Member Action Clause Samples
The "Member Action" clause defines the rights and procedures by which members of an organization or entity can take formal actions, such as voting on resolutions, making decisions, or initiating certain processes. Typically, this clause outlines the types of actions members may take, the required notice or quorum for meetings, and the voting thresholds needed for approval. For example, it may specify how members can approve amendments to bylaws or elect officers. The core function of this clause is to ensure that member-driven decisions are made transparently and according to established rules, thereby promoting orderly governance and protecting the interests of all members.
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Member Action. Matters, including the election of Directors, are not generally to be submitted to a Member vote. In certain instances, the Board of Directors may call a Member vote in order to, among other matters, cleanse a conflict. When a quorum is present at any meeting, all matters properly submitted to Members for approval shall be determined by the holders of a majority of the voting power of the Members present in person or by proxy at such meeting and entitled to vote thereon (unless a greater percentage is required with respect to such matter under the rules of any National Securities Exchange on which the Shares are listed for trading, or a greater or lesser percentage is required under the provisions of this Agreement, in which case the approval of Members holding outstanding Shares that in the aggregate represent at least such percentage of voting power shall be required) and such determination shall be deemed to constitute the act of all the Members.
Member Action. Any action of the Members shall be authorized if the affirmative vote of the holders of a majority of the membership interests present at a meeting at which a quorum is present shall be obtained. Any action which may be taken by the Members under this Agreement shall be authorized if consents in writing setting forth the action so taken are signed by Members who hold a majority of the membership interests then outstanding. Any Member who does not participate in taking the action by written consent shall be given written notice thereof by the Secretary of the Company after such action has been taken. The presence in person or by proxy of the holders of a majority of the outstanding membership interests shall be necessary to constitute a quorum for action by the Members. Whenever the giving of any notice to Members is required by law or this Agreement, a waiver thereof, in writing and delivered to the Company signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a Member at a meeting or execution of a written consent to any action shall constitute a waiver of notice of such meeting or action.
Member Action. In the event that any matter is required to be submitted to the Members for their approval under the terms of this Agreement or the Delaware Act, the following provisions shall apply:
(a) The Members may vote on any such matter at a meeting to be held at such time and place as shall be designated by the Board. Any meeting of the Members may be held by conference telephone or similar communication equipment so long as all Members participating in the meeting can hear one another. All Members participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting. Members shall be given at least three Business Days' prior notice of any meeting; provided that any Member may waive such notice prior to, at or after the meeting. The notice shall specify the place, date and hour of the meeting and the general nature of the business to be transacted. Every Member entitled to vote or act on any matter at a meeting of Members shall have the right to do so either in person or by proxy.
(b) Each Member shall be entitled to one vote for each Unit owned by it. At any meeting of Members, the presence in person or by proxy of Members having the right to vote more than 50% of the Units entitled to vote at such meeting shall constitute a quorum for the transaction of business. Except as otherwise required by this Agreement or applicable Law, the affirmative vote of Members having the right to cast more than 50% of the votes present at a meeting of Members at which a quorum is present is required to approve any action requiring the Members' approval at such meeting.
(c) Any action that may be taken at any meeting of Members may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by all Members. Any such written consent may be executed and given by telecopy or similar electronic means and such consents shall be filed with the minutes of the proceedings of the Members.
Member Action. (a) Except as otherwise provided herein or in the Act, only the holders of Class A Units will be entitled to vote on any matters requiring a vote, consent or other action of the Members. Any action shall be authorized if the affirmative vote of the holders of a majority of the Class A Units present at a meeting at which a quorum is present shall be obtained. Any action which may be taken by the Members under this Agreement shall be authorized if consents in writing setting forth the action so taken are signed by Members who hold a majority of the Class A Units then outstanding. All Members who do not participate in taking the action by written consent shall be given written notice thereof by the Secretary of the Company after such action has been taken. The presence in person or by proxy of the holders of a majority of the outstanding Class A Units shall be necessary to constitute a quorum for action by the Members. Whenever the giving of any notice to Members is required by Law or this Agreement, a waiver thereof, in writing and delivered to the Company signed by the Person or Persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a Member at a meeting or execution of a written consent to any action shall constitute a waiver of notice of such meeting or action.
(b) Any Designated Action which requires the approval of either Investor Group shall be effective if approved by the Investor Members of such Investor Group holding a majority of the Securities held by all Investor Members of such Investor Group.
Member Action. When a quorum is present at any meeting, all matters properly submitted to V Members for approval shall be determined by the holders of a majority of the voting power of the V Members and such determination shall be deemed to constitute the act of all the V Members.
Member Action. 947 All Member actions and decisions shall be advisory in nature only and shall not be binding upon 948 the Board. Each Member shall have one (1) vote on each matter submitted to a vote by the 949 Members.
Member Action. Unless otherwise required in this Agreement or by applicable Law, the affirmative vote of the Members as set forth above in Sections 6.1 or 6.2 will be the act of the Members.
Member Action. 1093 All Member actions and decisions shall be advisory in nature only and shall not be binding upon 1094 the Board.
Member Action. Except as otherwise provided herein, the presence in person or by proxy of the holders of a majority of the outstanding Units shall be necessary to constitute a quorum. Except as otherwise provided herein, any vote, consent or other action of the Members shall be obtained and any action shall be authorized if the affirmative vote of the holders of a majority of the Units present at a meeting at which a quorum is present, and the approval required by Section 3.07(a), if then operative, shall be obtained.
Member Action. Subject to Section 6.3, for situations for which the approval of the Members is required by this Agreement or by applicable law, only the holders of Class A Units, Class B Units and Class C Units shall be entitled to vote on matters requiring a vote of the Members, and each Class A Unit, Class B Unit and Class C Unit shall be entitled to one (1) vote and shall vote together as a single class on matters requiring a vote of the Members. Holders of Class P Units shall have no voting rights. The Class D Members shall have no voting rights, except for those required by unwaivable provisions of applicable law and as provided for in Section 6.3(c). The Class E Members shall have no voting rights, except for those required by unwaivable provisions of applicable law and as provided for in Section 6.3(d). The Class F Members shall have no voting rights, except for those required by unwaivable provisions of applicable law and as provided for in Section 6.3(c). Such vote of the Class A Members, the Class B Members and the Class C Members may be taken at an annual or special meeting of the Members in accordance with the provisions of this Article VI. The Voting Majority including at least one Eos Member represented in person or by proxy, shall constitute a quorum for the transaction of business of the Members; provided, however, that, if there is no Eos Member present at a meeting of which the Eos Members received prior written notice in accordance with this Section 6.1, such meeting shall be adjourned until such time as determined by the Board, which time shall be set forth in the notice of a special meeting of the Members (in each case, a “Subsequent Member Meeting”) required to be delivered in accordance herewith, and the presence of the Voting Majority shall constitute a quorum at such Subsequent Member Meeting even if an Eos Member is not present at such meeting. The vote of the Voting Majority represented at a meeting of the Members at which a quorum is present shall be the act of the Members (subject to Section 6.3)