Quorum and Action definition

Quorum and Action. Unless provided otherwise by law or by the Certificate of Incorporation or these by-laws, a majority of the Directors shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be necessary to constitute the act of the Board of Directors.
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Examples of Quorum and Action in a sentence

  • Quorum and Action: Unless provided otherwise by law or by the Certificate of Incorporation or these by-laws, a majority of the Directors shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time.

  • Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.- Quorum and Action.

  • Quorum and Action by Directors - A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business; provided, however, that at least one director who is not an officer or employee of the corporation or of any entity controlling, controlled by or under common control with the corporation and who is not a beneficial owner of a controlling interest in the voting stock of the corporation or of any such entity must be present in order to constitute a quorum.

  • Voting, Quorum and Action by Committees Each committee member shall be entitled to one (1) vote.

  • Neither the purpose of, nor the business to be transacted at, any special meeting of the Directors need be specified in the notice or waiver of notice of such meeting.Section 5.5 Quorum and Action.

  • Quorum and Action of Board of Directors.Quorum shall be a Supermajority of all the Directors in office and shall be necessary for the transaction of business, except to adjourn as hereinafter provided.

  • Quorum and Action Three members of the Board shall constitute a quorum sufficient to transact business.

  • Quorum and Action Twenty-five percent (25%) of the total membership will constitute a quorum at any meeting, whether at a location or by teleconference or webinar.

  • Section 3.9: Meetings of the Board and Quorum and Action 3.91: Meetings of the Board of Directors, regular or special, may be held at such place within or outside of the state of Pennsylvania, and upon such notice as may be prescribed by the Board of Directors.

  • Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.· Quorum and Action.

Related to Quorum and Action

  • resolution action means the decision to place an institution or entity referred to in point (b), (c) or (d) of Article 1(1) under resolution pursuant to Article 32 or 33, the application of a resolution tool, or the exercise of one or more resolution powers;

  • Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

  • Adverse Recommendation Change shall have the meaning set forth in Section 6.5(d).

  • Resolution of Directors means either:

  • Unanimous Consent means the consent of Lenders (other than Delinquent Lenders) holding 100% of the Commitments (other than Commitments held by a Delinquent Lender).

  • Disinterested Director/Trustee means a Director/Trustee of the Fund who is not an "interested person" of the Fund within the meaning of Section 2(a)(19) of the Act.

  • Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act.

  • MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Appointed Director means a person appointed in accordance with these bylaws as an appointed director or appointed as a replacement director for an appointed director;

  • Disinterested Directors means, with respect to any Affiliate Transaction, one or more members of the Board of Directors of the Company, or one or more members of the Board of Directors of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock.

  • Certificate of Incorporation means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • Delaware Law means the General Corporation Law of the State of Delaware.

  • Inactive voter means a registered voter who has:

  • TBCA means the Texas Business Corporation Act.

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Register of Directors and Officers means the Register of Directors and Officers referred to in these Bye-laws;

  • Termination of parental rights means the permanent elimination of all parental rights and duties, including residual parental rights and duties, by court order.

  • Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

  • unanimous resolution means, subject to subsection (3) -

  • Change in Recommendation has the meaning set forth in Section 6.02(a).

  • Consent of the Limited Partners means the Consent of a Majority in Interest of the Limited Partners, which Consent shall be obtained prior to the taking of any action for which it is required by this Agreement and may be given or withheld by a Majority in Interest of the Limited Partners, unless otherwise expressly provided herein, in their sole and absolute discretion.