Meetings of the Board of Managers. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the resolution of the Board. Special meetings of the Board may be called by the President on five (5) business days notice to each Manager, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of at least a quarter of the Managers.
Meetings of the Board of Managers. (a) Meetings of the Board of Managers shall be held at such time and at such places as they shall determine. No meeting of the Board of Managers shall be held without a quorum being present, which shall consist of a majority of the managers. Managers may participate in a meeting of the Board of Managers by means of conference telephone or other similar communication equipment whereby all managers participating in the meeting can hear each other. Participation in a meeting in this manner shall constitute presence in person at the meeting. Action of the Board of Managers shall require the favorable vote of a majority of all managers.
Meetings of the Board of Managers may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting and without prior notice if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing.
Meetings of the Board of Managers. The Board of Managers may hold meetings, both regular and special, within or outside the State of Delaware. Meetings of the Board of Managers may be called by any Manager on not less than 24 hours’ notice to each Manager by telephone, facsimile, mail, e-mail or any other similar means of communication, with such notice stating the place, date and hour of the meeting (and the means by which each Manager may participate by telephone conference or similar communications equipment in accordance with Section 7.4) and the purpose or purposes for which such meeting is called. Special meetings shall be called by a Manager in like manner and with like notice upon the written request of any one or more of the Managers. Attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Meetings of the Board of Managers. There is no requirement to hold regular or other meetings of the Board of Managers. Meetings of the Board of Managers, to be held at the offices of the Company (or such other place as shall be agreed by majority vote of the Board of Managers), shall be called at the direction of the Chair, the Chief Executive Officer, or by majority vote of the Board of Managers, and for reasonable cause shown any Board Member (which is understood to include, without limitation, any meeting called by a Board Member to review any determination made by the Company pursuant to this Agreement), upon not less than two (2) Business Days’ notice given by the Chair, the Chief Executive Officer or the Secretary of the Company (which Officers shall give such notice if properly directed so to do as aforesaid) to all Board Members in writing or by telephone, electronic (including email) or facsimile transmission. Any such notice shall state the place, date and time of the meeting and specify in reasonable detail the agenda of matters to be discussed at such meeting. In addition to any Board Member, the Members, the officers, directors, employees or other professional representatives of the Company (including the accountants, attorneys and/or financial advisors) shall be permitted to attend meetings of the Board of Managers as observers upon invitation of a Board Member. Meetings of the Board of Managers may be held in conjunction with the meeting of the board of directors of the Class A Holder. Notice of a meeting need not be given to any Board Member who submits a signed waiver of notice, in person or by proxy, whether before, at or after the meeting. All such waivers shall be filed with the Company records or made part of the minutes of the applicable meeting. The attendance of a Board Member at a meeting without protesting the lack of proper notice shall constitute a waiver of notice by such Board Member.
Meetings of the Board of Managers. Meetings of the Board of Managers may be called by any Manager or the President. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Managers not less than three (3) days prior to the date of the meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the Law, the majority vote of the Managers shall control all decisions for which the vote of the Board of Managers is required hereunder. The attendance by four out of the five Managers then in office at a meeting of the Board of Managers (or if there are less than five Managers then in office, then a majority of the Managers), in person or represented by proxy, shall constitute a quorum. The presence of any Manager at a meeting shall constitute a waiver of notice of the meeting with respect to such Manager, unless such Manager is present solely to challenge the validity of the meeting. The Managers may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Manager’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A Manager also may vote by proxy, but the holder of the proxy must be another Manager.
Meetings of the Board of Managers. (a) Meetings of the Board shall be held at least once every two months at the principal office of the Company or at any other place within or without the State of Delaware which may be designated by the written consent of all Managers. Any Manager may call a meeting of the Board by providing notice of such meeting to each other Manager in the following manner: Notice of the date, time and place of such meeting shall be mailed by regular mail to each other Manager at his or her designated address at least six (6) days before the meeting, or sent by overnight courier to each other Manager at his or her designated address at least two (2) days before the meeting (with delivery scheduled to occur no later than the day before the meeting), or given orally by telephone or other means, or by e-mail, facsimile or telecopy, or by any other means comparable to any of the foregoing, to each other Manager at his or her designated address at least twenty-four (24) hours before the meeting. The notice of the meeting shall state the general purpose of the meeting, but other routine business may be conducted at the meeting without such matter being stated in the notice.
Meetings of the Board of Managers. Regular meetings of the Board of Managers may be held at such place, within or without the State of Delaware, as shall from time to time be determined by the Board of Managers. Special meetings of the Board of Managers may be called by or at the request of (i) any Darling Manager, (ii) any Valero Manager or (iii) the President and in any event shall be called by the President upon the written request of at least a majority of the Managers. Notice of each such meeting shall be mailed to each Manager, addressed to such Manager at his or her residence or usual place of business, at least two Business Days before the date on which the meeting is to be held, or shall be sent to such Manager at such place by telecopier or other form of electronic transmittal customarily used for communication between the Company and such Manager that permits retention of an electronic copy of such notice and verification of receipt, or delivered personally, not later than two Business Days (or, in the case of meetings held by telephone, one Business Day) before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and, in the case of a special meeting, the purposes thereof. A written waiver of notice, signed by the Manager or Managers entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice.
Meetings of the Board of Managers. The Board of Managers will meet from time to time at the request of any Manager.
Meetings of the Board of Managers. The Board of Managers may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of regular meetings of the Board of Managers without notice other than such resolution. Special meetings of the Board of Managers may be called by or at the request of the Chairman of the Board of Managers, the President or by a majority of the Board of Managers then in office. The person or persons authorized to call special meetings of the Board of Managers may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Managers called by them.
