Decisions by Members Sample Clauses
The "Decisions by Members" clause defines how decisions are made by the members of an organization or entity, such as a limited liability company. It typically outlines the process for voting, the required majority or quorum for decisions to be valid, and the types of matters that require member approval. For example, it may specify that certain actions, like amending the operating agreement or approving major transactions, need a majority or unanimous vote of the members. This clause ensures clarity and structure in the decision-making process, helping to prevent disputes and confusion among members regarding how and when decisions can be made.
Decisions by Members. Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.
Decisions by Members. Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members. Withdrawal by a Member. A Member has no power to withdraw from the Company, except as otherwise provided in Section 8. Organization Expenses. All expenses incurred in connection with organization of the Company will be paid by the Company.
Decisions by Members. Section 8.1 Decisions by Members ............................................9 Section 8.2 Member Meetings .................................................9 ARTICLE IX REGULATORY APPROVALS; RELATED AGREEMENTS
Decisions by Members. Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean an affirmative vote of a Seventy Five percent (75%) majority of the Unit Votes for Units held by Members.
Decisions by Members. Whenever in this agreement reference is made to the decision, consent, approval, judgment, or action of the members, unless otherwise expressly provided in this agreement, such decision, consent, approval, judgment, or action shall be conducted per item 6, 6A, and 6B, above.
Decisions by Members. (a) The Members hereby delegate all of their authority for management and the right to vote on affairs of the Company, as contained in the LLC Law, to the Manager, except that the Manager shall not have the authority to engage in the following prohibited actions, without the unanimous vote or Consent of the Members:
(i) admitting a new member into the Company,
(ii) engaging in activities other than the Business activities,
(iii) the amount of each Member's additional Capital Contribution, as required by Section 3.1(b)(ii);
(iv) amendment of this Agreement (except as permitted in Section 3.3(b)) or the Certificate of Conversion, including, but not limited to, changing the Membership Percentages of either or both Members (except as provided in Section 3.1(b)(ii)(B)),
(v) sale, transfer or other conveyance of all or substantially all of the assets of the Company (except for leases of fiber in the ordinary course of business which do not impair the ability to conduct the Business activities), it being understood that pledging, encumbering or using the Property of the Company (A) as collateral in connection with the ordinary course of business of the Company or, (B) as collateral for a loan from Telergy pursuant to Section 3.1(b)(ii)(A), shall not constitute a sale, transfer or conveyance for this purpose;
(vi) merger or consolidation of the Company with or into any other entity; or
(vii) dissolution, liquidation and winding up of the Company.
(b) All decisions to be made by the Members as set forth in Section 8.1(a) shall be made at a meeting of the Members, or by the unanimous Consent of the Members. Members may attend a meeting in person or by conference telephone call. Each Member shall be entitled to one (1) vote and shall designate its authorized representative to attend the meeting and cast such vote.