XXXXXX Powers. 2 Section 2.Quorum and Required Vote..........................2 Section 3.Shareholder Action by Written Consent Without a Meeting.........................................2 Section 4.Record Dates......................................2
XXXXXX Powers. The Shareholders shall have power to vote only (i) for the election of Directors as provided in Article III, Sections 3.01 and 3.02 hereof, (ii) for the removal of Directors as provided in Article III, Section 3.03 hereof, (iii) with respect to any investment advisory or management contract as provided in Article VI, Sections 6.01 and 6.05 hereof, and (iv) with respect to such additional matters relating to the Company as may be required by law, by this Agreement, or the Bylaws or any registration of the Company with the Commission or any state, or as the Directors may consider desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; (ii) as specifically provided in this Agreement, and (iii) when the Directors have determined that the matter affects the interests of more than one Series, then the Shareholders of all such Series shall be entitled to vote thereon. The Directors may also determine that a matter affects only the interests of one or more Classes of a Series, in which case any such matter shall be voted on only by such Class or Classes. A Shareholder of each Series shall be entitled to one vote for each dollar of net asset value (number of Shares owned multiplied by the net asset value per Share) of such Series on any matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a fractional dollar vote. There shall be no cumulative voting in the election of Directors. Shares may be voted in person or by proxy or in any manner provided for in the Bylaws. A proxy may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the Bylaws, in the event a proposal by anyone other than the officers or Directors of the Company is submitted to a vote of the Shareholders of the Company or one or more Series or Classes of the Company, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Directors of the Company, Shares may be voted only in person or by written proxy. Until Shares are issued, the Directors may exercise all rights of Shareholders and may take any action required or permitted by law or this Agreement (including...
XXXXXX Powers. Each Participating District shall have one vote on the Governing Board. The alternate Representative may vote at meetings of the Governing Board in the absence of the Participating District’s Representative. In the event that both the Representative and the alternate Representative are absent, an official alternate selected by the Participating District’s governing board may serve as the Representative with all normal voting privileges. At least two Representatives and or alternate Representatives must be present to constitute a quorum for transacting business. A majority vote of the Governing Board shall be required to transact the business of the Governing Board. As additional Participating Districts become parties to this Agreement, the majority vote and membership determination shall be adjusted accordingly. At the end of the first year of operation, the voting procedure will be reviewed by the Participating Districts and in the future may, at the discretion of the Governing Board, be reviewed annually.
XXXXXX Powers
