VOTING BY THE BOARD Sample Clauses

VOTING BY THE BOARD. Normally, the Board shall operate by consensus. However, if the Chairperson determines the need for a vote, the following shall apply:
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VOTING BY THE BOARD. (a) Subject to the remaining provisions of this Section 4.3, and Section 4.4, any action by the board of directors of any member of the Company Group shall require no less than five (5) affirmative votes of the Board members, notwithstanding the number of members of the Board present at any meeting at which a vote is held.
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VOTING BY THE BOARD. Each CCC Board Member will have one (1) vote on matters before the Cities of Clay County Cooperative Authority. Each CCC Board Member will cast a vote on all matters before the Cities of Clay County Cooperative Authority unless the CCC Board Member has a conflict prohibiting him or her from casting a vote. All decisions before the Cities of Clay County Cooperative Authority shall be determined by a simple majority vote of the CCC Board Members present. CCC Board Members are not permitted to vote by proxy.‌
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VOTING BY THE BOARD. Subject to clause 9.15 and the Constitution, each Director is entitled to vote on all resolutions of the Board. However, the voting rights of each Director for each Stage shall be as follows: STAGE I STAGE II STAGE III % OF VOTES % OF VOTES % OF VOTES 1 SPV 51% 51% 50% Representative(s) (together) 2 ABN 16 1/3% 16 1/3% 40% Representative 3 Managing 16 1/3% 16 1/3% 10% Director 100% 100% 100% provided that in Stage III, if at any time during Stage III Xxxxx Xxxx does not continue to hold the position of Managing Director, he shall be entitled to appoint one Director from time to time who shall have the votes set out in the above table for the Managing Director for Stage III (and for so long as he so nominates a director, the votes exercisable in that Stage III by any serving Managing Director shall be 0%). Any reference in this agreement to a decision, resolution or discretion being made, agreed or determined by the Board, or similar expression, shall be determined on the basis of the weighted voting proportions described above. If there are two SPV Representatives present, each SPY Representative exercises half of the votes specified in row 1 of the table above, but if there is only one SPY Representative or only one SPY Representative is present he exercises all of the votes specified in row 1 of the table above. If there is no representative appointed or present for any of the positions listed in the above table (including if the Chairman is not fulfilling the role of Chairman at the meeting in question), then subject to the presence of a quorum the weighted voting rights set out in the table above which may be
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VOTING BY THE BOARD. Except where otherwise specified in this Agreement, a motion made at a Board meeting shall be conducted by unweighted vote and shall be deemed to have been accepted by the Board if more than fifty percent (50%) of the Board members (or alternates) present vote in the affirmative.
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VOTING BY THE BOARD. Each Flood Diversion Board Member shall have one (1) vote on matters before the Flood Diversion Board of Authority. All decisions before the Flood Diversion Board of Authority shall be determined by a simple majority vote of the Flood Diversion Board Members present except as set forth in this Section. Flood Diversion Board Members are not permitted to vote by proxy. A Flood Diversion Board Member Alternate will be seated as a Flood Diversion Board Member when the Member Entity’s Flood Diversion Board Member is absent from a Flood Diversion Board meeting. When seated pursuant to this Section, Flood Diversion Board Member Alternates will have the same voting rights as regular Flood Diversion Board Members. The following decisions require that at least one vote each must be cast by a Minnesota Board Member, a City of Fargo Member and a Cass County Board Member:‌
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Related to VOTING BY THE BOARD

  • Actions by the Board of Directors (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.

  • Delegation by the Board All of the powers, duties and responsibilities of the Board specified in this Agreement may, to the full extent permitted by applicable law, be exercised and performed by any duly constituted committee thereof to the extent authorized by the Board to exercise and perform such powers, duties and responsibilities.

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • Determinations and Actions by the Board of Directors All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith pursuant to this Agreement, shall not subject the Board of Directors to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company (or, as set forth herein, certain specified members thereof) shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board of Directors of the Company or to the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

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