Board Proceedings Clause Samples
Board Proceedings. Notwithstanding anything to the contrary in this Agreement and the Restated Memorandum and Articles, and without limiting any requirements under applicable law, neither the officers or directors of the Group Companies shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, or cause any Group Company to take, permit to occur, approve, authorize, or agree or commit to do any of the following, without the approval of the Board, including the affirmative vote or consent of at least two thirds of the Preferred Directors:
(i) authorizing or consummating any merger, consolidation, share acquisition or other corporate reorganization, or any transaction or series of transaction in which in excess of 50% of the Company’s voting power is transferred;
(ii) authorizing or consummating a public offering of any securities of any Group Company; or
(iii) liquidating, winding up, or proceeding with other voluntary proceeding seeking liquidation, administration (whether out of court or otherwise), readjustment or other relief under any bankruptcy, insolvency or similar law or the appointment of a trustee, receiver, administrator (whether out of court or otherwise) of liquidator or similar officers.
Board Proceedings. Upon notification from the Management Office to the Board to convene a hearing panel, the Board shall send written notice to the shareholder and all of those named on the lease for the apartment, outlining the statement of charges and the date, time and place for hearing. It shall notify the cooperator that he may be represented by counsel or someone of his or her own choice at the hearing. The hearsay rules shall not apply to the Board hearing. The Board will review such documentation as is presented to it by its Management and/or counsel and Management and/or counsel can call whichever witnesses they deem appropriate as to the acts underlying the charges and/or the procedures and the results of the conciliation process. The charged cooperator shall have the right to examine the proofs and question any witnesses. Upon the conclusion of the proof before the Board or the Hearing Panel, the cooperator may then present its own proof and/or witnesses to contradict the charges against him/her or to establish why the Board should not find that the charges were proven or if proven, not to terminate the lease. Such hearing shall be conducted with a stenographer present or by a recording device. Upon the conclusion of the proof and any responses thereto by the cooperator, the Board or its Hearing Panel will make a finding which shall be reduced to writing as to whether the charges were proven and if proven, the disposition or action to be taken in connection therewith. If the Board or its Hearing Panel determines that the charges have been proven (it is not necessary to prove each charge), then the Board will determine by a majority vote whether to terminate the shareholder’s lease for breach of the terms of his/her tenancy. If such determination is made, then counsel shall be authorized to commence proceedings in Landlord/Tenant Court of the Civil Court of the City of New York, County of Queens, or the Supreme Court to remove said shareholder/cooperator and all of the occupants of the apartment. In the event that the Board of Directors determines to terminate the tenancy, then the Board shall serve a 30 Day Notice of Termination on the cooperator stating that the Board duly voted to terminate his/her lease because of the conduct found by the Board at the hearing and shall include or attach thereto the written findings of the Board.
Board Proceedings. 11.1 The Board of Directors shall meet upon call by (or on behalf of) the Chairman or any two Directors. The Board of Directors shall meet as often as required by the interest of the Company.
11.2 Notice of any meeting of the Board of Directors must be given by letter, cable, telegram, telephone, facsimile transmission, telex or e-mail advice to each Director, two (2) days before the meeting, except in the case of an emergency, in which event a twenty four (24) hours notice shall be sufficient. No convening notice shall be required for meetings held pursuant to a schedule previously approved by the Board and communicated to all Board members. A meeting of the Board may also be validly held without convening notice to the extent the Directors present or represented do not object and those Directors not present or represented have waived the convening notice in writing, by fax or email.
11.3 Meetings of the Board of Directors may be held physically or, in all circumstances, by way of conference call (or similar means of communication which permit the participants to communicate with each other).
11.4 Any Director may act at any meeting of the Board of Directors by appointing in writing by letter or by ▇▇▇▇▇, telegram, facsimile transmission or e-mail another Director as his proxy. A Director may represent more than one of the other Directors.
11.5 The Board of Directors may deliberate and act validly only if the majority of the Board members (able to vote) are present or represented. Subject to Article 11.6 and Article 23, decisions shall be taken by a simple majority of the votes validly cast by the Board members present or represented (and able to vote).
11.6 Any related party transaction (as defined under Item 7.B of Form 20-F promulgated by the United States Securities and Exchange Commission) shall be subject to the prior authorisation of the Board deciding at simple majority provided that such majority includes at least a majority of the independent members of the Board of Directors.
11.7 Meetings of the Board of Directors may be validly held at any time and in all circumstances by means of telephonic conference call, videoconference or any other means, which permit the participants to communicate with each other. A Director attending in such manner shall be deemed present at the meeting for as long as he is connected.
11.8 The Board of Directors may also in all circumstances with unanimous consent pass resolutions by circular means and written resolut...
Board Proceedings. Attached hereto is a true, correct, and complete copy of all actions taken by the Issuer in connection with the sale and issuance of the Bonds and the execution and delivery of the Financing Documents and the Bonds consisting of the following:
(a) Proceedings of the August 1, 2006 meeting of the Board of the Issuer adopting resolution ( the “Bond Resolution”); and
(b) Proceedings of the April 28, 2006 meeting of the Board of the Issuer adopting a resolution (the “Inducement Resolution”). Each such Resolution is in full force and effect and has not been altered, amended, or repealed except as shown therein. All meetings of the Board of the Issuer at which action was taken in connection with the authorization, sale, and issuance of the Bonds, in accordance with the requirements of the Georgia statutes were meetings to which all members of the public had access and were held at a time reasonably convenient to the public, and notice of the time, date, and place of each such meeting and its tentative agenda was given at least 24 hours prior to the commencement of such meeting in a manner reasonably calculated to apprise the public of that information, including advising the news media who had filed a request for notice with the Issuer and posting the notice on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the building in which such meeting was to be held.
Board Proceedings. The District will provide the Union with an agenda and minutes of each official Board of Education meeting as soon as they become available.
Board Proceedings. 3.3.1 The District will provide the Association with an agenda for each official Board meeting as soon as it is available.
3.3.2 The District will provide the Association with a copy of the official minutes of each Board meeting upon availability for distribution.
Board Proceedings. GP Corp. shall cause to be provided to JMB, substantially contemporaneously with distribution of copies thereof to members of its board of directors (but in no event later than three (3) days after such distribution), copies of all minutes of the meetings of such board and copies of all resolutions thereof passed by written consent. JMB shall treat all such materials as confidential and shall not distribute any thereof or otherwise disclose any information therein except as may be required to comply with applicable law; provided, however, that prior to any distribution or disclosure thereof, JMB shall cooperate with GP Corp. to obtain an appropriate protective order relating thereto.
Board Proceedings. (a) The quorum for a Board meeting shall be two (2) directors, including at least one director appointed by BGLC and one appointed by Tongshu (if any such director is then in office) (the "Initial Quorum").
(b) Resolutions of the Board shall be passed by a simple majority of the directors present and voting, except in respect of matters requiring a Special Majority Vote, as defined in Clause 1.1.
(c) The Board shall meet at least once every fiscal quarter, and meetings may be held by audio or video conference.
(d) If an Initial Quorum is not present within thirty (30) minutes of the time appointed for a Board meeting, the meeting shall be adjourned to the same day and time in the following week at the same place. Notice of such adjourned meeting shall be given to all directors. At the adjourned meeting, the requirement for specific directors to be present shall be waived, and the quorum shall be constituted by any two (2) directors present in person or by conference call.
Board Proceedings. Attached hereto is a true, correct, and complete copy of all actions taken by the Issuer in connection with the sale and issuance of the Bonds and the execution and delivery of the Financing Documents and the Bonds consisting of the following:
(a) Proceedings of the August 1, 2006 and September 5, 2006 meetings of the Board of the Issuer adopting the original and amending resolutions for the Bonds ( the “Bond Resolution”); and
(b) Proceedings of the April 28, 2006 meeting of the Board of the Issuer adopting a resolution approving the Project (the “Inducement Resolution”). Each such Resolution is in full force and effect and has not been altered, amended, or repealed except as shown therein. All meetings of the Board of the Issuer at which action was taken in connection with the authorization, sale, and issuance of the Bonds, in accordance with the requirements of the Georgia statutes were meetings to which all members of the public had access and were held at a time reasonably convenient to the public, and notice of the time, date, and place of each such meeting and its tentative agenda was given at least 24 hours prior to the commencement of such meeting in a manner reasonably calculated to apprise the public of that information, including advising the news media who had filed a request for notice with the Issuer and posting the notice on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the building in which such meeting was to be held.
Board Proceedings. 1. The District will provide the Association with an agenda for each official Board meeting, as soon as they become available. The District also agrees to provide the Association with minutes of each meeting, as soon as they become available for distribution.