Circular Resolutions. Subject to Clause 5 (Reserved Matters) of this Agreement and the provisions of the Act which do not permit certain businesses to be approved by circular resolution, a circular resolution in writing, executed by a majority of the Directors as are entitled to vote thereon, shall constitute a valid decision of the Board provided that such resolution was sent to all of the Directors at least 7 (seven) days in advance, unless all the Directors unanimously agree on a shorter period, together with a copy of all supporting and necessary papers as may be required to vote on such resolution at their usual address by hand delivery or by speed post or registered post or by courier, or through such electronic means including registered email address of the Directors and such other compliance as required under the Act. Where not less than one-third of the total Directors (such one-third must include at least the Directors constituting quorum in accordance with Clause 4.7.1) for the time being require the resolution under circulation to be decided at a meeting, the Chairman shall put that/those resolution(s) for consideration at a meeting of the Board.
Appears in 1 contract
Sources: Shareholders’ Agreement
Circular Resolutions. Subject to Clause 5 6 (Reserved Matters) of this Agreement and the provisions of the Act which do not permit certain businesses to be approved by circular resolution, a circular resolution in writing, approved and executed by a majority of the Directors as are entitled to vote thereon, shall constitute a valid decision of the Board Board, provided that that, such resolution was sent to all of the Directors at least 7 (seven) days in advance, unless all the Directors unanimously agree on a shorter period, together with a copy of all supporting and necessary papers as may be required to vote on such resolution at their usual address by hand delivery or by speed post or registered post or by courier, or through such electronic means including registered email address of the Directors and such other compliance as required under the Act. Where not less than one-third of the total Directors (such one-third must include at least the Directors constituting valid quorum in accordance with Clause 4.7.1) for the time being holding office require the resolution under circulation to be decided at a meetingmeeting of the Board, the Chairman shall put that/those resolution(s) for consideration at a meeting of the Board.
Appears in 1 contract
Sources: Shareholder Agreement (Standex International Corp/De/)