Board Voting. On all matters requiring the vote or action of the Board, each Director shall be entitled to one vote, and, except as otherwise provided in this Agreement, all actions undertaken by the Board must be authorized by the affirmative vote of at least a majority of Directors. All actions undertaken by the Special Committee must be authorized by the affirmative vote of at least a majority of the Directors on the Special Committee.
Board Voting. All actions of the Board of Directors shall be by majority vote of those directors present at a meeting.
Board Voting. 4 2.2 Chairmen..........................................................................6 2.3 Removal...........................................................................6 2.4 Vacancy...........................................................................6 2.5 Independence......................................................................6 2.6
Board Voting. Resolutions of the board of directors shall be adopted by a majority vote (whether present in person or by proxy) at a duly convened meeting. However the following actions, because of their potentially substantial and material impact on the interests and investments of the stock holders may not be taken without at least one representative from party A and one representative of party B being recorded in the majority vote.
Board Voting. Until such time as the Stockholders together own less than 30% of the outstanding Common Stock on a Fully Diluted Basis (the "Expiration Date"), the Company and each Stockholder agrees to take any and all action necessary, including, without limitation, the voting of all of its Common Stock, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies in directorships on the Board, the waiving of notice, the attendance of meetings and the amendment of the Certificate of Incorporation or the Bylaws, so as to:
Board Voting. Each Manager present at any meeting of the Board (whether in person, telephonically or otherwise) or each Manager signing any written resolution or consent of the Board or authorizing any other action of the Board shall have the right to exercise one (1) vote in the aggregate at any such meeting or in respect of such resolution, consent or action. Except as otherwise stated in this Agreement, decisions of the Board shall be made by a majority of the votes cast.
Board Voting. On all matters requiring the vote or action of the Board, each Manager shall be entitled to one vote, and all actions undertaken by the Board must be authorized by the affirmative vote of at least a majority of Managers at any meeting at which a quorum is present; provided, however, that the actions specified in Sections 5.11 and Section 5.12 shall require only the determinations of the Managers specified therein and a quorum shall be deemed to exist with the presence of solely the Managers specified therein.
Board Voting. Significant Decisions of the Board require either a Dual Majority Vote or a Dual Super-Majority Vote (i.e., a “House & Senate” system).
Board Voting. A. United will have a board of directors (the "Board") consisting of 12 directors. The members of the Board immediately after the Stockholder Agreement becomes effective will be as set forth in Appendix C-1. Until such time as the Board proposes to nominate (or to recommend the election of) directors to serve for terms beginning in 2003: (i) the Founders (acting at the direction of Founders holding at least a majority of the shares of Class B Stock held by the Founders as a group) will have the right to nominate eight persons to serve on the Board; (ii) LMI will have the right to nominate four persons to serve on the Board; and (iii) the stockholders who are party to the Stockholders Agreement will vote for those 12 nominees and will not seek the removal of any director, except for cause. Thereafter: (i) LMI will have the right to name four nominees to serve as directors of United; (ii) the Founders will have the right to name four nominees; (iii) the Board will name the other four nominees; and (iv) the stockholders who are party to the Stockholder Agreement will vote for those 12 nominees and will not seek the removal of any director, except for cause.
Board Voting. 3.1. Resolutions of the Board and any committee shall be decided by a simple majority of the votes cast by the Directors (or their duly appointed alternates) present at the meeting of the Board or committee (as the case may be) for or against the resolution, unless otherwise specified under the terms of this Agreement.
