Common use of Action by Board of Managers Clause in Contracts

Action by Board of Managers. Except as otherwise provided in this Agreement, a majority of the Managers will constitute a quorum, and decisions of a majority of Managers present and acting at a meeting of the Board of Managers at which a quorum is present will constitute decisions of the Board of Managers; provided, however, that unanimous approval of the Board of Managers shall be required for the approval of: (x) obligations or commitments related to direct or indirect compensation or payments to the principals or Affiliates of Opus; or (y) the offer and sale of debt securities or Interests of the Joint Venture; provided, further, however, that if the Financial and Operations Principal (“FINOP”) of OPN Capital Markets determines that OPN Capital Markets has failed or will likely fail before the next Financial and Operational Combined Uniform Single (FOCUS) Report is due to meet regulatory required capital, then a majority vote of the Board of Managers is all that is required for actions under 4.2.3(y). Managers may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Any action required or permitted to be taken by the Board of Managers may be taken without a meeting if all of the members of the Board of Managers consent thereto in writing and the writing is filed with the records of the Joint Venture. The Board of Managers may fix by resolution the place, date and time for the holding of such regular meetings, in which case no notice of such regular meetings need be given to the Managers; provided, however, that if the Board of Managers fixes or changes the time or place of any regular meeting, notice of such action will be given to each Manager not present at the time such action was taken. Each Manager shall be entitled to call a special meeting of the Board of Managers up to two times in any calendar year and the majority of the Board may call a special meeting of the Board of Managers at any time. Any such special meeting shall be held at the principal executive offices of the Joint Venture. Notice of meetings of the Board of Managers (other than the regular meetings) will be given to each member of the Board of Managers at least five (5) business days prior to such meeting. Notice of any meeting of the Board of Managers may be waived by members of the Board of Managers before, at, or after the meeting.

Action by Board of Managers. (i) Each Manager shall have a single vote. Except as otherwise provided in this Agreement, a majority all of the Managers will constitute a quorum, and and, except as otherwise provided in this Agreement, decisions of a majority of Managers present and acting at a meeting of the Board of Managers at which a quorum is present will constitute the binding decisions of the Board of Managers; provided. Notwithstanding the foregoing, however, that unanimous approval of the Board of Managers shall be required for endeavor to meet on a weekly basis to address the approval of: (x) obligations or commitments related to direct or indirect compensation or payments to the principals or Affiliates of Opus; or (y) the offer ongoing management and sale of debt securities or Interests business of the Joint Venture; provided, further, however, that if the Financial and Operations Principal Company. (“FINOP”ii) of OPN Capital Markets determines that OPN Capital Markets has failed or will likely fail before the next Financial and Operational Combined Uniform Single (FOCUS) Report is due to meet regulatory required capital, then a majority vote of the Board of Managers is all that is required for actions under 4.2.3(y). Managers may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Any action required or permitted to be taken by the The Board of Managers may will endeavor in good faith to call quarterly meetings to discuss matters to be taken without a meeting if all of the members of the Board of Managers consent thereto in writing and the writing is filed with the records of the Joint Venturevoted upon. The Board of Managers may fix by resolution the place, date and time for the holding of such regular meetings, in which case no notice of such regular meetings need be given to the Board of Managers; provided, however, that if the Board of Managers fixes or changes the time or place of any regular meeting, notice of such action will be given to each Manager. Any Manager not present at the time such action was taken. Each Manager shall be entitled to call a special meeting of the Board of Managers up to two times in any calendar year and the majority of the Board may call a special meeting of the Board of Managers at any time. Any such special meeting shall be held at the principal executive offices of the Joint VentureManagers. Notice of special meetings of the Board of Managers (other than the regular meetings) will be given to each member of the Board of Managers at least five (5) business days Business Days prior to such meeting. Notice of any meeting of the Board of Managers may be waived by members of the Board of Managers before, at, at or after the meeting. Nothing in this Agreement or this Section 6.2(b)(ii) is intended to require that meetings of Managers be held, it being the intent of the Members that meetings of Managers are not required.