Common use of Secretary Clause in Contracts

Secretary. The Secretary shall attend all meetings of the Member and the Board and shall prepare minutes or records of proceeding of all such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if any.

Appears in 17 contracts

Samples: Operating Agreement (AmSurg Rockledge FL Anesthesia, LLC), Operating Agreement (AmSurg Rockledge FL Anesthesia, LLC), Operating Agreement (AmSurg Rockledge FL Anesthesia, LLC)

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Secretary. The Secretary shall will attend all meetings of the Board of Managers and the Member and record all the Board and shall prepare minutes or records proceedings of proceeding of all such meetings in a book to be kept for that purpose. The Secretary shall will maintain records of the ownership of membership interests, which records will include the name and address of each member and the membership interest held by each member. The Secretary will give, or cause to be given, such notices as may be required if required, notice of all meetings of the Member Board of Managers and the BoardMember, shall authenticate and certify records and proceedings will, under the supervision of the CompanyChief Executive Officer and/or the President, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned prescribed by the President Board of Managers or the Board, if anyChief Executive Officer or the President.

Appears in 13 contracts

Samples: Operating Agreement (Climacool Corp.), Operating Agreement (Climacool Corp.), Operating Agreement (Climacool Corp.)

Secretary. The Secretary shall attend all meetings of the Member Members and record all the Board and shall prepare minutes or records proceedings of proceeding the meetings of all such meetings the Company in a book to be kept for that purposepurpose and shall perform like duties for any standing committees when required. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the CompanyMembers, and shall perform such other duties as may be assigned prescribed by the President Manager or the BoardChief Executive Officer, if anyunder whose supervision the Secretary shall be. The Manager may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his signature.

Appears in 11 contracts

Samples: Limited Liability Company Agreement (Boise White Paper Sales Corp.), Operating Agreement (Stack Rock Capital, L.L.C.), Operating Agreement (Boise White Paper Sales Corp.)

Secretary. The Secretary secretary shall attend all sessions of the Managers and all meetings of the Member Members and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purposepurpose and shall perform such duties for the standing committees when required. The Secretary He shall give, or cause to be given, such notices as may be required notice of all meetings of the Member Members and the Board, shall authenticate and certify records and proceedings special meetings of the Company, shall keep accurate membership records for the Company, Managers and shall perform such other duties as may be assigned prescribed by the President Managers or the Boardpresident, if anyunder whose supervision he shall be.

Appears in 10 contracts

Samples: Operating Agreement (Tidewater Marine Fleet, L.L.C.), Operating Agreement (Tidewater Marine Fleet, L.L.C.), Operating Agreement (Tidewater Marine Fleet, L.L.C.)

Secretary. The Secretary shall attend all meetings of the Member Board and of the Members and shall maintain records of, and whenever necessary, certify all proceedings of the Board and shall prepare minutes or records of proceeding of all such meetings in a book to be kept for that purposethe Members. The Secretary shall givekeep the required records of the Company, when so directed by the Board or other person or persons authorized to call such meetings, shall give or cause to be given, such notices as may be required given notice of all meetings of the Member Members and of meetings of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall also perform such other duties and have such other powers as may be assigned by the President or the Board, if anyBoard may prescribe from time to time.

Appears in 8 contracts

Samples: Operating and Member Control Agreement (Otter Tail Ag Enterprises, LLC), Member Control Agreement (Heron Lake BioEnergy, LLC), Member Control Agreement (Heron Lake BioEnergy, LLC)

Secretary. (i) The Secretary shall attend all meetings of the Member stockholders, the Board and (as required) committees of the Board and shall prepare minutes or records record the proceedings of proceeding of all such meetings in a book books to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member stockholders and the Board, shall authenticate and certify records and proceedings special meetings of the Company, shall keep accurate membership records for the Company, Board and shall perform such other duties as may be assigned prescribed by the President or the Board, if any.the Chairman of the Board, Chief Executive

Appears in 5 contracts

Samples: Business Combination Agreement (Deerfield Healthcare Technology Acquisitions Corp.), Settlement Agreement (GigCapital5, Inc.), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II)

Secretary. The Secretary secretary shall attend all meetings of the Member and the Board and shall prepare keep minutes or records of proceeding of all such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required of all meetings of the Member and the Governing Board, shall authenticate keep such books and certify records and proceedings as may be required by the Governing Board, shall give notices of meetings of the Company, shall keep accurate membership records for Governing Board and of the CompanyParticipants, and shall perform have such other powers and duties as may be assigned prescribed by the President or the Governing Board, if any.

Appears in 5 contracts

Samples: Municipal Cooperation Agreement, Municipal Cooperation Agreement, Municipal Cooperation Agreement

Secretary. The Secretary Secretary, unless otherwise determined by the Board of Directors, shall attend all meetings of the Member shareholders and all meetings of the Board and Board, shall prepare minutes record or records of proceeding of cause to be recorded all such meetings proceedings thereof in a book to be kept for that purpose, and may certify such proceedings. The Except as otherwise required or permitted by law or by these By-Laws, the Secretary shall give, give or cause to be given, such notices as may be required given notice of all meetings of the Member shareholders and all meetings of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if any.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Teleflex Inc), Escrow Agreement (Nortek Inc), Agreement and Plan of Merger (Minntech Corp)

Secretary. The Secretary shall attend all sessions of the Governing Board and all meetings of the Member Members and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purposepurpose and shall perform like duties for the standing committees when required by the Governing Board. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member Members and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, Governing Board and shall perform such other duties as may be assigned prescribed by the President or the Governing Board, if any.

Appears in 4 contracts

Samples: Operating Agreement (Magellan Health Services Inc), Operating Agreement (Crescent Operating Inc), Operating Agreement (Crescent Operating Inc)

Secretary. The Secretary shall attend all meetings of the Member Members and of the Board and shall prepare minutes or records record correctly the proceedings of proceeding of all such meetings and record all votes in a minute book to be kept suitable for that purposesuch purposes. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member Members and of the Board. The Secretary shall attest with his or her signature all deeds, conveyances, or other instruments requiring the seal of the Company. The Secretary shall keep in safe custody the seal, if any, of the Company. The Secretary shall also perform, under the direction and subject to the control of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President to him or the Board, if anyher from time to time.

Appears in 4 contracts

Samples: Truck Business Relationship Agreement (Navistar International Corp), Operating Agreement (Caterpillar Inc), Joint Venture (Navistar International Corp)

Secretary. The Secretary shall attend all sessions of the Managers and all meetings of the Member Members and shall record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purpose, and shall perform like duties for any other committees of the Managers when required. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member Members and the Board, shall authenticate and certify records and proceedings special meetings of the Company, shall keep accurate membership records for the CompanyManagers, and shall perform such other duties as may be assigned prescribed by the President Managers or the BoardPresident, if anyunder whose supervision he shall be.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (KCI Animal Health, LLC), Limited Liability Company Agreement (KCI Animal Health, LLC), Limited Liability Company Agreement (Kinetic Concepts Inc /Tx/)

Secretary. The Secretary secretary shall attend all sessions of the Director/Managers and all meetings of the Member Members and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purposepurpose and shall perform such duties for the standing committees when required. The Secretary He shall give, or cause to be given, such notices as may be required notice of all meetings of the Member stockholders and the Board, shall authenticate and certify records and proceedings special meetings of the Company, shall keep accurate membership records for the Company, Director/Managers and shall perform such other duties as may be assigned prescribed by the President Director/Managers or president, under whose supervision he shall be. He shall keep in safe custody the Board, if anyseal of the Company.

Appears in 4 contracts

Samples: Operating Agreement (Tidewater Marine Fleet, L.L.C.), Operating Agreement (Tidewater Marine Fleet, L.L.C.), Operating Agreement (Tidewater Marine Fleet, L.L.C.)

Secretary. The Secretary Secretary, unless otherwise determined by the Board of Governors, shall attend all meetings of the Member members and all meetings of the Board and Board, shall prepare minutes record or records of proceeding of cause to be recorded all such meetings proceedings thereof in a book to be kept for that purpose, and may certify such proceedings. The Except as otherwise required or permitted by law or by this Operating Agreement, the Secretary shall give, give or cause to be given, such notices as may be required given notice of all meetings of the Member members and all meetings of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if any.

Appears in 4 contracts

Samples: Operating Agreement (Agassiz Energy, LLC), Operating Agreement (Agassiz Energy, LLC), Operating Agreement

Secretary. The Secretary shall attend all sessions of the Managing Board and all meetings of the Member Members and act as clerk thereof, and record all the Board votes and shall prepare minutes or records of proceeding of all such meetings thereof in a book books to be kept for that purpose; and shall perform like duties for the executive committee or any other committee of the Managing Board when required. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member Members and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Managing Board, if any.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Atlas Pipeline Partners Lp), Limited Liability Company Agreement (Atlas Pipeline Partners Lp), Limited Liability Company Agreement (Atlas Pipeline Holdings, L.P.)

Secretary. The Secretary shall attend all meetings of the Member and the Board of Directors and shall prepare minutes or records notify the Directors of proceeding such meetings in the manner provided in this Agreement. He shall record the proceedings of all such meetings in a book to be books kept for that purpose. The Secretary He shall give, or cause to be given, such notices as may be required of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform have such other powers and duties as may be assigned to him by the President Board of Directors or the Chairman of the Board, if anyas well as the specific powers assigned by this Agreement.

Appears in 3 contracts

Samples: Operating Agreement (Constellation Energy Group Inc), Operating Agreement (Constellation Energy Group Inc), Operating Agreement (Constellation Energy Group Inc)

Secretary. The Secretary shall attend all meetings of the Member Board and record all the proceedings of the meetings of the Board and shall prepare minutes or records of proceeding of all such meetings in a book to be kept for that purposepurpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, such notices as may be required notice of all special meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, Board and shall perform such other duties as may be assigned prescribed by the President Board or President, under whose supervision the Board, if anySecretary shall be subject.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Kaiser Aluminum Washington, LLC), Limited Liability Company Agreement (Kaiser Aluminum Washington, LLC), Limited Liability Company Agreement (Kaiser Aluminum Washington, LLC)

Secretary. The Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. The Secretary shall attend all meetings of the Member and the Board and shall prepare minutes or records of proceeding the Members and record all of all the proceedings of such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notices keep all documents as may be required of all meetings of the Member under this Agreement and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and Act. The Secretary shall perform such other duties and have such other authority as may be assigned prescribed elsewhere in this Agreement or from time to time by the President or the Board, if any.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Centerpoint Properties Trust), Limited Liability Company Agreement (Pc Tel Inc), Limited Liability Company Agreement (Pc Tel Inc)

Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the Member stockholders and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. The Secretary He shall give, or cause to be given, such notices as may be required notice of all meetings of the Member stockholders and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the CompanyBoard of Directors, and shall perform such other duties as may be assigned prescribed by the President Board of Directors or the Board, if any.these

Appears in 2 contracts

Samples: Stock Purchase Agreement (American Cellular Corp /De/), Investor Rights Agreement (Intellisys Group Inc)

Secretary. The Secretary shall attend all meetings of the Member and the Board and shall prepare minutes or records of proceeding of all such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required of all meetings of the Member and the BoardMember, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if any.

Appears in 2 contracts

Samples: Operating Agreement (AmSurg Rockledge FL Anesthesia, LLC), Operating Agreement (Sheridan Children's Healthcare Services of Arizona, Inc.)

Secretary. The Secretary shall attend all meetings of the Member Members and the Board of Directors and shall prepare minutes or records notify the Members and Directors of proceeding such meetings in the manner provided in this Agreement. The Secretary shall record the proceedings of all such meetings in a book to be books kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform have such other powers and duties as may be assigned by the President Board of Directors or the Chairman of the Board, if anythe Vice Chairman of the Board, or the President, as well as the specific powers assigned by this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Pepco Holdings LLC), Limited Liability Company Agreement (Exelon Generation Co LLC)

Secretary. The Secretary shall attend all attend, and keep the minutes of meetings of the Member and shareholders, of the Board and shall prepare minutes or records of proceeding Directors and, unless otherwise directed by any such committee, of all such meetings committees, in a book to be kept books provided for that purpose. The Secretary ; shall give, or cause to be given, such notices as may be required of all meetings have custody of the Member corporate records and the Boardseal; shall see that notices are given and records and reports properly kept and filed as required by law or by these By-laws; and, in general, shall authenticate have such other powers and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as are incident to the office of Secretary and as may be assigned to him or her by the President Board of Directors or the Board, if anyChief Executive Officer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (WPS Resources Corp), Agreement and Plan of Merger (Peoples Energy Corp)

Secretary. The Secretary shall attend all meetings of the Member and the Board Members and shall prepare be responsible for recording the minutes or records of proceeding of all such meetings in a book to be kept for that purposethereof. The Secretary shall give, or cause have the responsibility of authenticating records of the Company and receiving notices required to be given, such notices as may be required of all meetings of sent to the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, Secretary and shall perform such other duties as the Members may be assigned by the President or the Board, if anyfrom time to time prescribe.

Appears in 2 contracts

Samples: Operating Agreement (VHS of Anaheim Inc), Operating Agreement (O Charleys Inc)

Secretary. The Secretary shall attend all meetings of the Member and the Board Members and shall prepare record all votes and minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purpose. The Secretary , shall give, give or cause to be given, such notices as may be required given notice of all meetings of the Member and the Board, shall authenticate and certify records and proceedings Members. The Secretary may delegate any of the Companyduties, shall keep accurate membership records for powers and authorities of the CompanySecretary to one or more Assistant Secretaries, and shall perform unless such other duties as may be assigned delegation is disapproved by the President or the Board, if anyBoard of Managers.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Chardan 2008 China Acquisition Corp.), Limited Liability Company Agreement (DJSP Enterprises, Inc.)

Secretary. The Secretary shall attend all meetings of the Member and the Board Members and shall prepare preserve in the books of the Company true minutes or records of proceeding the proceedings of all such meetings meetings. He or shall safely keep in a book to be kept for that purpose. The Secretary shall give, his or cause to be given, such notices as may be required of all meetings her custody the seal of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the CompanyCorporation, and shall have authority to affix the same to all instruments where its use is required. He or she shall give all notices required by statute, by-law or resolution. He or she shall perform such other duties as may be assigned delegated to him or her by the President or the Board, if anyManagement Committee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Mechanical Technology Inc), Limited Liability Company Agreement (Mechanical Technology Inc)

Secretary. The Secretary shall attend all meetings of the Member Members and the Board of Directors and shall prepare minutes or keep true and accurate records of proceeding of all such meetings in a book to be kept for that purposemeetings. The Secretary shall give, or cause to be given, such notices as may be required give notice of all meetings of the Member Members or the Board of Directors. The Secretary shall have such other powers and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as the Board of Directors or President may be assigned by from time to time assign to the President or the Board, if anySecretary.

Appears in 2 contracts

Samples: Operating Agreement (Eastern Airlines Inc), Operating Agreement (Eglobe Inc)

Secretary. The Secretary shall attend all meetings of the Member Board of Directors, all meetings of the shareholders, and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book books to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary He shall give, or cause to be given, such notices as may any notice required to be required given of all any meetings of the Member shareholders and the Board, shall authenticate and certify records and proceedings of the CompanyBoard of Directors. The Assistant Secretary or Assistant Secretaries shall, shall keep accurate membership records for in the Companyabsence or disability of the Secretary, or at the Secretary's request, perform the duties and shall perform such other duties as may be assigned by exercise the President or powers and authority granted to the Board, if anySecretary.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Applied Nanotech Holdings, Inc), Agreement and Plan of Merger (Applied Nanotech Holdings, Inc)

Secretary. The Secretary shall attend all meetings of the Member Board and of the Members and shall maintain records of, and whenever necessary, certify all proceedings of the Board and shall prepare minutes or records of proceeding of all such meetings in a book to be kept for that purposethe Members. The Secretary shall givekeep the required records of the Company, when so directed by the Board or other person or persons authorized to call such meetings, shall give or cause to be given, such notices as may be required given notice of all meetings of the Member Members and of meetings of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall also perform such other duties and have such other powers as may be assigned by the President Chairman or the Board, if anyBoard may prescribe from time to time.

Appears in 2 contracts

Samples: Operating Agreement (Gevo, Inc.), Operating Agreement

Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the Member shareholders and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purpose, and shall perform like duties for any other committees of the Board when required. The Secretary He shall give, or cause to be given, such notices as may be required notice of all meetings of the Member shareholders and the Board, shall authenticate and certify records and proceedings special meetings of the Company, shall keep accurate membership records for the CompanyBoard of Directors, and shall perform such other duties as may be assigned prescribed by the President Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the Board, if anyseal of the Corporation.

Appears in 2 contracts

Samples: 9 Transaction Agreement (Kinetic Concepts Inc /Tx/), 9 Transaction Agreement (Blum Richard C & Associates L P)

Secretary. The Secretary secretary shall attend all sessions of the Director/Managers and all meetings of the Member Members and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purposepurpose and shall perform such duties for the standing committees when required. The Secretary He shall give, or cause to be given, such notices as may be required notice of all meetings of the Member stockholders and the Board, shall authenticate and certify records and proceedings special meetings of the Company, shall keep accurate membership records for the Company, Director/Managers and shall perform such other duties as may be assigned he prescribed by the President Director/Managers or president, under whose supervision he shall be. He shall keep in safe custody the Board, if anyseal of the Company.

Appears in 1 contract

Samples: Operating Agreement (Tidewater Marine Fleet, L.L.C.)

Secretary. The Secretary shall attend all meetings of the Member and record all the Board and shall prepare minutes or records of proceeding of all such meetings proceedings thereat in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned prescribed by the Member, President or Vice President, under whose supervision he shall serve. The Secretary shall see that all books, reports, statements, certificates and other documents and records of the BoardCompany required by law to be kept or filed are properly kept or filed, if anyas the case may be.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lyondell Refining LP, LLC)

Secretary. The Secretary shall shall, unless otherwise determined by the Board, be secretary of and attend all meetings of the Member shareholders and Board of Directors, and may record the Board and shall prepare minutes or records proceedings of proceeding of all such meetings in a the minute book to be kept for that purposeof the corporation and, whenever necessary, certify such proceedings. The Secretary shall give, or cause to be given, such notices as may be required give proper notice of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, shareholders and shall perform such other duties as may be assigned prescribed by the President Board of Directors or the Board, if anychief executive officer from time to time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Dental Resources Inc)

Secretary. The Secretary shall attend all sessions of the Board of Directors/Association Officers and all meetings of the Member members, and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purposepurpose and shall perform like duties for any committees when required. The Secretary He/she shall give, give or cause to be given, such notices as may be required notice on all meeting of all the members and special meetings of the Member and the Board, shall authenticate and certify records and proceedings Board of the Company, shall keep accurate membership records for the CompanyDirectors/Officers, and shall perform such other duties as may be assigned prescribed by the President or the BoardPresident, if anyunder whose supervision he/she shall be.

Appears in 1 contract

Samples: www.brentwoodestateshoa.com

Secretary. The Secretary shall attend all meetings of the Member Board of Directors and record all the proceedings of the meetings of the Board and shall prepare minutes or records of proceeding of all such meetings Directors in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member and the Board, shall authenticate and certify records and proceedings Board of the Company, shall keep accurate membership records for the CompanyDirectors, and shall perform such other duties as may be assigned prescribed by the President Board of Directors or the BoardCEO, if anyor as are incident to the office.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mariner Energy Inc)

Secretary. The Secretary shall attend all sessions of the Board and all meetings of the Member Members and record all votes and the Board minutes of all proceedings, and shall prepare minutes perform like duties for committees when required. He or records of proceeding of all such meetings in a book to be kept for that purpose. The Secretary she shall give, or cause to be given, such notices as may be required notice of all meetings of the Member Members and meetings of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned prescribed by the President Board or the BoardPresident and CEO. The Secretary shall keep in safe custody the seal of the Company, if anyone is adopted, and, if so, have authority to affix the seal to all documents requiring it and attest to the same.

Appears in 1 contract

Samples: Operating Agreement

Secretary. The Secretary Secretary, unless otherwise determined by the Board of Managers, shall attend all meetings of the Member Members and all meetings of the Board and of Managers, shall prepare minutes record or records of proceeding of cause to be recorded all such meetings proceedings thereof in a book to be kept for that purpose, and may certify such proceedings. The Except as otherwise required or permitted by law or by this Agreement, the Secretary shall give, give or cause to be given, such notices as may be required given notice of all meetings of the Member Members and the Board, shall authenticate and certify records and proceedings all meetings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if anyBoard of Managers.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (New Gaming Capital Partnership)

Secretary. The Secretary Secretary, unless otherwise determined by the Board of Governors, shall attend all meetings of the Member members and all meetings of the Board and Board, shall prepare minutes record or records of proceeding of cause to be recorded, all such meetings proceedings thereof in a book to be kept for that purpose, and may certify such proceedings. The Except as otherwise required or permitted by law or this Operating Agreement, the Secretary shall give, give or cause to be given, such notices as may be required given notice of all meetings of the Member members and all meetings of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if any.

Appears in 1 contract

Samples: Operating Agreement (Red Trail Energy, LLC)

Secretary. The Secretary shall attend all meetings Board meetings, shall act as clerk of the Member such meetings, and shall record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings in a book to be kept for that purposeproceedings. The Secretary shall give, or cause to be given, such notices as may be required give notice of all meetings Board meetings. The Secretary may delegate certain duties to the Administrator as necessary to carry out the duties of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if anyoffice.

Appears in 1 contract

Samples: Joint Powers Agreement

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Secretary. The Secretary shall attend all meetings of the Member Board and the Board Members, and shall prepare record all votes and the minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purpose, and shall perform like duties for any other committees of the Board when so required. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member Members and notice of all special meetings of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned prescribed by the President Board or the Board, if anyPresident.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Equinox Holdings Inc)

Secretary. The Secretary shall attend all meetings of the Member Members and record all the Board and shall prepare minutes or records proceedings of proceeding the meetings of all such meetings the Company in a book to be kept for that purposepurpose and shall perform like duties for any standing committees when required. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the CompanyMembers, and shall perform such other duties as may be assigned prescribed by the President Managers or the BoardChief Executive Officer, if anyunder whose supervision the Secretary shall be. The Managers may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his signature.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (US Power Generating CO)

Secretary. (i) The Secretary shall attend all meetings of the Member stockholders, the Board and (as required) committees of the Board and shall prepare minutes or records record the proceedings of proceeding of all such meetings in a book books to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member stockholders and the Board, shall authenticate and certify records and proceedings special meetings of the Company, shall keep accurate membership records for the Company, Board and shall perform such other duties as may be assigned prescribed by the President or the Board, if any.the Chair of the Board, Chief Executive

Appears in 1 contract

Samples: Cooperation Agreement (Coliseum Capital Management, LLC)

Secretary. The Secretary shall attend all meetings of the Member and Members, the Board of Managers, and any committees of the Board of Managers, and shall prepare and maintain minutes or records of proceeding proceedings of all such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notices notice as may be required of all meetings of the Member and Members, the Board, and any committees of the Board of Managers, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if anyBoard of Managers.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Celadon Group Inc)

Secretary. The Secretary Secretary, unless otherwise determined by the Board of Directors, shall attend all meetings of the Member shareholders and all meetings of the Board and Board, shall prepare minutes record or records of proceeding of cause to be recorded all such meetings proceedings thereof in a book to be kept for that purpose, and may certify such proceedings. The Except as otherwise required or permitted by law or by these By‑Laws, the Secretary shall give, give or cause to be given, such notices as may be required given notice of all meetings of the Member shareholders and all meetings of the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if any.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vascular Solutions Inc)

Secretary. The Secretary Secretary, if there be one, shall attend all meetings of the Member Board and all meetings of the Shareholders and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purposepurpose and shall perform like duties for any committee when required. The Secretary He or she shall give, or cause to be given, such notices as may be required notice of all meetings of the Member Shareholders, the Board and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and any committee. The Secretary shall perform such other duties as may be assigned to him or her from time to time by the President Board or by the BoardPresident, if anythere be one.

Appears in 1 contract

Samples: Limited Liability Company Agreement and Bylaws

Secretary. The Secretary shall attend all sessions of the Board and all meetings of the Member members and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purpose. The Secretary He shall perform like duties for committees of the Board when required. He shall give, or cause to be given, such notices as may be required notice of all meetings of the Member members and the Board, shall authenticate and certify records and proceedings of the CompanyBoard of directors, when notice is required by this Agreement. He shall keep accurate membership records for the Company, have such other powers and shall perform such other duties as may be assigned prescribed from time to time by the President Board of Directors, the chief Executive Officer or the Board, if anyPresident.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Teppco Partners Lp)

Secretary. The Secretary shall attend all meetings of the Member Members and the Board of Directors and shall prepare minutes or records notify the Members and Directors of proceeding such meetings in the manner provided in this Agreement. The Secretary shall record the proceedings of all such meetings in a book to be books kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform have such other powers and duties as may be assigned by the President Board of Directors or the Chair of the Board, if anythe Vice Chair of the Board, or the President, as well as the specific powers assigned by this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Exelon Generation Co LLC)

Secretary. The Secretary shall attend all meetings of the Member Company and record all the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book or books to be kept for that purpose. The Secretary ; shall givesee that notices are given and records and reports properly kept and filed by the Company as required by law; and, or cause to be given, such notices as may be required of all meetings of the Member and the Boardin general, shall authenticate and certify records and proceedings perform all duties incident to the office of the Company, shall keep accurate membership records for the Companysecretary, and shall perform such other duties as may from time to time be assigned by the President Member or the BoardPresident. The Secretary shall keep and account for all books, if anydocuments, papers, and records of the Company, except those for which some other officer or agent is properly accountable.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Professional Teleconcepts, Inc.)

Secretary. The Secretary secretary shall attend all meetings of the Member Company, the Board, the executive committee and the Board standing committees. He shall act as clerk thereof and shall prepare minutes or records record all of proceeding the proceedings of all such meetings in a book to be kept for that purpose. The Secretary He shall give, or cause to be given, such notices as may be required give proper notice of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, Managers and shall perform such other duties as may shall be assigned to him by the President president or the Board, if any.

Appears in 1 contract

Samples: Operating Agreement (Scientific Games Corp)

Secretary. The Secretary shall attend all meetings of the Member and Members the Board Board, and shall prepare be responsible for recording the minutes or records of proceeding of all such meetings in a book to be kept for that purposethereof. The Secretary shall give, or cause have the responsibility of authenticating records of the Company and receiving notices required to be given, such notices as may be required of all meetings of sent to the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, Secretary and shall perform such other duties and have such other powers as are set forth herein, and as the Board may be assigned by the President or the Board, if anyfrom time to time prescribe.

Appears in 1 contract

Samples: Operating Agreement (Thermoenergy Corp)

Secretary. The Secretary shall attend all meetings of the Member Members and the Board Managers and shall prepare minutes or records notify the Members and Managers of proceeding such meetings in the manner provided in this Agreement. He shall record the proceedings of all such meetings in a book to be books kept for that purpose. The Secretary He shall give, or cause to be given, such notices as may be required of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform have such other powers and duties as may be assigned to him by the President Board of Managers or the Chairman of the Board, if anyas well as the specific powers assigned by this Agreement.

Appears in 1 contract

Samples: Operating Agreement (Constellation Energy Resources LLC)

Secretary. The Secretary secretary shall attend all sessions of the Director/Managers and all meetings of the Member Members and record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that purposepurpose and shall perform such duties for the standing committees when required. The Secretary He shall give, or cause to be given, such notices as may be required notice of all meetings of the Member stockholders and the Board, shall authenticate and certify records and proceedings special meeting of the Company, shall keep accurate membership records for the Company, Director/Managers and shall perform such other duties as may be assigned prescribed by the President Director/Managers or president, under whose supervision he shall be. He shall keep in safe custody the Board, if anyseal of the Company.

Appears in 1 contract

Samples: Operating Agreement (Tidewater Marine Fleet, L.L.C.)

Secretary. The Secretary shall attend all meetings of the Board of Governors and meetings of the Member and the Board record all votes and shall prepare minutes or records of proceeding of all such meetings proceedings in a book to be kept for that such purpose. The Secretary He or she shall give, have all such further powers and duties as generally are incident to the position of a secretary of a corporation or cause to be given, such notices as may be required of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may from time to time be assigned to him or her by the President Board of Governors or the Board, if anyChief Manager and President.

Appears in 1 contract

Samples: Operating Agreement (C2 Utility Contractors LLC)

Secretary. The Secretary shall attend to the giving of notice of each, meeting of Members, if any, and each meeting of Managers, and shall act as secretary at each such meeting. He shall keep minutes of all proceedings at such meetings as well as of all proceedings at all meetings of the Member and the Board and such other committees of Managers as any such committee shall prepare minutes or records of proceeding of all such meetings in a book direct him to be kept for that purposeso keep. The Secretary shall givekeep and account for all books, or cause to be givendocuments, such notices as may be required of all meetings papers and records of the Member and Company except those for which some other officer or agent is properly accountable. In addition, the Board, Secretary shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform have such other duties as may from time to time be assigned designated by the President or the Board, if anyManagers.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Quintel Communications Inc)

Secretary. The Secretary shall attend all meetings of the Member Board of Directors and of the Board shareholders, and shall prepare minutes or records record all proceedings of proceeding of all such meetings in a book books to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member shareholders and the Board, Board of Directors. He shall authenticate and certify records and proceedings have the custody of the Company, seal of the Company and shall keep accurate membership records for affix the Companysame to all instruments requiring it, and attest the same. He shall perform such other duties and possess such other powers as may be assigned by the President or the Board, if anyare incident to his office.

Appears in 1 contract

Samples: Common Stock Prices and Dividends

Secretary. The Secretary shall attend all meetings of the Member Board and all meetings of the Members, and shall record all votes and the Board and shall prepare minutes or records of proceeding of all such meetings proceedings in a book books to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may any notice required to be required given of all any meetings of the Member Board and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the CompanyMembers, and shall perform such other duties as may be assigned prescribed by the President Board or the BoardPresident, if anyunder whose supervision he shall be.

Appears in 1 contract

Samples: Limited Liability Company Agreement (MGP Ingredients Inc)

Secretary. The Secretary shall shall, unless otherwise determined by the Board, be secretary of and attend all meetings of the Member Board and the Board Member, and shall prepare minutes or records may record the proceedings of proceeding of all such meetings in a the minute book to be kept for that purposeof the Company and, whenever necessary, certify such proceedings. The Secretary shall give, maintain or cause see to be given, such notices the maintenance of the required records and information of the Company as may be required provided in Section 322B.373 of all the LLC Act. The Secretary shall give proper notice of meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned prescribed by the President Board or the Board, if anyChief Manager from time to time.

Appears in 1 contract

Samples: Member Control Agreement

Secretary. The Secretary shall attend all meetings of the Member and the Board and shall prepare keep the minutes or records of proceeding of all such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required of all meetings of the Member Members and the Board (and perform similar duties for the committees of the Board when required). The Secretary shall keep such books as may be required by the Board, shall authenticate and certify records and proceedings have charge of the Companyseal, if any, of the Company and shall keep accurate membership records for be permitted, subject to the Companyprovisions of this Agreement, to give notices of Members and Managers meetings required by law or by this Agreement, or otherwise, and shall perform have such other powers and duties as may be assigned prescribed by the President Board or the Board, if anyChairman.

Appears in 1 contract

Samples: Limited Liability Company (Carrabba's/Colorado-I, Limited Partnership)

Secretary. (i) The Secretary shall give (or cause to be given) notice of and shall attend all meetings of the Member Board of Directors and Members, shall record all of the Board proceedings of such meetings, and shall prepare minutes or be the custodian of the records of proceeding of all such meetings in a book to be kept for that purposethe Company. The Secretary shall give, or cause to be given, such notices as may be required of all meetings perform like duties for any committee of the Member and the Board, shall authenticate and certify records and proceedings Board of the Company, shall keep accurate membership records for the Company, Directors when requested and shall perform such other duties as may be assigned are prescribed by this Agreement and by the President or the Board, if anyBoard of Directors from time to time.

Appears in 1 contract

Samples: Operating Agreement (Sims Group LTD)

Secretary. The Secretary shall attend all meetings of the Member Management Committee and record, or cause to be recorded, all proceedings of the Board and shall prepare minutes or records of proceeding of all such meetings in a book to be kept for that purpose. The Secretary If requested by a Representative, he shall give, or cause to be given, such notices as may be required notice of all special meetings of the Member and the Board, management Committee. The Secretary shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall also perform such other duties as the Management Committee may be assigned by the President or the Board, if anyfrom time to time prescribe.

Appears in 1 contract

Samples: Limited Liability Company Agreement (El Paso Energy Partners Lp)

Secretary. The Secretary shall attend all meetings of the Member Board of Directors and all meetings of stockholders and record all the Board and shall prepare minutes or records of proceeding of all such meetings proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, such notices as may be required notice of all meetings of the Member stockholders and the Board, shall authenticate and certify records and proceedings special meetings of the Company, shall keep accurate membership records for the CompanyBoard of Directors, and shall perform such other duties as may be assigned prescribed by the President Board of Directors or President, under whose supervision he shall be. If the Board, if any.Secretary shall be unable or

Appears in 1 contract

Samples: Intermedia Communications Inc

Secretary. The Secretary shall attend all meetings of the Member Board of Directors and the shareholders and record all the proceedings of the Board of Directors and shall prepare minutes or records of proceeding of all such meetings the shareholders in a book to be or books kept for that purpose. The Secretary shall giveperform like duties for the executive committee. The Secretary or an Assistant Secretary may certify all votes, or cause to be given, such notices as may be required of all meetings resolutions and actions of the Member shareholders and the Board, shall authenticate Board of Directors and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and shall perform such other duties as may be assigned by the President or the Board, if anyits committees.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Skiing Co /Me)

Secretary. The Secretary shall attend all meetings of the Member Company and the Board Member. The Secretary shall act as clerk thereof and shall prepare minutes or records record all of proceeding the proceedings of all such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, such notices as may be required give proper notice of all meetings of the Member and the Board, shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company, and Member. The Secretary shall perform such any other duties and have any other authority as from time to time may be assigned to him or her by the President or the Board, if anyMember.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adit EdTech Acquisition Corp.)

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