Common use of Inspectors of Election Clause in Contracts

Inspectors of Election. In advance of any meeting of shareholders, the Board shall, to the extent required by applicable law, appoint one or more persons, other than officers, directors or nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. Such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the meeting shall make such appointment at the meeting. If any person ap pointed as inspector fails to appear or fails or refuses to act at the meeting, the vacancy so created may be filled by appointment by the Board in advance of the meeting or at the meeting by the chairman of the meeting. The duties of the inspectors of election shall include determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, receiving votes, ballots or consents, hearing and deciding all challenges and questions arising in connection with the right to vote, counting and tabulating all votes, ballots or consents, determining the results and doing such acts as are proper to the conduct of the election or the vote with fairness to all shareholders. Any report or certificate made by them shall be PRIMA FACIE evidence of the facts stated and of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporation.

Appears in 1 contract

Samples: Warwick Community Bancorp Inc

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Inspectors of Election. In advance of any meeting of shareholders, the Board shall, to the extent required by applicable law, may appoint one or more persons, other than officers, directors or nominees for office, as inspectors of election to act at such meeting or and any adjournment thereof. Such appointment shall not be altered at the meeting. If inspectors of election are be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the meeting shall request of any shareholder or shareholder's proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If any person ap pointed as inspector fails to appear appointed at a meeting on the request of one or fails more shareholders or refuses to act at the meetingproxies, the vacancy so created may majority of shares present shall determine whether one or three inspectors are to be filled by appointment by the Board in advance of the meeting or at the meeting by the chairman of the meetingappointed. The duties of such inspectors shall be as prescribed by Section 707(b) of the inspectors of election California General Corporation Law and shall include include: determining the number of shares outstanding and the voting power of each, ; determining the shares represented at the meeting, ; determining the existence of a quorum; determining the authenticity, the validity and effect of proxies, ; receiving votes, ballots or consents, ; hearing and deciding determining all challenges and questions in any way arising in connection with the right to vote, ; counting and tabulating all votes, ballots votes or consents, ; determining when the polls shall close; determining the results result; and doing such acts as are may be proper to the conduct of the election or the vote with fairness to all shareholders. Any report If there are three inspectors of election, the decision, act or certificate made by them shall be PRIMA FACIE evidence of a majority is effective in all respects as the facts stated and decision, act or certificate of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporationall.

Appears in 1 contract

Samples: Credit Agreement (American States Water Co)

Inspectors of Election. In advance of Before any meeting of shareholdersshareholders meeting, the Board shall, to the extent required by applicable law, of Trustees may appoint one or more persons, any persons other than officers, directors or nominees for office, office to act as inspectors of election to act at such the meeting or any adjournment thereof. Such appointment shall not be altered at the meetingits adjournment. If no inspectors of election are not so appointed, the chairman of the meeting shall make such appointment may, and on the request of any shareholder or a shareholders proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person ap pointed appointed as inspector fails to appear or fails or refuses to act at the meetingact, the vacancy so created may be filled by appointment by the Board in advance of the meeting or at the meeting by the chairman of the meetingmeeting may and on the request of any shareholder or a shareholders proxy, shall appoint a person to fill the vacancy. The duties of the These inspectors of election shall include determining (a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorumquorum and the authenticity, the validity and effect of proxies, receiving proxies (b) Receive votes, ballots or consents, hearing consents (c) Hear and deciding determine all challenges and questions in any way arising in connection with the right to vote, counting vote (d) Count and tabulating tabulate all votes, ballots votes or consents, determining consents (e) Determine when the results polls shall close (f) Determine the result and doing such (g) Do any other acts as are that may be proper to the conduct of the election or the vote with fairness to all shareholders. Any report or certificate made by them shall be PRIMA FACIE evidence of the facts stated and of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporation4.12.

Appears in 1 contract

Samples: Russell Investment Funds

Inspectors of Election. In advance of any meeting of shareholders, the Board shall, to the extent required by applicable law, may appoint one or more any persons, other than officers, directors or nominees for office, as office inspectors of election to act at such meeting or and any adjournment thereof. Such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the meeting shall request of any shareholder or shareholder's proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If any person ap pointed as inspector fails to appear appointed at a meeting on the request of one or fails more shareholders or refuses to act at the meetingproxies, the vacancy so created may majority of shares present shall determine whether one or three inspectors are to be filled by appointment by the Board in advance of the meeting or at the meeting by the chairman of the meetingappointed. The duties of such inspectors shall be as prescribed by Section 707(b) of the inspectors of election California General Corporation Law and shall include include: determining the number of shares outstanding and the voting power of each, ; the shares represented at the meeting, ; the existence of a quorum; the authenticity, the validity and effect of proxies, ; receiving votes, ballots or consents, ; hearing and deciding determining all challenges and questions in any way arising in connection with the right to vote, ; counting and tabulating all votes, ballots votes or consents, ; determining when the polls shall close; determining the results result; and doing such acts as are may be proper to the conduct of the election or the vote with fairness to all shareholders. Any report If there are three inspectors of election, the decision, act or certificate made by them shall be PRIMA FACIE evidence of a majority is effective in all respects as the facts stated and decision, act or certificate of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporationall.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Steven Myers & Associates Inc)

Inspectors of Election. In advance of any meeting of shareholdersShareholders the Trustees may, or if they have not so acted the Board chairman of the meeting may, and upon the request of the holders of 25% of the Shares entitled to vote at such meeting shall, to the extent required by applicable law, appoint one or more persons, other than officers, directors or nominees for office, as inspectors two Inspectors of election Election ("Inspectors") to act at such the meeting or any adjournment thereof. Such appointment No candidate for the office of Trustee shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the meeting shall make such appointment at the meetingappointed an Inspector. If any person ap pointed appointed as inspector Inspector fails to appear or fails or refuses to act at the meetingact, the vacancy so created may be filled by appointment made by the Board Trustees in advance of the convening of the meeting or at the meeting by the chairman of the meetingperson acting as chairman. The duties of the inspectors of election Inspectors shall include determining determine the number of shares outstanding and the voting power of eachShares outstanding, the shares Shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receiving ; shall receive votes, ballots or consents, hearing shall hear and deciding determine all challenges and questions question in any way arising in connection with the right to vote, counting ; shall count and tabulating tabulate all votes, ballots votes or consents, determining consents and determine the results results; and doing shall do such other acts as are may be proper to the conduct of the election or the vote with fairness to all shareholdersShareholders. Any The Inspectors shall make a report in writing of any challenge, question or certificate made matter determined by them and shall be PRIMA FACIE evidence execute a certificate of the any facts stated and of the vote as certified found by them. Each inspector If no Inspectors are appointed, the duties set forth in this Section 12.4 shall be enti tled to a reasonable compensation for his or her services, to be paid discharged by the Corporationsecretary of the meeting.

Appears in 1 contract

Samples: Agreement and Declaration (Uc Investment Trust)

Inspectors of Election. In advance of any meeting of ---------------------------------- shareholders, the Board shall, to the extent required by applicable law, board of directors may appoint one or more persons, any persons other than officers, directors or nominees for office, office as inspectors of election to act at such meeting or any adjournment thereofadjournment. Such The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person ap pointed appointed as inspector fails to appear or fails or refuses to act at the meetingact, the vacancy so created may be filled by appointment by the Board board of directors in advance of the meeting meeting, or at the meeting by the chairman of the meetingboard or the president. The Unless otherwise prescribed by regulations of the OTS, the duties of the such inspectors of election shall include include: determining the number of shares outstanding and the voting power of eacheach share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, ; receiving votes, ballots ballots, or consents, ; hearing and deciding determining all challenges and questions in any way arising in connection with the right rights to vote, ; counting and tabulating all votes, ballots votes or consents, ; determining the results result; and doing such acts as are may be proper to the conduct of the election or the vote with fairness to all shareholders. Any report or certificate made by them shall be PRIMA FACIE evidence of the facts stated and of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporation.

Appears in 1 contract

Samples: First Lincoln Bancshares Inc

Inspectors of Election. In The Board of Trustees, in advance of any meeting of shareholdersmeeting, the Board shallmay, to the extent required by applicable lawbut need not, appoint one or more persons, other than officers, directors individual inspectors or nominees for office, one or more entities that designate individuals as inspectors of election to act at such the meeting or any adjournment thereof. Such appointment shall not be altered at the meeting. If an inspector or inspectors of election are not so appointed, the chairman of person presiding at the meeting shall make such appointment at the meetingmay, but need not, appoint one or more inspectors. If In case any person ap pointed who may be appointed as an inspector fails to appear or fails or refuses to act at the meetingact, the vacancy so created may be filled by appointment made by the Board of Trustees in advance of the meeting or at the meeting by the chairman person presiding. Each inspector shall take and sign an oath faithfully to execute the duties of the inspector at such meeting. The duties of the inspectors of election inspectors, if any, shall include determining determine the number of shares Shares outstanding and the voting power of each, the shares Shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, receiving and shall receive votes, ballots or consents, hearing hear and deciding determine all challenges and questions arising in connection with the right to vote, counting count and tabulating tabulate all votes, ballots or consents, determining determine the results result, and doing do such acts as are proper to the conduct of the election or the vote with fairness to all shareholders. Any report or certificate made by them shall be PRIMA FACIE evidence of the facts stated and of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporation.all

Appears in 1 contract

Samples: Valenzuela Capital Trust

Inspectors of Election. In advance of any meeting of shareholdersstockholders, the Board shall, to the extent required by applicable law, may appoint one or more persons, other than officers, directors or nominees for office, as inspectors of election to act at such meeting or and any adjournment thereof. Such appointment shall not be altered at the meeting. If inspectors of election are be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the meeting shall request of any stockholder or stockholder's proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If any person ap pointed as inspector fails to appear appointed at a meeting on the request of one or fails more stockholders or refuses to act at the meetingproxies, the vacancy so created may majority of shares present shall determine whether one or three inspectors are to be filled by appointment by the Board in advance of the meeting or at the meeting by the chairman of the meetingappointed. The duties of such inspectors shall be as prescribed by Title 7 of the inspectors of election Nevada Revised Statutes and shall include include: determining the number of shares outstanding and the voting power of each, ; determining the shares represented at the meeting, ; determining the existence of a quorum; determining the authenticity, the validity validity, and effect of proxies, ; receiving votes, ballots ballots, or consents, ; hearing and deciding determining all challenges and questions in any way arising in connection with the right to vote, ; counting and tabulating all votes, ballots votes or consents, determining when the results polls shall close; determining the result; and doing such acts as are may be proper to the conduct of the election or the vote with fairness to all shareholdersstockholders. Any report If there are three inspectors of election, the decision, act, or certificate made by them shall be PRIMA FACIE evidence of a majority is effective in all respects as the facts stated and decision, act, or certificate of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporationall.

Appears in 1 contract

Samples: Registration Rights Agreement (Photogen Technologies Inc)

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Inspectors of Election. In advance of any meeting of shareholders, the Board shall, to the extent required by applicable law, board of directors may appoint one or more persons, any persons other than officers, directors or nominees for office, office as inspectors of election to act at such meeting or any adjournment thereofadjournment. Such The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person ap pointed appointed as inspector fails to appear or fails or refuses to act at the meetingact, the vacancy so created may be filled by appointment by the Board board of directors in advance of the meeting or at the meeting by the chairman of the meetingboard or the president. The Unless otherwise prescribed by regulations of the OTS, the duties of the such inspectors of election shall include include: determining the number of shares outstanding and the voting power of eacheach share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies, ; receiving votes, ballots ballots, or consents, ; hearing and deciding determining all challenges and questions in any way arising in connection with the right rights to vote, ; counting and tabulating all votes, ballots votes or consents, ; determining the results result; and doing such acts as are may be proper to the conduct of the election or the vote with fairness to all shareholders. Any report or certificate made by them shall be PRIMA FACIE evidence of the facts stated and of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporation.

Appears in 1 contract

Samples: Employment Agreement (Golden State Bancorp Inc)

Inspectors of Election. In advance of any meeting of shareholders, shareholders the Board shall, to the extent required by applicable law, board of directors may appoint one or more persons, other than officers, directors or nominees for office, as inspectors of election to act at such the meeting or and any adjournment thereof. Such appointment shall not be altered at the meeting. If such inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of the meeting shall make such appointment of shareholders may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election (or persons to replace those who fail to appear or refuse to act) at the meeting. The number of inspectors shall be either one (1) or three (3). If any person ap pointed as inspector fails to appear appointed at a meeting on the request of one (1) or fails more shareholders or refuses to act at the meetingproxies, the vacancy so created may majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors are to be filled by appointment by appointed. If there are three (3) inspectors of election, the Board decision, act or certificate of a majority is effective in advance all respects as the decision, act or certificate of the meeting or at the meeting by the chairman of the meetingall. The duties of the inspectors of election shall include determining determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorumquorum and the authenticity, the validity and effect of proxies, receiving receive votes, ballots or consents, hearing hear and deciding determine all challenges and questions in any way arising in connection with the right to vote, counting count and tabulating tabulate all votes, ballots votes or consents, determining determine when the results polls shall close, determine the result and doing do such acts as are may be proper to the conduct of the election or the vote with fairness to all shareholders. Any report or certificate made by them shall be PRIMA FACIE evidence of the facts stated and of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporation.

Appears in 1 contract

Samples: Shareholder Agreement (Phone Com Inc)

Inspectors of Election. In advance Inspectors of election may be appointed by the Board of Directors to act at any meeting of shareholders, the Board shall, to the extent required by applicable law, appoint one or more persons, other than officers, directors or nominees for office, as inspectors of election to act shareholders at such meeting or which any adjournment thereof. Such appointment shall not be altered at the meetingvote is taken. If inspectors of election are not so appointed, the chairman presiding officer of the meeting shall may, and on the request of any shareholder shall, make such appointment appointment. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the meeting. If any person ap pointed as inspector fails to appear best of his or fails or refuses to act at the meeting, the vacancy so created may be filled by appointment by the Board in advance of the meeting or at the meeting by the chairman of the meetingher ability. The duties of the inspectors of election shall include determining determine the number of shares outstanding and outstanding, the voting power of rights with respect to each, the shares represented at the meeting, the existence of a quorum, and the validity authenticity, validity, and effect of proxies, receiving ; receive votes, ballots or ballots, consents, hearing and deciding waivers; hear and determine all challenges and questions arising in connection with the right to vote, counting ; count and tabulating tabulate all votes, ballots or consents, determining and waivers; determine and announce the results result; and doing do such acts as are proper to the conduct of the election or the vote with fairness to all shareholders. Any No inspector, whether appointed by the Board of Directors or by the person acting as presiding officer of the meeting, need be a shareholder. The inspectors may appoint and retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or certificate made matter determined by them shall be PRIMA FACIE evidence and execute a certificate of the facts stated and of the vote as certified any fact found by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imc Mortgage Co)

Inspectors of Election. In advance of any meeting of shareholders? ---------- ---------------------- meeting, the Board shall, to the extent required by applicable law, of Directors may appoint one or more persons, any person other than officers, directors or nominees for office, office as inspectors of election to act at such that meeting or at any adjournment thereof. Such The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman Chairman of the meeting shall Board or the President may make such that appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors will be appointed. If any person ap pointed appointed as inspector fails to does not appear or fails or refuses to act at the meetingact, the vacancy so created may be filled by appointment by the Board of Directors in advance of the meeting or at the meeting by the chairman Chairman of the meetingBoard or the President. The Unless otherwise prescribed by OTS regulations, the inspection duties of the inspectors of election shall include determining the number of shares outstanding and the voting power of eachshares, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receiving votes, ballots or consents, hearing and deciding determining all challenges and questions arising in connection with the right to vote, counting and tabulating all votes, ballots votes or consents, determining the results result and doing such acts as are other actions which may be proper to the conduct of the election or the vote with fairness to all shareholders. Any report or certificate made by them shall be PRIMA FACIE evidence of the facts stated and of the vote as certified by them. Each inspector shall be enti tled to a reasonable compensation for his or her services, to be paid by the Corporation.

Appears in 1 contract

Samples: Apex Silver Mines LTD

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