Common use of Council Elections Clause in Contracts

Council Elections. Upon the recommendation of the Membership Committee, the Chair (or Chair’s designee) shall timely notify the current Members of any Nominees and fix the time, place, and manner of a vote on the admission of the Nominees to the Council (the “Council Election”), subject to Section 4.3(e). Such voting procedures shall be generally in accordance with Section 7.4 (“Actions by the Members”), subject to the provisions of this Section 4.3(d). Each Member shall have one (1) vote for every Governing Member vacancy (or upcoming vacancy) and may not vote more than once for any particular Nominee. For each Governing Member vacancy, the Nominee receiving the most votes shall be admitted to the Council; provided, however, that to be admitted a Nominee must receive the votes of at least one-third of the Members. If no Nominee receives the votes of at least one-third of the Members, the Chair (or Chair’s designee) shall eliminate the applicant who received the lowest number of votes, and the Members shall vote again. This process may repeat as many times as necessary until either there are no more Nominees or the available Interests have been distributed. The total number of Governing Members can be any number (including zero) provided that the total number of Members, including the Original Member, shall not exceed thirty-nine (39).

Appears in 11 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement

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Council Elections. Upon the recommendation of the Membership Committee, the Chair (or Chair’s designee) shall timely notify the current Members of any Nominees and fix the time, place, and manner of a vote on the admission of the Nominees to the Council (the “Council Election”), subject to Section 4.3(e). Such voting procedures shall be generally in accordance with Section 7.4 (“Actions by the Members”), subject to the provisions of this Section 4.3(d). Each Member shall have one (1) vote for every Governing Member vacancy (or upcoming vacancy) and may not vote more than once for any particular Nominee. For each Governing Member vacancy, the Nominee receiving the most votes shall be admitted to the Council; provided, however, that to be admitted a Nominee must receive the votes of at least one-one- third of the Members. If no Nominee receives the votes of at least one-third of the Members, the Chair (or Chair’s designee) shall eliminate the applicant who received the lowest number of votes, and the Members shall vote again. This process may repeat as many times as necessary until either there are no more Nominees or the available Interests have been distributed. The total number of Governing Members can be any number (including zero) provided that the total number of Members, including the Original Member, shall not exceed thirty-nine (39).

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement

Council Elections. Upon the recommendation of the Membership Committee, the Chair (or Chair’s designee) Board shall timely notify the current Members of any Nominees and fix the time, place, and manner of a vote on the admission of the Nominees to the Council (the “Council Election”), subject to Section 4.3(e). Such voting procedures shall be generally in accordance with Section 7.4 (“Actions by the Members”), subject to the provisions of this Section 4.3(d). Each Member shall have one (1) vote for every Governing Member vacancy (or upcoming vacancy) and may not vote more than once for any particular Nominee. For each Governing Member vacancy, the Nominee receiving the most votes shall be admitted to the Council; provided, however, that to be admitted a Nominee must receive the votes of at least one-third of the Members. If no Nominee receives the votes of at least one-third of the Members, the Chair (or Chair’s designee) Board shall eliminate the applicant who received the lowest number of votes, and the Members shall vote again. This process may repeat as many times as necessary until either there are no more Nominees or the available Interests have been distributed. The total number of Governing Members can be any number (including zero) provided that the total number of Members, including the Original Member, shall not exceed thirty-nine (39).

Appears in 1 contract

Samples: Limited Liability Company Agreement

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Council Elections. Upon the recommendation of the Membership Committee, the Chair (or Chair’s designee) Board shall timely notify the current Members of any Nominees and fix the time, place, and manner of a vote on the admission of the Nominees to the Council (the “Council Election”), subject to Section 4.3(e4.3(f). Such voting procedures shall be generally in accordance with Section 7.4 (“Actions by the Members”), subject to the provisions of this Section 4.3(d). Each Member shall have one (1) vote for every Governing Member vacancy (or upcoming vacancy) and may not vote more than once for any particular Nominee. For each Governing Member vacancy, the Nominee receiving the most votes shall be admitted to the Council; provided, however, that to be admitted a Nominee must receive the votes of at least one-third of the Members. If no Nominee receives the votes of at least one-third of the Members, the Chair (or Chair’s designee) Board shall eliminate the applicant who received the lowest number of votes, and the Members shall vote again. This process may repeat as many times as necessary until either there are no more Nominees or the available Interests have been distributed. The total number of Governing Members can be any number (including zero) provided that the total number of Members, including the Original Member, shall not exceed thirtyforty-nine (3949).

Appears in 1 contract

Samples: Limited Liability Company Agreement

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