Required Vote for Board Action; Quorum Sample Clauses

Required Vote for Board Action; Quorum. The Advisory Board shall act by a majority of its members (unless otherwise specified herein), which action may be taken by written consent of a majority of such members in lieu of a meeting. The quorum for a meeting of the Advisory Board shall be a majority of its members. Members of the Advisory Board may participate in a meeting of the Advisory Board by means of conference telephone or similar communications by means of which all persons participating in the meeting can hear and be heard. Any member of the Advisory Board who is unable to attend a meeting of the Advisory Board may (i) grant in writing to another member of the Advisory Board or any other Person (other than the Managing Member or an Affiliate thereof) such member’s proxy to vote on any matter upon which action is taken at such meeting and (ii) designate in writing to the Managing Member an alternate to observe, but not vote on any matter acted upon at such meeting (unless such alternate is also granted a proxy pursuant to the preceding clause (i)). The Advisory Board shall conduct its business by such other procedures as a majority of its members consider appropriate.
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Related to Required Vote for Board Action; Quorum

  • Board Action The Parent’s Board of Directors (a) has unanimously determined that the Merger is advisable and in the best interests of the Parent’s stockholders and is on terms that are fair to such Parent stockholders and (b) has caused the Parent, in its capacity as the sole stockholder of the Acquisition Subsidiary, and the Board of Directors of the Acquisition Subsidiary, to approve the Merger and this Agreement by unanimous written consent.

  • Action Without a Meeting On any matter that is to be voted on, consented to or approved by Members, the Members may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be approved by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.

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  • SYSTEM BOARD OF ADJUSTMENT 16.1 In compliance with Section 204, Title II, of the Railway Labor Act, as amended, there is hereby established a System Board of Adjustment for the purpose of adjusting disputes or grievances which may arise under the terms of this Agreement and which are properly submitted to it after all steps for settling disputes and grievances as set forth in Article 15 have been exhausted.

  • Action Without Meeting Any action required or permitted to be taken at a Board meeting may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voted.

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