Decisions of Directors. In order to be effective, a decision of the Board must be approved either by a resolution passed by the affirmative vote of a majority of the directors present and entitled to vote thereon at a meeting of directors duly called and at which a quorum of directors are present, or by an instrument signed by all the directors.
Decisions of Directors. (a) Subject to Section 3.06(c), in order to be effective, a decision of the directors must be approved either by a resolution passed by the affirmative vote of not less than a majority of directors present and constituting a quorum at a meeting of directors duly called or by an instrument signed by all the directors.
Decisions of Directors. (a) Subject to clause 4.8(b), a properly noticed meeting of Directors at which a quorum is present is competent to exercise powers and discretions vested in or exercisable by the Directors under this document or the Memorandum and Articles of Association.
Decisions of Directors. Any resolution of the Directors shall only be validly passed and effective if:
Decisions of Directors. (a) Except as otherwise provided herein and subject to the CBCA and Section 2(4)(b), any resolution of the BOD shall only be validly passed and effective if (i) at a duly constituted meeting of the BOD, such resolution receives the affirmative vote of at least a majority of the Directors participating in the meeting (each Director having only one vote); or (ii) all the Directors consent in writing to such resolution.
Decisions of Directors. A resolution of the board which concerns any of the following matters is only valid if at least two category “A” Directors (present or represented) and at least two category “B” Directors (present or represented) vote in favour of that resolution.
Decisions of Directors. Except to the extent the powers of the Board are restricted by this Agreement, in order to be effective, a decision of the Board must be made by either a resolution passed by the affirmative vote of not less than a majority of the directors present and constituting a quorum at a meeting of the Board duly called or by an instrument signed by all of the directors.
Decisions of Directors. 2.1.6.1 Subject to Section 2.1.6.2 or as otherwise provided in this Agreement, in order to be effective, all matters requiring approval of the Board (including an Exempt Issuance other than for the purpose of Emergency Funding) shall be approved by either
Decisions of Directors. Subject to the additional approval requirements of Section 4.6 hereof, all matters proposed for consideration by the Board at a meeting of the Board will be effective if approved by a simple majority of the directors present at the meeting. Alternatively, the Board may approve any matter by written resolution signed by all directors.
Decisions of Directors. A Director appointed by a Shareholder may take into account the interests of that Director’s appointor and may act on the wishes of that appointor in performing any of the Director’s duties or exercising any power, right or discretion as a director in relation to the Company, except in any particular case where no honest and reasonable director could have formed the view that, in so doing, the Director was complying with his fiduciary duties including the duty to act in good faith in the best interests of the Company as a whole.
