Voting and Quorum. Each director shall have one (1) vote. No proxy voting shall be permitted. Directors may participate in a meeting remotely by means of telecommunication that permits the director to hear and be heard by all individuals in attendance (audio and/or video) and shall be deemed present for a quorum and entitled to vote at the meeting. A quorum of the Board shall consist of four (4) directors, except that, should there be four (4) or more vacancies at any time, then during that time, a quorum shall consist of three (3) directors. No official action may be taken by the Board on any matter unless a quorum is present. The affirmative vote of a majority of the Board shall be required for the Board to take action.
Voting and Quorum. Except as otherwise set forth in Section 6.03, no action may be taken at a meeting of the Board of Directors unless all Directors entitled to vote are present in person, by proxy or by telephone. Each Director shall be entitled to designate a proxy for one or more meetings which proxy shall have the full authority of such designating Director which proxy may be the other Director appointed by the same Member as the Director that executed the proxy. Except as otherwise set forth in Section 6.03, all action of the Board of Directors, except as otherwise specifically provided, shall be passed by the affirmative vote of all Directors.
Voting and Quorum. Each Director shall have one vote. A majority of all Directors is required for a quorum. An affirmative majority vote of all Directors is required for the passage of any item before the Council, subject to any additional voting requirements as provided in this Agreement, including specifically the additional voting requirements for amending this Agreement in Subsection 4(c), below.
Voting and Quorum. The Board shall act only upon a duly taken vote of the Directors. A vote of the Board shall be deemed duly executed if approved by a majority vote of a Quorum of the Board (as defined below). Unless otherwise agreed by the Authority and a New Member, each Director appointed by a Member shall have one vote. A quorum of the Board shall consist of a majority of the Directors as measured by voting power (“Quorum”). No official action may be taken by the Board on any matter unless a Quorum is present. Attendance at meetings by Directors may be held by telephone or other electronic means, provided that all persons attending the meeting, including the public, can hear and be heard. A Director may vote by written proxy given to another Director. All meetings of the Board shall be done in the manner required by the Colorado Open Meetings Act, Section 24-6-401, et seq., C.R.S.
Voting and Quorum. Decisions of the Board of Directors shall require the approval of at least a majority of the minimum required for a quorum of the directors. A quorum shall consist of two thirds (2/3) of the Directors installed in office.
Voting and Quorum. Each member of the Agency Board shall have one (1) vote. A quorum of the Agency Board shall consist of at least seven (7) of the Agency Board's members. No official action may be taken by the Agency Board on any matter unless a quorum is present. The affirmative vote of a majority of the Agency Board members present at the time of the vote shall be required for the Agency Board to take any action.
Voting and Quorum. Only Authorised Representatives have a right to vote at any meeting of HECA East. There must be a quorum of 50% Authorised Representatives present for the Annual General Meeting. Voting may be by show of hands or ballot as determined by the Chair in post upon commencement of the vote. Authorised Representatives may vote by proxy provided written authority is sent to the Secretary no later than one day before the Annual General Meeting or Extraordinary General Meeting. Authorised Representatives may vote by electronic mail to the Secretary if they are unable to attend the meeting. The electronic mail must reach the Secretary no later than one day before the meeting.
Voting and Quorum. 20.1 A minimum of half the Full Consortium Members must be represented either in person or via telephone or video conference call in order for a meeting of the SEERPIC Board or the SEERPIC Insurance Group (as appropriate) to be quorate.
Voting and Quorum. (a) Voting by the Technical Committee may be conducted by verbal or written ballot, if the meeting is held in person, or by ballot transmitted by electronic mail or facsimile if the meeting is convened in part or in whole by electronic means.
Voting and Quorum. Each Management Committee member will have one vote. The persons appointed to the Management Committee by the KXXXXXX XX shall vote as a block until such time as Istithmar’s direct or indirect ownership interest in the Units falls below ten percent (10%). A quorum of the Management Committee shall require at least one (1) of the Management Committee members appointed by MGM JV and at least two (2) of the Management Committee members appointed by KXXXXXX XX, at least one (1) of which Management Committee members appointed by KXXXXXX XX shall be a member appointed by Istithmar for so long as Istithmar is entitled to appoint a Management Committee member. Except as otherwise specifically set forth herein, all actions of the Management Committee shall require the approval of (i) a majority of the members of the Management Committee, (ii) for so long as KXXXXXX XX meets the KXXXXXX Management Prerequisite, the approval of at least one member of the Management Committee appointed by KXXXXXX XX (to the extent such member of the Management Committee is entitled to vote hereunder) and (iii) for so long as MGM JV meets the MGM Management Prerequisite, the approval of at least one member of the Management Committee appointed by MGM JV (to the extent such member of the Management Committee is entitled to vote hereunder). If a Member is a Defaulting Member under this Agreement, the members appointed to the Management Committee by such Member shall not be entitled to vote on any matter requiring Management Committee Approval for so long as such Member is a Defaulting Member, and, in such case, the quorum requirement will adjust to exclude the Defaulting Member’s appointee to the Management Committee. Notwithstanding anything to the contrary herein, a Management Committee member appointed by (a) KXXXXXX XX shall have no vote on a matter relating to whether a default has occurred with respect to an Agreement entered into by the Company, on one hand, and KXXXXXX XX or its Affiliates, on the other hand; and (b) MGM JV shall have no vote on a matter relating to whether a default has occurred with respect to an Agreement entered into by the Company, on one hand, and MGM JV or their Affiliates, on the other hand.
