Action by the Board of Managers Clause Samples
The "Action by the Board of Managers" clause defines how decisions are made and actions are authorized by the board governing a company, typically an LLC. It outlines the procedures for calling meetings, the required quorum, voting thresholds, and the manner in which resolutions are adopted—such as through in-person meetings, written consents, or telephonic participation. This clause ensures that the board's actions are valid and binding, providing a clear framework for governance and decision-making, and helps prevent disputes by specifying the formalities required for board actions.
Action by the Board of Managers. (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.
(b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.
Action by the Board of Managers. The affirmative vote of a majority of the Managers present at a meeting at which there is a quorum shall be the act of the Board of Managers. As used in this Agreement, the phrase "the approval of the Board of Managers," "the consent of the Board of Managers," "as determined by the Board of Managers" and similar phrases means the approval as set forth in the preceding sentence, except as expressly provided otherwise in this Agreement.
Action by the Board of Managers. The affirmative vote of a majority of the Managers present at a meeting at which there is a quorum shall be the act of the Board of Managers; provided, however, that with respect to any matter to be determined by the Board of Managers pursuant to which one or more Managers have a direct or indirect interest that is not shared by all Managers, such determination must be made by a majority of the disinterested members of the Board of Managers present at a meeting at which a quorum is present. As used in this Agreement, the phrase “the approval of the Board of Managers,” “the consent of the Board of Managers,” “as determined by the Board of Managers” and similar phrases means the approval as set forth in the preceding sentence, except as expressly provided otherwise in this Agreement.
Action by the Board of Managers. The affirmative vote of all Managers in attendance at any meeting of the Board of Managers shall constitute the act of the Board of Managers hereunder and the act of the Managers for purposes of the Act. As used in this Agreement, the phrases “the approval of the Board Managers,” “the consent of the Board of Managers,” “as determined by the Board of Managers” and similar phrases mean the approval as set forth in the preceding sentence, except as expressly provided otherwise in this Agreement.
Action by the Board of Managers. (a) Meetings of the Board of Managers may be called by any Manager upon twenty-four hours 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 of Managers. All actions of the Board of Managers shall require the affirmative vote of a majority of the Managers then in office.
Action by the Board of Managers. Each Manager shall have one Vote. All decisions of the Board of Managers shall be made by a Majority Vote of the Board of Managers.
Action by the Board of Managers. All actions taken by the Board of Managers under this Agreement shall require the affirmative vote or written consent of a majority of the Board of Managers unless such other voting percentage is set forth in this Agreement. The Board of Managers may exercise on behalf of the Company, and may delegate to a third party, all of the powers set forth in Section 3.1 and Section 3.7; provided, that the management and the conduct of the activities of the Company remain the sole responsibility of the Board of Managers and all decisions relating to the selection and disposition of the Company’s assets are made exclusively by the Board of Managers.
Action by the Board of Managers. Notwithstanding any other provision of this Agreement, the Company may take all legal actions by means of a written instrument executed and delivered in the name of the Company by the Board of Managers, and such written instrument shall constitute conclusive evidence of the action taken by the Company and may be relied upon for all purposes.
Action by the Board of Managers. All actions of the Board will be taken by an affirmative vote or consent of a majority of the members of the Board (including a majority of the Controlling Board Members (as defined below) then in office). In addition, the actions set forth on Exhibit A hereto shall require both the affirmative vote or consent of a majority of the Controlling Board Members and the affirmative vote or consent of at least one Non-Controlling Board Member.
Action by the Board of Managers. A quorum of the Board will consist of at least a majority of the Board members, including (a) prior to the Second Closing (if any), two NII Managers and one Investor Manager and (b) after the Second Closing (if any) two Investor Managers and one NII Manager; provided, that if, pursuant to Section 3.2, Investor does not have a right to nominate any Investor Managers or NII does not have a right to nominate any NII Managers, a quorum will only consist of at least a majority of the Board members. If a quorum is not present within one hour of the time appointed for the meeting or if quorum ceases to be present during the course of the meeting, any Manager appointed by a Shareholder with an Applicable Ownership Percentage greater than 50% may call and give notice of the adjourned meeting. The quorum at such adjourned meeting shall be a majority of the Board, including one Manager appointed by the Shareholder referenced in the preceding sentence. For the avoidance of doubt, the adjourned meeting may be held by video conference, telephone and other electronic conferencing means. Except as otherwise provided in this Agreement, all actions of the Board will require (i) the approval of at least a majority of the votes cast at a meeting of the Board duly noticed and convened in accordance with applicable Law and otherwise in accordance with the terms of this Agreement (or at which any notice and convening formalities have been duly waived) and at which a quorum is present or (ii) the unanimous written consent of the Board.