Resolutions of the Board Clause Samples
The 'Resolutions of the Board' clause defines the formal process by which a company's board of directors makes and records decisions. Typically, this clause outlines the requirements for passing resolutions, such as the necessary quorum, voting thresholds, and the method of documenting decisions—whether at in-person meetings or by written consent. By establishing clear procedures for board actions, this clause ensures that decisions are made transparently and in accordance with corporate governance standards, thereby reducing the risk of disputes and ensuring organizational clarity.
POPULAR SAMPLE Copied 2 times
Resolutions of the Board.
10.01 Members of the bargaining unit are able to attend Board of Directors meetings. A copy of the agenda and minutes shall be provided to those attending. After Board approval of the minutes, the minutes shall be available to all staff on a designated folder on the “S” Drive or on such other system to which all employees will have access as the Employer may advise.
Resolutions of the Board of Directors shall be passed, irrespective of whether this occurs at a meeting or otherwise, by Simple Majority.
Resolutions of the Board. The Board can only validly adopt resolutions in a meeting at which at least the majority of its members are present or represented. A member of the Board may authorise another member of the Board to represent him/her at the Board meeting and vote on his/her behalf.
Resolutions of the Board. Unless otherwise provided by applicable Law, this Agreement or the Organizational Documents, all actions taken and resolutions adopted by the Board shall be (i) taken or adopted at a meeting of the Board by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present or (ii) taken or adopted by an action by unanimous written consent signed by all of the Directors. Without limiting the foregoing, with respect to any meeting of the Board, any Director may take part in the adoption of a resolution by means of a communication system of transmitting and receiving sounds simultaneously (“Teleconferencing”) or a communication system transmitting and receiving visual images and sounds simultaneously (“Video Conferencing”), without the personal attendance of all or part of them at the meeting. Any Director may appear at a meeting of the Board by means of Teleconferencing or Video Conferencing. A Director appearing by Teleconferencing or Video Conferencing shall be deemed to have attended the meeting at which the Director has so appeared.
Resolutions of the Board. The Investors at the Closing shall have received copies of resolutions of the Board, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of this Agreement.
Resolutions of the Board. Each Manager of the Board of Managers shall have one (1) vote on any matter presented to the Board for decision. Resolutions of the Board of Managers shall be adopted by Simple Majority other than the resolutions which require the affirmative vote of (75%) of the attending Managers. A resolution of the Board of Managers may be issued by circulation if necessary and in such cases all Managers of the Board of Managers will confirm their acceptance in writting. All resolutions by circulation shall be presented to the Board in the following Meeting and shall be attested in the minutes of that Meeting.
Resolutions of the Board. (A) The Board of Directors shall exercise the following powers and functions:
(1) To convene meeting of the Shareholders’ Meeting and report to the Shareholders Meeting;
(2) To execute the resolutions of the Shareholders Meeting;
(3) To decide on the Company’s business plan and investment scheme;
(4) To formulate the profit distribution plan and the plan for making up losses of the Company;
(5) To formulate plans for the increase or reduction of the registered capital of the Company and the issuance of corporate bonds;
(6) To formulate plans for the merger, demerger, dissolution or change of corporate form of the Company;
(7) To decide on the establishment of internal management organizations of the Company;
(8) To decide on the appointment or dismissal of the General Manager of the Company and the remuneration of the General Manager, and to decide on the appointment or dismissal of the deputy manager and the Chief Financial Officer of the Company and their remuneration according to the nomination of the General Manager;
(9) To formulate the basic management system of the Company;
(10) Other functions as specified in these Articles or conferred by the Shareholders' Meeting.
(B) Resolutions of the Board of Directors on the matters set forth in this Article 8.6(A) and other matters (which should be decided by the Board) shall be approved by a majority of the Directors in office.
(C) Notwithstanding any other provisions of these Articles, a written resolution may be adopted by the Board in lieu of a meeting of the Board provided that such a resolution is sent to all the Directors of the Board and is signed by the Directors then in office.
Resolutions of the Board. The Secretary to the Board shall notify the Secretary of the Association of all resolutions and decisions of the Board which affect members of the Association and concern personnel matters as soon as practicable.
Resolutions of the Board. Each Shareholder shall take, or cause to be taken, promptly and in good faith, all action to do, or cause to be done, and to assist and co-operate with the other Shareholder in doing, all things necessary, proper or advisable (including without limitation voting and/or instructing the member(s) of the Board appointed by the Shareholder in question) to ensure that:
8.6.1 resolutions of the Board of the Company shall be passed if approved by a simple majority of more than fifty percent (50%) of the votes cast by voting members of the Board who are in attendance at a duly convened Board meeting, except resolutions which require a qualified majority under applicable Qatari law or pursuant to the provisions of Clauses 8.6.2 and 8.6.3;
8.6.2 resolutions of the Board of the Company approving any Board Supermajority Issue shall only be validly passed if:
(a) approved by at least seven (7) members of the Board, including at least one member appointed by NYSE Euronext; or
(b) failing the realisation of a quorum at a first and second calling of a Board meeting called to approve any such Board Supermajority Issue, unanimously approved by all of the members of the Board who are in attendance at a third calling of a duly convened Board meeting;
8.6.3 Resolutions of the Board of the Company approving any of the following issues with respect to the Company or any of its Subsidiaries (“Board Supermajority Issues”) shall only be validly passed if approved by the requisite number of voting members of the Board pursuant to Clause 8.6.2:
(i) Development of any new line of business activity within the scope of the business of the Company (e.g. new products and/or market segments such as derivatives) as defined in Clause 3.1 or outside the business of the Company (e.g. real estate);
(ii) subscription or purchase of shares, units or other securities or partnership interests with a total value exceeding one million US Dollars (US$1,000,000) in aggregate over the annual period covered in the Annual Budget unless provided in the Annual Budget or the Business Plan, except for investment-grade short-term securities issued by any OECD government or required by law;
(iii) granting any guarantee for third parties’ obligations, any loans to any third parties and any rights to third parties as well as leases to third parties as lessees exceeding one million US Dollars (US$1,000,000) in aggregate over the annual period covered in the Annual Budget, unless provided in the Annual Budget or th...
Resolutions of the Board. Lender shall have received a resolution from each of the board of directors of each Borrower authorizing the execution and delivery of this Third Amendment.