Action of Trustees Sample Clauses

The 'Action of Trustees' clause defines how decisions are made and actions are taken by the trustees of a trust or similar entity. Typically, this clause outlines the procedures for calling meetings, the required quorum, and the voting process necessary for trustees to approve actions or resolutions. For example, it may specify that a majority vote is needed for decisions or that certain actions require unanimous consent. The core function of this clause is to ensure orderly and transparent governance by establishing clear rules for trustee decision-making, thereby reducing the risk of disputes and confusion among trustees.
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Action of Trustees. All action to be taken on any question arising between the Trustees, except as may otherwise be expressly provided in this Trust, shall from time to time be determined by unanimous vote or agreement of the Trustees then in office, if there are two trustees or less, and by a majority vote of the trustees if there are three or more, either at a meeting of the Trustees or, with or without a meeting, by a writing signed by all of the Trustees; provided, however, notwithstanding anything to the contrary herein contained, at any time that there is only one Trustee serving hereunder, such Trustee shall not take any actions with respect to the corpus of this Trust, except such actions as may be absolutely necessary to preserve the corpus of this Trust or such actions as may be specifically required by the terms of this Trust (as, for example, a sale pursuant to Section B of Article III of this Trust of the Shares pursuant to the terms of the Option Agreement). The Trustees may provide for the authentication or evidence of any action taken by them.
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Action of Trustees. Except as otherwise provided in this Paragraph 10, the Trustees shall act, and may only act, by a vote of a majority of their number at any given time, with consideration of the provisions of Paragraph 9, above. Subject to the foregoing sentence, any instrument required to be executed by this Foundation shall be valid if executed in the name of the Foundation by a majority of the Trustees. All actions of the Trustees shall be taken either by resolution at a meeting or by written record without a meeting, executed by a majority of the Trustees. The Trustees shall appoint among themselves a Chair. The Chair shall be responsible for presiding at all meetings of the Trustees. The Trustees shall meet at least quarterly, and at any other time selected by the Chair upon the giving of reasonable notice to all Trustees. Notice of meetings may be given in person, by mail, by facsimile, or electronically. The Trustees shall appoint from among themselves a secretary, who shall keep a record of all actions of the Trustees. A copy of any resolution or action taken by the Trustees, certified by any one of the Trustees, may be relied upon by any person dealing with the Foundation. The Chair and Secretary shall serve until the earliest to occur of the following events: (i) death; (ii) incapacity; (iii) resignation; or (iv) removal. No person shall be required to see to the application of any money, securities, or other property paid or delivered to the Trustees, or to inquire into any action, decision, or authority of the Trustees.
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Action of Trustees. The voting rights granted to the Trustees pursuant to Section 4.1, above, and any other rights or powers given to the Trustees under this Agreement shall, unless otherwise provided herein, be deemed to be validly exercised if exercised by, or with the consent or approval of, any such Trustees constituting a majority of the Trustees even though the other Trustees may dissent or abstain from the exercise of such right or power. Without limiting the right of the Trustees to act by verbal agreement or consent, a writing executed by any such Trustees constituting a majority of the Trustees shall be conclusively deemed to be the act of the Trustees and any third person dealing with the Voting Trust shall have the right to rely upon such writing unless such person shall have actual notice that the action referred to therein has been subsequently rescinded or revoked. If, at any time, by reason of a vacancy or otherwise, there should be fewer Trustees than the number of directors then constituting the Corporate Governance Committee, other than Eligible Family Members, any voting rights or other rights or powers given to the Trustees hereunder shall be exercised only with the unanimous agreement of all Trustees and accordingly, in the event of disagreement among the Trustees, the Subject Shares shall not be voted in any manner nor shall any other action be taken with respect to the matter as to which such disagreement exists.
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Action of Trustees. ‌ a. The Trustees, acting in accordance with the terms as provided in the Trust Agreement and subject to the terms of applicable law, shall have the sole and exclusive fiduciary discretion and authority to be the judges of the standard of proof required in any case and the application and interpretation of this Plan. The decisions of the Trustees shall be final and binding on all parties. Notwithstanding anything contained in this Plan to the contrary, pursuant to the fiduciary discretion of the Board as described in Section 11.3, no benefits shall be paid to a Participant or Beneficiary unless the Board of Trustees decides that the applicant is entitled to such benefits. b. All questions or controversies and ambiguities of whatsoever character arising in any matter or between any parties or persons in connection with this Plan or its operation whether as to any claim for benefits, as to the construction of the language this Plan or any rules and regulations adopted by the Trustees, or as to any writing, decision, instrument or account in connection with the operation Plan or otherwise, shall be submitted to the Board of Trustees for decision. In the event a claim for benefits has been denied, no lawsuit or other action against the Fund or its Trustees may be filed until the matter has been submitted for review under Article VI.
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Action of Trustees. The Trustees shall act by a vote of a majority of their number at any given time. Any instrument required to be executed by this trust shall be valid if executed in the name of this trust by such a majority of the Trustees. All actions of the Trustees shall be taken either by resolution at a meeting or by written record without a meeting. The Trustees shall appoint from among themselves a secretary, who shall cause a record to be kept of all actions of the Trustees. A copy of any resolution or action taken by the Trustees, certified by anyone of the Trustees, may be relied upon by any person dealing with this trust. The Trustees shall see to the application of all money, securities, or other property paid or delivered to the Trustees. The Trustees shall respond to any requests from the Donor regarding any action, decisions, or authority of the Trustees.
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Action of Trustees. (A) The Trustees shall be the sole judges of the standard of proof required in any case. In the application and interpretation of any of the provisions of this Plan, the decisions of the Trustees shall be final and binding on all parties including Employees, Employers, the Union, the Participants and the Beneficiaries. (B) The Plan shall be administered solely by the Trustees, and the decisions of the Trustees in all matters pertaining to the administration of the Plan shall be final. The Trustees shall have full discretionary authority to determine eligibility for benefits or to construe the terms of the Plan. The Trustees shall make such rules and prescribe such procedures for the administration of the Plan as they shall deem necessary and reasonable.
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Action of Trustees. Except as otherwise provided in this Paragraph 10, the Trustees shall act, and may only act, by a vote of a majority of their number at any given time, with consideration of the provisions of Paragraph 9, above, which majority, however, must include the Donor Trustee (“a Majority”) other than actions taken with respect to the enforcement of that certain pledge agreement entered into between the Foundation and Donor on the Effective Date. Notwithstanding the previous sentence, and subject to purposes and uses set forth in Paragraph 2, the Donor Trustee, acting alone, has full authority to take any and all actions necessary for the Foundation to obtain, maintain or restore its tax exempt status. Subject to the foregoing sentence, any instrument required to be executed by this Foundation shall be valid if executed in the name of the Foundation by a Majority of the Trustees. All actions of the Trustees shall be taken either by resolution at a meeting or by written record without a meeting, executed by a Majority of the Trustees. The Trustees shall appoint from among themselves a secretary, who shall keep a record of all actions of the Trustees. A copy of any resolution or action taken by the Trustees, certified by any one of the Trustees, may be relied upon by any person dealing with the Foundation. No person shall be required to see to the application of any money, securities, or other property paid or delivered to the Trustees, or to inquire into any action, decision, or authority of the Trustees.
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Related to Action of Trustees

  • Election of Trustees The members of The Northwestern Mutual Life Insurance Company are its policyholders of insurance policies and deferred annuity contracts. The members exercise control through a Board of Trustees. Elections to the Board are held each year at the annual meeting of members. Members are entitled to vote in person or by proxy.

  • Compensation of Trustees Any Trustee, whether or not he is a salaried officer or employee of the Trust, may be compensated for his services as Trustee or as a member of a committee of Trustees, or as chairman of a committee by fixed periodic payments or by fees for attendance at meetings, by both or otherwise, and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as the Board of Trustees may from time to time determine. Nothing herein shall in any way prevent the employment of any Trustee to provide advisory, management, legal, accounting, investment banking or other services to the Trust and to be specially compensated for such services by the Trust.

  • Powers and Duties of Trustees Section 3.1 General 6 Section 3.2 Investments 6 Section 3.3 Legal Title 6 Section 3.4 Issuance and Repurchase of Shares 7 Section 3.5 Borrow Money or Utilize Leverage 7 Section 3.6 Delegation; Committees 7 Section 3.7 Collection and Payment 7 Section 3.8 Expenses 7 Section 3.9 By-Laws 7 Section 3.10 Miscellaneous Powers 7 Section 3.11 Further Powers 8

  • Selection and Nomination of Trustees While this Plan is in effect, the selection and nomination of persons to be Trustees of the Fund who are not "interested persons" of the Fund ("Disinterested Trustees") shall be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or nomination as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Trustees.

  • Duties of Trustees (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. (b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to it which are specifically required to be furnished to it pursuant to any provision of this Agreement, shall examine them to determine whether they are in the form required by this Agreement; provided, however, that the Trustee shall not be responsible for the accuracy or content of any such certificate, statement, opinion, report, or other order or instrument furnished by the Company or Servicer to the Trustee pursuant to this Agreement. (c) No provision of this Agreement shall be construed to relieve the Trustee or the Delaware Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) Prior to the occurrence of an Event of Default and after the curing of all such Events of Default which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, (ii) Neither the Trustee nor the Delaware Trustee shall be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the Delaware Trustee, and, in the absence of bad faith on the part of the Trustee or the Delaware Trustee, such trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to such trustee and conforming to the requirements of this Agreement; and (iii) Neither the Trustee nor the Delaware Trustee shall be personally liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Certificateholders holding Certificates which evidence Percentage Interests aggregating not less than 25% relating to the time, method and place of conducting any proceeding for any remedy available to such trustee, or relating to the exercise of any trust or power conferred upon such trustee under this Agreement. (d) Within ten Business Days after the occurrence of any Event of Default known to the Trustee, the Trustee shall transmit by mail to the Rating Agencies notice of each Event of Default. Within 90 days after the occurrence of any Event of Default known to the Trustee, the Trustee shall transmit by mail to all Certificateholders (with a copy to the Rating Agencies) notice of each Event of Default, unless such Event of Default shall have been cured or waived; provided, however, the Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in the best interests of the Certificateholders; and provided, further, that in the case of any Event of Default of the character specified in Section 7.01(a)(i) or Section 7.01(a)(ii), no such notice to Certificateholders or to the Rating Agencies shall be given until at least 30 days after the occurrence thereof.