Common use of Executive Committee Clause in Contracts

Executive Committee. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may designate one or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designated. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may also designate additional Managers as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. Except as expressly limited by applicable law, the Executive Committee 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 between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.

Executive Committee. The Board of Managers, by resolution adopted by a majority There shall be an Executive Committee of the Managers then in officeBoard consisting of at least six (6) members, may designate one as shall be appointed by Board resolution or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designatedthese Bylaws. The Board of Managers, by resolution adopted by a majority of Chief Executive Officer and the Managers then in office, may also designate additional Managers as alternate President shall be ex-officio members of the Executive Committee Committee, with power to serve vote on all matters so long as they are also directors of the Corporation. Four (4) members of the Executive Committee, at least three (3) of whom must be non-officer directors, or such other number of members as the Board of Directors may establish by resolution, shall constitute a quorum for the transaction of business. The vote of a majority of members present at any meeting including the presiding member, who shall be eligible to vote, shall constitute the action of the Executive Committee. The Chairman of the Board or such other director or officer as the Chairman of the Board shall designate shall serve as chairman of the Executive Committee in or, if the place and stead office of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act the Chairman of the Board is vacant, the President shall serve as a member chairman of the Executive Committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead chairman of such memberthe Executive Committee, the member or members thereof present committee shall designate, from among its membership present, a person to preside at any meeting and not disqualified from voting, whether or not held in such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified memberabsence. Except as expressly limited by applicable law, the The Executive Committee shall have designate, from its membership or otherwise, a secretary who shall report to the Board at its next regular meeting all proceedings and may actions taken by the Executive Committee. The Executive Committee shall meet as necessary at the call of the Chairman of the Board, the President or at the call of a majority of the members of the Executive Committee. The Executive Committee shall, to the extent not inconsistent with law, these Bylaws or the Certificate of Incorporation, exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company Corporation in the intervals between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.

Executive Committee. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may designate one or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designated. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may also designate additional Managers as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. Except as expressly limited by applicable law, the Executive Committee 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 between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be maybe called at any time by the Chairman of the Board, the President, or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.

Executive Committee. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may designate one or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designated. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may also designate additional Managers as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. The Board of Managers hereby forms an Executive Committee, and the initial members of the Executive Committee, including the Chairman of the Executive Committee, shall be elected by the Board of Managers. Except as expressly limited by applicable lawlaw and the terms of this Agreement, the Executive Committee 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 between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, Executive Committee or any two of its members. No notice of meetings need be given, upon not less than twenty-four (24) hours' written notice. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.

Executive Committee. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may designate one or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designated. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may also designate additional Managers as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. In , in the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. Except as expressly limited by applicable law, the Executive Committee 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 between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.

Executive Committee. The Board of Managers, by resolution adopted by a majority There shall be an Executive Committee of the Managers then in officeBoard, may designate consisting of at least six (6) members, as shall be appointed by Board resolution or these By- Laws. The Chairman, if one or more Managers to constitute an has been elected by the Board, shall be a member of the Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designated. The Board of ManagersChief Executive Officer, by resolution adopted by a majority of the Managers then in office, may also designate additional Managers as alternate President and the Secretary shall be ex-officio members of the Executive Committee Committee, with power to serve vote on all matters so long as they are also directors of the Corporation. Four (4) members of the Executive Committee in Committee, at least three (3) of whom must be non- officer directors, or such other number of members as the place and stead Board may establish by resolution, shall constitute a quorum for the transaction of business. The vote of a majority of members present at any regular member meeting including the presiding member, who shall be eligible to vote, shall constitute the action of the Executive Committee. The Chairman, if one has been elected by the Board, the President or members thereof who may be unable to attend a meeting such other director or otherwise unavailable to act officer as a member the Chairman shall designate shall serve as chairman of the Executive Committee. If the office of the Chairman is vacant, the President shall serve as chairman of the Executive Committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead chairman of such memberthe Executive Committee, the member or members thereof present committee shall designate, from among its membership present, a person to preside at any meeting and not disqualified from voting, whether or not held in such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified memberabsence. Except as expressly limited by applicable law, the The Executive Committee shall have designate, from its membership or otherwise, a secretary who shall report to the Board at its next regular meeting all proceedings and may actions taken by the Executive Committee. The Executive Committee shall meet as necessary at the call of the Chairman or at the call of a majority of the members of the Executive Committee. The Executive Committee shall, to the extent not inconsistent with law, these By-Laws, the Certificate of Incorporation or resolutions adopted by the Board, exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company Corporation in the intervals between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.

Executive Committee. The Board of Managers, by resolution adopted by a majority There shall be an Executive Committee of the Managers then in officeBoard consisting of at least six (6) members, may designate one as shall be appointed by Board resolution or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designatedthese Bylaws. The Board of Managers, by resolution adopted by a majority of Chief Executive Officer and the Managers then in office, may also designate additional Managers as alternate President shall be ex-officio members of the Executive Committee Committee, with power to serve vote on all matters so long as they are also directors of the Corporation. Four (4) members of the Executive Committee, at least three (3) of whom must be non-officer directors, or such other number of members as the Board of Directors may establish by resolution, shall constitute a quorum for the transaction of business. The vote of a majority of members present at any meeting including the residing member, who shall be eligible to vote, shall constitute the action of the Executive Committee. The Chairman of the Board or such other director or officer as the Chairman of the Board shall designate shall serve as chairman of the Executive Committee in or, if the place and stead office of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act the Chairman of the Board is vacant, the President shall serve as a member chairman of the Executive Committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead chairman of such memberthe Executive Committee, the member or members thereof present committee shall designate, from among its membership present, a person to preside at any meeting and not disqualified from voting, whether or not held in such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified memberabsence. Except as expressly limited by applicable law, the The Executive Committee shall have designate, from its membership or otherwise, a secretary who shall report to the Board at its next regular meeting all proceedings and may actions taken by the Executive Committee. The Executive Committee shall meet as necessary at the call of the Chairman of the Board, the President or at the call of a majority of the members of the Executive Committee. The Executive Committee shall, to the extent not inconsistent with law, these Bylaws or the Certificate of Incorporation, exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company Corporation in the intervals between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.

Executive Committee. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may designate one or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designated. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may also designate additional Managers as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. Except as expressly limited by applicable law, the Executive Committee 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 between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, or any two of its members. , No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.

Executive Committee. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may designate one or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designated. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may also designate additional Managers as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. , In the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. Except as expressly limited by applicable law, the Executive Committee 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 between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.

Executive Committee. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may designate one or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designated. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may also designate additional Managers as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. , In the absence or disqualification of a member and and, all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. Except as expressly limited by applicable law, the Executive Committee 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 between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.