxxxxxx, President Jxxx Xxxxxxxx, Vice President and Treasurer Axxxxx Xxxxxxx, Vice President Hxxxxx Xxxxxxxxx, Vice President Jxxxxx X. Xxxx, Vice President Sxxxx X. Xxxxx, Secretary Sxxxxx X. Xxxx, Assistant Secretary Annex C to the Amended and Restated Limited Liability Company Agreement [FORM OF CERTIFICATE EVIDENCING THE CLASS A PREFERRED SECURITY] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. Certificate Number R-___ Aggregate Liquidation Preference Amount U.S.$25 November 15, 2007 CERTIFICATE FOR CLASS A PREFERRED SECURITY OF DEUTSCHE BANK CAPITAL FUNDING LLC X Noncumulative Class A Preferred Security (Liquidation Preference Amount U.S.$25 per Class A Preferred Security) Deutsche Bank Capital Funding LLC X, a limited liability company formed under the laws of the State of Delaware (the “Company”), hereby certifies that Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner (the “Securityholder”) of U.S.$25 aggregate liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Noncumulative Class A Preferred Security, liquidation preference amount U.S.$25 per Class A Preferred Security (the “Class A Preferred Security”). The Class A Preferred Security is fully paid and is a nonassessable preferred limited liability company interest in the Company, as to which the Securityholder, in its capacity as such, has no liability in excess of its obligation to make payments provided for in the LLC Agreement (as defined below) and its share as provided in the LLC Agreement of the Company’s assets and undistributed profits (subject to its obligation to repay any funds wrongfully distributed to it), and is transferable on the books...
Amendment of By-Laws. The Stockholders agree that the terms of this -------------------- Agreement shall supersede any inconsistent provision that is contained in the By-Laws and, to the extent required by Delaware law or the By-Laws, this Agreement shall be deemed to constitute a written action taken by the Stockholders of the Company and shall be deemed an amendment of the By-Laws.
Amendment of By-Laws. Except as otherwise provided by law, these By-Laws may be amended by a vote of not less than two-thirds (2/3) of the Members in attendance at the Annual Membership Meeting, any Regular Meeting, or any Special Meeting, provided that written notice of the proposed amendments are distributed to each Member at least fourteen (14) days prior to such meeting at which it is to be acted upon. Further, all amendments must be consistent with the Articles of Agreement and the JPA, and this Article IX, Article XI, and Article XIII may not be amended unless such amendment is approved by the governing body of each Member. The Board shall, as may be required by law, report to the New Hampshire Attorney General, Charitable Trust Unit, a copy of any By-Laws Amendments.
Amendment of By-Laws. Except as otherwise provided in the Certificate, these By-laws, or any of them, may from time to time be supplemented, amended or repealed, or new By-laws may be adopted, by the Board at any regular or special meeting of the Board, if such supplement, amendment, repeal or adoption is approved by a majority of the entire Board. The stockholders of the Corporation shall have the power to amend, alter or repeal any provision of these By-laws only to the extent and in the manner provided in the Certificate.
Amendment of By-Laws. The Board of Directors shall have the power to adopt, alter, amend and repeal the By-Laws of the Corporation. Any By-Laws of the Corporation adopted by the Directors under the powers conferred hereby may be altered, amended or repealed by the Directors or the stockholders. Notwithstanding the foregoing or any other provisions of this Restated Certificate or the By-Laws of the Corporation to the contrary, such action by the Board of Directors shall require the affirmative vote of a majority of the Directors then in office. Notwithstanding the foregoing or any other provisions of this Restated Certificate or the By-Laws of the Corporation to the contrary, any action by the stockholders to alter, amend or repeal the By-Laws of the Corporation shall require the affirmative vote of a majority of the total votes eligible to be cast by stockholders with respect to such alteration, amendment or repeal, voting together as a single class, at a duly constituted meeting of stockholders called expressly for such purpose.
Amendment of By-Laws. These By-laws may be amended or repealed, and new By-laws adopted, by the Board of Directors in accordance with the Agreement. Annex B to the Amended and Restated Limited Liability Company Agreement List of Initial Directors Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx X. Xxxx List of Initial Officers Xxxxxxx X. Xxxxxxxx, President Xxxx Xxxxxxxx, Vice President and Treasurer Xxxxxx Xxxxxxx, Vice President Xxxxxx Xxxxxxxxx, Vice President Xxxxxx X. Xxxx, Vice President Xxxxx X. Xxxxx, Secretary Xxxxxx X. Xxxx, Assistant Secretary Annex C to the Amended and Restated Limited Liability Company Agreement [FORM OF CERTIFICATE EVIDENCING THE CLASS A PREFERRED SECURITY] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS UNLESS SO REGISTERED OR AN EXEMPTION THEREFROM IS AVAILABLE. THIS CLASS A PREFERRED SECURITY IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT. Certificate Number R-A-___ Aggregate Liquidation Preference Amount U.S.$25 May 9, 2008 CERTIFICATE FOR CLASS A PREFERRED SECURITY OF DEUTSCHE BANK CONTINGENT CAPITAL LLC V Class A Preferred Security (Liquidation Preference Amount $25 per Class A Preferred Security) Deutsche Bank Contingent Capital LLC V, a limited liability company formed under the laws of the State of Delaware (the “Company”), hereby certifies that Deutsche Bank Aktiengesellschaft, Frankfurt am Main, is the registered owner of U.S.$25 aggregate liquidation preference amount of Preferred Securities of the Company representing preferred limited liability company interests in the Company, which are designated the Class A Preferred Security, liquidation preference amount U.S.$25 per Class A Preferred Security (the “Class A Preferred Security”). The Class A Preferred Security is fully paid and is a nonassessable preferred limited liability company interest in the Company, as to which the Securityholder of the Company who holds the Class A Preferred Security (the “Securityholder”), in its capacity as such, has no liability in excess of its obligation to make payments provided for in the LLC Agreement (as defined below) and its share as provided in the LLC Agreement of the Company’s assets and undistributed profits (subject to its obligation to repay any funds wrongfully distributed to it), and is...
Amendment of By-Laws. By-laws may be amended by a two-thirds vote of the full School Committee at a regular meeting, provided the proposed amendment has been introduced in writing at a previous regular meeting and that the proposed change is included in the notice for the meeting at which action is to be taken.
Amendment of By-Laws. This or any other By-Law may be varied or rescinded only by a By-Law enacted by the Board of Directors by at least two thirds of the votes cast at a meeting of the Board of Directors duly called for that purpose. Such by-law need be confirmed only by a majority of the Members at the Annual Meeting or a General Meeting called for the purpose of such confirmation and notice of such by-laws must be given in the notice to the Members of the said Annual or General Meeting.
