Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be no Assistant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 11 contracts
Samples: Limited Liability Company Agreement (NB Crossroads Private Markets Fund IV (TI) - Client LLC), Limited Liability Company Agreement (UST Global Private Markets Fund, LLC), Limited Liability Company Agreement (NB Crossroads Private Markets Fund IV (TE) - Client LLC)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members Limited Partners and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members Limited Partners and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members Limited Partners and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the CompanyFund, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary may give general authority to any other officer to affix the seal of the Company Fund and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 9 contracts
Samples: Limited Partnership Agreement (NB Crossroads Private Markets Fund v (TE) LP), Limited Partnership Agreement (NB Crossroads Private Markets Fund VI Custody LP), Limited Partnership Agreement (NB Crossroads Private Markets Fund VII LP)
Secretary. The Secretary shall attend all the meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat thereof in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Chairman of the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 9 contracts
Samples: Administrative Services Agreement (Egpi Firecreek, Inc.), Administrative Services Agreement (Strategic Partners Consulting LLC), Subscription Agreement (Marshall Holdings International, Inc.)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members the stockholders and record all of the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Directors or the PresidentCEO, under whose supervision to whom the Secretary shall actreport. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be is no Assistant Secretary, then than either the Board of Managers Directors or the President CEO may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be is one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Reckitt Benckiser Group PLC), Agreement and Plan of Merger (Schiff Nutrition International, Inc.), Agreement and Plan of Merger (Reckitt Benckiser Group PLC)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Regal Entertainment Group), Agreement and Plan of Merger (Neiman Marcus Group LTD Inc.), Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the Presidenthe Chief Executive Officer, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to or be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then either the Board of Managers Directors or the President Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Community Bankers Acquisition Corp.), Agreement and Plan of Merger (Community Bankers Acquisition Corp.), Agreement and Plan of Merger (Boe Financial Services of Virginia Inc)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any any' other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law Law to be kept or filed are properly kept or filed, as the case may be.
Appears in 4 contracts
Samples: Arrangement Agreement (Comamtech Inc.), The Arrangement Agreement (DecisionPoint Systems, Inc.), The Arrangement Agreement (Comamtech Inc.)
Secretary. The Secretary shall attend all the meetings of the Board --------- of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat thereof in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Chairman of the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 4 contracts
Samples: Plan and Agreement of Merger (Atng Inc), Plan and Agreement of Merger (Marmion Industries Corp), Plan of Merger (International Development Corp)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested to by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (World Wide Relics Inc.), Merger Agreement (China PharmaHub Corp.), Acquisition Agreement (Madison Enterprises Group, Inc.)
Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be no Assistant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 3 contracts
Samples: Limited Liability Company Operating Agreement (Excelsior Venture Partners Iii LLC), Limited Liability Company Operating Agreement (Excelsior Venture Partners Iii LLC), Limited Liability Company Operating Agreement (Excelsior Venture Partners Fund Iii LLC)
Secretary. The Except as otherwise provided herein, the Secretary shall attend record all the proceedings of meetings of the Board of Managers Directors and all meetings of the Members and record all the proceedings thereat in a book or books to be kept for that purpose; , and the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers or the PresidentChief Executive Officer, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers or the PresidentDirectors, under whose supervision the Secretary he or she shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers or the President Directors may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any an Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Centex Construction Products Inc), Agreement and Plan of Merger (Centex Corp), Agreement and Plan of Merger (Centex Construction Products Inc)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable unable, or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Registration Rights Agreement (Knight Capital Group, Inc.), Voting and Support Agreement (GETCO Holding Company, LLC)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.)
Secretary. SECTION 4:7. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the such Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company corporation, if there be one, and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be. In the absence of the Secretary from any meeting, the minutes shall be recorded by the person appointed for that purpose by the presiding officer.
Appears in 2 contracts
Samples: Loan and Security Modification Agreement (Singulex Inc), Loan and Security Modification Agreement (Singulex Inc)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Newport Corp), Agreement and Plan of Merger (MKS Instruments Inc)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of Executive Chairman, the Board of Managers Chief Executive Officer or the President, as applicable, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be is no Assistant Secretary, then either the Board of Managers Directors, the Executive Chairman, the Chief Executive Officer or the President President, as applicable, may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be is one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Reorganization Agreement (Cannae Holdings, Inc.), Reorganization Agreement (Fidelity National Financial, Inc.)
Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be no Assistant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Managers may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Fortress Pinnacle Investment Fund LLC), Limited Liability Company Agreement (Fortress Brookdale Investment Fund LLC)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Chief Executive Officer or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Unum Corp), Merger Agreement (Provident Companies Inc /De/)
Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of Members the Member and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for any standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members Member and special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers or the PresidentVice President & Principal Executive Officer, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be no Assistant Secretary, then either the Board of Managers or the Vice President & Principal Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Managers may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Celanese Americas CORP), Limited Liability Company Agreement (Celanese Americas CORP)
Secretary. The Except as otherwise provided herein, the Secretary shall attend record all the proceedings of meetings of the Board of Managers Directors and all meetings of the Members and record all the proceedings thereat in a book or books to be kept for that purpose; , and the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Directors or the PresidentChief Executive Officer, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the . The Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary (or any Assistant Secretary) shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties and have such other powers as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the PresidentChief Executive Officer, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then either the Board of Managers Directors or the President Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Amicus Therapeutics, Inc.), Limited Liability Company Agreement (ARYA Sciences Acquisition Corp IV)
Secretary. The Secretary shall attend keep the minutes of all meetings of the shareholders and the Board of Managers and all meetings of Members and record all the proceedings thereat Directors in a book or books to be kept for that purpose; such purposes, and also, when so requested, the minutes of all meetings of committees in a book or books to be kept for such purposes. The Secretary shall attend to giving and serving of all notices, and such Secretary shall have charge of all books and papers of the Corporation, except those hereinafter directed to be in charge of the Treasurer, or except as otherwise expressly directed by the Board of Directors. The Secretary shall keep the stock certificate book or books. The Secretary shall be the custodian of the seal of the Corporation. The Secretary shall sign with the Chief Executive Officer all certificates of stock as the Secretary of the Corporation and as Secretary affix or cause to be affixed thereto the seal of the Corporation. The Secretary may sign as Secretary of the Corporation, with the President in the name of the Corporation and on its behalf, all contracts, deeds, mortgages, bonds, notes and other papers, instruments and documents, except as otherwise expressly provided by the Board of Directors, and as such, the Secretary shall also perform like duties for committees affix the seal of the Corporation thereto when required thereby. Under the direction of the Board of Managers when required. The Directors, the Chairman of the Board, any Vice Chairman of the Board, or the President, the Secretary shall give, perform all the duties usually pertaining to the office of Secretary or cause to be given, notice of all meetings of the Members and special meetings of the Board of ManagersChief Executive Officer, and such Secretary shall perform such other duties as may be prescribed by the Board of ManagersDirectors. If at any time any person or persons shall be designated as an Assistant Secretary of the Corporation, the Chairman of the Board of Managers or the President, under whose supervision Secretary may delegate to such Assistant Secretary such duties and powers as the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be no Assistant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may bedeem proper.
Appears in 2 contracts
Samples: Gulf Coast Bancorp Inc, Centerstate Banks of Florida Inc
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members and shall record all the proceedings thereat of the meetings of the Board of Directors in a book or books to be kept for that purpose; the Secretary , and shall also perform like duties for committees of the Board of Managers Directors, when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Managers, Directors and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or by the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be no Assistant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be givenbe. The Secretary shall have custody of the seal of the Company, Company (if any), and the Secretary Secretary, or any an Assistant Secretary, if there be one, shall have authority to affix the same to on any instrument requiring it it, and when so affixed, it the seal may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary may Board of Directors or the Appointing Officer may, by resolution, give general authority to any other officer to affix the seal of the Company (if any) and to attest to the affixing same by such officer’s signature. The Secretary or an Assistant Secretary may also attest all instruments signed by the President or any Vice President. The Secretary shall have charge of all the books, records and papers of the Company relating to its organization and management, shall see that all books, the reports, statements, certificates statements and other documents and records required by applicable law to be kept or filed are properly kept and filed and, in general, shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to the Secretary by resolution of the Board of Directors, by the Appointing Officer or filed, as by the case may bePresident.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Time Warner Cable Inc.), Limited Liability Company Agreement (Time Warner Cable Inc.)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goal Acquisitions Corp.), Agreement and Plan of Merger (Adit EdTech Acquisition Corp.)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the PresidentChief Executive Officer, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings meeting of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, filed as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westinghouse Air Brake Co /De/), Agreement and Plan of Merger (Motivepower Industries Inc)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary or a designee shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members members and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members members and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NuStar Energy L.P.), Limited Liability Company Agreement (NuStar Energy L.P.)
Secretary. The Secretary shall attend all meetings of the --------- --------- Board of Managers Directors and all meetings of Members stockholders and record all the proceedings proceed- ings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant SecretarySecre- tary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Agreement of Merger (Turner Paul H), Agreement of Merger (Simons Stephen W)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the PresidentChief Executive Officer, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Joint Venture Agreement (Sequana Therapeutics Inc), Joint Venture Agreement (Sequana Therapeutics Inc)
Secretary. The Secretary of the Corporation shall attend act as secretary at all meetings of the Board of Managers stockholders and all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when requiredpresent, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he or she shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be. In the absence or disability of the Treasurer, or if there be none, the Secretary shall also have the duties and authority designated to the Treasurer herein.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Wok Acquisition Corp.), Agreement and Plan of Merger (P F Changs China Bistro Inc)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 2 contracts
Samples: Merger Agreement (Sapiens International Corp N V), Merger Agreement (Ness Technologies Inc)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the PresidentChief Executive Officer, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then either the Board of Managers Directors or the President Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed flied are properly kept or filed, as the case may bemaybe.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Numbeer, Inc.)
Secretary. SECTION 4:7. The Secretary shall attend all meetings of the Board of Managers and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersBoard, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers or the President, under whose supervision the such Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersBoard, and if there be no Assistant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of Secretary, any such Assistant Secretary, the Treasurer, any Assistant Treasurer or other officer. The Secretary Board, the Chairman of the Board or the President may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be. In the absence of the Secretary from any meeting, the minutes shall be recorded by the person appointed for that purpose by the presiding officer.
Appears in 1 contract
Samples: Consolidated Freightways Corp
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Board, the Chief Executive Officer or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the CompanyCorporation, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings Special Meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings Special Meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kansas City Power & Light Co)
Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the . The Secretary shall also perform like duties for maintain all minutes and records of the proceedings of the Board of Directors and committees of the Board of Managers when requiredin a book or books for such purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the PresidentChief Executive Officer, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if then the Chief Executive Officer or any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then either the Board of Managers Directors or the President Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ram Energy Resources Inc)
Secretary. The Secretary shall attend all meetings of attend, to the Board of Managers and extent possible, all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of ManagersMembers, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of ManagersMembers, and if there be is no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it it, and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors or President may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be. The duties of the Secretary may be performed by any Assistant Secretary.
Appears in 1 contract
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Board, the Chief Executive Officer, the President or the any Co-President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the Chief Executive Officer, the President or any Co-President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the CompanyCorporation, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Business Combination Agreement (FinTech Acquisition Corp. IV)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the PresidentChief Executive Officer, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then either the Board of Managers Directors or the President Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Secretary. The Secretary shall attend all meetings of the --------- --------- Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Armkel LLC
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members Partners and record or cause to be recorded all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members Partners and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members Partners and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the CompanyPartnership, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Partnership and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Limited Partnership Agreement (RIC Coinvestment Fund LP)
Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be no Assistant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the CompanyFund, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary may give general authority to any other officer to affix the seal of the Company Fund and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Limited Liability Company Agreement (NB Crossroads Private Markets Access Fund LLC)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman Chairperson of the Board of Managers Directors or the Presidentany Chief Executive Officer, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President any Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Master Services Agreement (Zanite Acquisition Corp.)
Secretary. The Secretary shall attend keep the minutes of all meetings of the shareholders and the Board of Managers and all meetings of Members and record all the proceedings thereat Directors in a book or books to be kept for that purpose; such purposes, and also, when so requested, the minutes of all meetings of committees in a book or books to be kept for such purposes. The Secretary shall attend to giving and serving of all notices, and such Secretary shall have charge of all books and papers of the Corporation, except those hereinafter directed to be in charge of the Treasurer, or except as otherwise expressly directed by the Board of Directors. The Secretary shall keep the stock certificate book or books. The Secretary shall be the custodian of the seal of the Corporation. The Secretary shall sign with the President all certificates of stock as the Secretary of this Corporation and as Secretary affix or cause to be affixed thereto the seal of the Corporation. The Secretary may sign as Secretary of the Corporation, with the President in the name of the Corporation and on its behalf, all contracts, deeds, mortgages, bonds, notes and other papers, instruments and documents, except as otherwise expressly provided by the Board of Directors, and as such, the Secretary shall also perform like duties for committees affix the seal of the Corporation thereto when required thereby. Under the direction of the Board of Managers when required. The Secretary shall giveDirectors, or cause to be given, notice of all meetings of the Members and special meetings Chairman of the Board or the President, the Secretary shall perform all the duties usually pertaining to the office of Managers, Secretary; and such Secretary shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be no Assistant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Old Florida Bankshares Inc
Secretary. The Secretary shall attend all meetings of the --------- Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers or the PresidentChief Executive Officer, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Phillips Petroleum Co)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall may give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Manag ers or the President, under whose supervision the Secretary shall act. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be no Assistant Assis tant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Excelsior Venture Partners Iii LLC)
Secretary. The Secretary shall attend attend, to the extent possible, all meetings of the Board of Managers and all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of Managers, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers or the President, under whose supervision the Secretary he or she shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of Managers, and if there be is no Assistant Secretary, then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it it, and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Managers may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law Law to be kept or filed are properly kept or filed, as the case may be. The duties of the Secretary may be performed by any Assistant Secretary.
Appears in 1 contract
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary or a designee shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members members and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members Table of Contents members and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Secretary. The Secretary shall attend all the meetings of the Board of Managers Directors and all meetings of Members stockholders and record all the proceedings thereat thereof in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Chairman of the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members members and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary he shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members members and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Company and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Shamrock Logistics Lp)
Secretary. (a) The Secretary shall attend all meetings of the Board of Managers and all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers standing committees, if any, when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of ManagersMembers, and shall perform such other duties as may be prescribed by the Board of Managers, the Chairman of the Board of Managers Members or the President, under whose supervision the Secretary he or she shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of ManagersMembers, and if there be no Assistant Secretary, then either the Board of Managers Members or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Members may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s his or her signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be. Xxxxx X. Xxxxx is hereby appointed the Secretary of the Company.
Appears in 1 contract
Samples: Operating Agreement (Idt Corp)
Secretary. The Secretary shall attend all meetings of the Board of Managers Directors and all meetings of Members the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and shall perform such other duties as may be prescribed by the Board of ManagersDirectors, the Chairman of the Board of Managers Directors or the President, under whose supervision the Secretary shall actbe. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members stockholders and special meetings of the Board of ManagersDirectors, and if there be no Assistant Secretary, then either the Board of Managers Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board of Directors may give general authority to any other officer to affix the seal of the Company Corporation and to attest to the affixing by such officer’s 's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of Members and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and special meetings of the Board of ManagersBoard, and shall .shall perform such other duties as may be prescribed by the Board of ManagersBoard, the Chairman of the Board of Managers or the President, under whose supervision the Secretary shall act. act If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Members and special meetings of the Board of ManagersBoard, and if there be no Assistant Secretary, ; then either the Board of Managers or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Company, if any, and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Secretary Board may give general authority to any other officer to affix the seal of the Company and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Longeveron LLC)
