Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, to the extent permitted by the Act, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 of this Agreement.
Committees of the Board of Managers. (a) The Board of Managers may by resolution designate one or more committees, each of which shall be comprised of two or more Managers, and may designate one or more of the Managers as alternate members of any committee, who may, subject to any limitations imposed by the Board of Managers, replace absent or disqualified Managers at any meeting of that committee. Any decisions to be made by a committee of the Board of Managers shall require the approval of a majority of the votes of such committee of the Board of Managers.
Committees of the Board of Managers. The Board of Managers may create an executive committee, a compensation committee and other committees of the Board of Managers and appoint Managers to serve on such committees. The creation of a committee of the Board of Managers and the appointment of Managers to it must be approved by the greater of (i) a majority of the number of Managers in office when the action is taken or (ii) the number of Managers required to take action pursuant to this Agreement. Each committee of the Board of Managers must have two or more Managers and, to the extent authorized by the Board of Managers, shall have and may exercise all of the authority of the Board of Managers in the management of the Company. Each committee member shall serve at the pleasure of the Board of Managers. The provisions in this Agreement governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Managers apply to committees of the Board of Managers established under this Section 6.8.
Committees of the Board of Managers. The Board of Managers may designate and adopt procedures relating to the governance of one or more committees (including, but not limited to, an executive committee, an audit committee, a financing committee and a compensation committee), with each committee to consist of one or more Managers. Any such committee shall have and may exercise only the powers and authority provided in such Board of Managers resolution.
Committees of the Board of Managers. (a) The Board of Managers may by resolution designate one or more committees, each of which shall be comprised of two or more Managers, and may designate one or more of the Managers as alternate members of any committee, who may, subject to any limitations imposed by the Board of Managers, replace absent or disqualified Managers at any meeting of that committee. At least one Independent Manager shall serve on each committee of the Board of Managers. Subject to Section 7.10(d), any decisions to be made by a committee of the Board of Managers shall require the approval of a majority of the votes of such committee of the Board of Managers. To the extent not prohibited by Law or stock exchange listing requirement, any Manager or observer appointed pursuant to the Governance Agreement may attend the meetings of any committee of the Board of Managers on which he or she does not serve, as a non-voting observer.
Committees of the Board of Managers. The Board of Managers from time to time may appoint one or more committees, each such committee to be comprised of one or more Board Members, to perform any functions or conduct any activities that the Board of Managers has the right, power, and authority to perform or conduct.
Committees of the Board of Managers. (a) The Board of Managers may by resolution designate one or more committees, each of which shall be comprised of two or more Managers, and may designate one or more of the Managers as alternate members of any committee, who may, subject to any limitations imposed by the Board of Managers, replace absent or disqualified Managers at any meeting of that committee. Except as set forth in this Section 8.12, otherwise waived by the Majority Initial Class A Holders or the Majority Initial Class B Holders, as applicable, or required by Law or the rules of any securities exchange or other self regulatory organization from time to time applicable to the Company, the proportion of Class A Managers and the Class B Managers on each committee of the Board of Managers shall be as nearly as possible given the number of Managers serving on the committee the same as the relative proportion of such Managers on the Board of Managers; provided that at least one Class A Manager and at least one Class B Manager shall serve on each committee of the Board of Managers, except, in each case, as otherwise may be provided herein. Subject to Section 8.9, any decisions to be made by a committee of the Board of Managers shall require the approval of a majority of the votes of such committee of the Board of Managers. To the extent not prohibited by Law or stock exchange listing requirement, any Manager may attend the meetings of any committee of the Board of Managers on which he or she does not serve, as a non-voting observer.
Committees of the Board of Managers. 7.1. COMMITTEES
Committees of the Board of Managers. The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.
Committees of the Board of Managers. Other than any Committee required to be established by the Framework (currently the Distribution Committee and the Compensation Committee), the Board of Managers may, in its discretion and in accordance with the Framework, designate one or more committees, each committee to consist of one or more of the Managers or other Persons and which shall have and may exercise, except as may be otherwise limited by law, such delegable powers and authority as shall be conferred or authorized by Consent of the Board of Managers. The power and authority of any committee designated by the Board of Managers under this Section 3(g) shall not exceed the power and authority possessed by the Board of Managers under this Agreement and shall be exercised subject to all separate consent rights of OMAM Intermediary under this Agreement. Such committees shall operate in accordance with the meeting procedures set forth in Appendix II.
