Board Meetings Sample Clauses

Board Meetings. The Superintendent shall attend, and shall be permitted to attend, all meetings of the Board, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on the Superintendent's Contract, or the Superintendent's evaluation, or for purposes of resolving conflicts between individual Board members, or when the Board is acting in its capacity as a tribunal. In the event of illness or Board-approved absence, the Superintendent's designee shall attend such meetings.
Board Meetings. (a) Frequency and Location. Meetings of the Board shall take place at least once in every fiscal quarter of the Company unless otherwise determined by the Board. Board meetings shall be held in Beijing, PRC. (b) Notice. A meeting of the Board may be called by the Chairman of the Board or any two (2) Directors giving notice in writing to the CEO of the Company specifying the date, time and agenda for such meeting. The Directors shall cause the CEO to, promptly following receipt of such notice, deliver a copy of such notice to each Director and each Shareholder, accompanied by a written agenda specifying the business of such meeting and copies of all papers relevant for such meeting. Each such document shall be provided in both Chinese and English languages. Not less than thirty (30) days prior written notice shall be given to each Director and Shareholder; provided, that such notice period (i) shall not apply in the case of an adjourned meeting pursuant to Section 3.8(a) and (ii) may be reduced with the unanimous written consent of the Directors. (c) Emergency Board Meetings. An emergency Board meeting (the “Emergency Board Meeting”) may be called by the Chairman of the Board or any three (3) Directors giving notice in writing to the CEO of the Company specifying the date, time and agenda for such meeting. The Directors shall cause the CEO to, promptly following receipt of such notice, deliver a copy of such notice to each Director and each Shareholder, accompanied by a written agenda specifying the business of such meeting and copies of all papers relevant for such meeting. Not less than ten (10) days prior written notice shall be given to each Director and Shareholder for an Emergency Board Meeting, provided, that such notice period (i) shall not apply in the case of an adjourned meeting pursuant to Section 3.8(a) and (ii) may be reduced with the unanimous written consent of the Directors. All Directors shall make best efforts to attend such Emergency Board Meetings. (d) Telephone Participation. To the extent permitted by applicable Law, Directors may participate in Board meetings by telephone or video conferencing or any other means of contemporaneous communication; provided, that each Director taking part in the meeting is able to hear each other Director taking part and; provided, further, that each Director must acknowledge his or her presence for the purpose of the meeting and any Director not doing so shall not be entitled to speak or vote at the me...
Board Meetings. The Issuer and the Parent will notify the Holders of all meetings and actions by written consent of the board of directors of the Parent and each committee thereof at the same time and in the same manner as notice of any meetings of such board or committee is required to be given to its directors who do not waive such notice (or, if such action requires no notice, then 10 days written notice thereof describing the matters upon which action is to be taken). All meetings of the board of directors of the Issuer or each committee thereof shall be held on the same day and in the same location as the analogous meeting of the board of directors of the Parent or relevant committee thereof, as the case may be. The Holders shall have the right to send two representatives selected by them to each such meeting, who shall be permitted to attend such meeting and any adjournments thereof (other than any portion of such meeting devoted to discussion of the Holders solely in their respective capacities as holders of the Notes).
Board Meetings. The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.
Board Meetings. Written notice of each regular meeting of each of the Synodys Company’s Board of Directors at least thirty (30) days in advance of such meeting and prior written notice of each special meeting of the Synodys Company’s Board of Directors at least seven (7) days in advance of such meeting, but in any case such notice shall be delivered no later than the date on which the members of the Board of Directors are notified of such meeting. In addition, the Synodys Companies will send Agent copies of all reports and materials provided to members of the Board of Directors at meetings or otherwise.
Board Meetings. In order to present a proposal to the Board, the Union shall, upon request to the Superintendent, be included on the agenda of the next Board meeting. An official representative of the Union may be recognized during Board meetings to offer comments germane to matters under consideration that would affect employees. A copy of the Board agenda, exhibits (except those which cannot be released pending Board action, e.g., appointment of personnel) and a copy of the approved minutes of each meeting of the Board shall be posted to the BCPS Web site.
Board Meetings. The Company will hold at least four regular meetings of the Board of Directors of the Company during each calendar year at such times and places (or via telephone conference) as shall be determined from time to time by the Board of Directors. The Company shall give to the Holder notice of all meetings and actions by written consent of the Board of Directors of the Company and each committee thereof, at the same time and in the same manner as notice of any meetings of such board or committees is required to be given to directors who do not waive such notice (or, if such action requires no notice, then 10 days written notice thereof describing the matters upon which action is to be taken). So long as the purchasers (or their respective successor or assigns) under the Senior Subordinated Note and Warrant Purchase Agreement, dated July 23, 1996, as amended, modified or supplemented from time to time, among the Company, National City Capital Corporation and Hanifen Imhoff Mezzanine Fund, L.P. (the "1996 Agreement") have the right to send two representatives selected by them to each such meeting, Holder shall have no additional rights to send representatives selected by it to such meetings. If, however, such rights are no longer in full force and effect under the 1996 Agreement, then the Holders of the Warrants shall have the right to send two representatives selected by them to each such meeting, who shall be permitted to attend, at the expense of the Company, such meeting and any adjournments thereof, provided that in no event shall the holders of the Securities be entitled to send more than two representatives in the aggregate (in addition to the number of Directors to which the Purchasers are entitled) pursuant to the terms of this Agreement, the Warrants or the Stockholder Agreement.
Board Meetings. The Company shall use its best efforts to hold no less than one (1) Board meeting during each quarter of each calendar year, unless otherwise agreed by a vote of a simple majority of the Board, including the affirmative votes of the Series A Director and the Series B Director. A quorum for a Board meeting shall consist of four (4) directors, including the Series A Director, the Series B Director and the Series C Director.In the case of an equality of votes in a Board meeting, no director shall have a second or casting vote and the second Board meeting shall be convened within thirty (30) days in which the unresolved matter shall be put to the vote again. In case that the matter cannot be resolved in the second Board meeting, such matter shall be put to the vote in the general meeting of the shareholders of the Company in accordance with this Agreement and Restated Articles.