Adoption of Resolutions Sample Clauses

Adoption of Resolutions. 1. Each item on the agenda will be voted on separately, with the vote being public, not by secret ballot. In addition, the matters included in a single point of the agenda that are substantially independent of each other also will be submitted to separate voting. However, even when included under the same item of the agenda, the following items shall be voted on separately (i) appointment, ratification, re-election or removal of directors, and (ii) regarding the amendment of the Articles of Association of the Company, that of each article or group of articles that are independent from one another. 2. Once the Chairman considers a matter to be sufficiently debated, he will submit it to vote. In addition, the chairman of the Meeting will be responsible for organising the manner of conducting voting. For that purpose the chairman may be assisted by two or more scrutineers, freely appointed by the chairman, if applicable in accordance with the implementing rules set forth in the General Meeting Regulations. 3. Resolutions of the Meeting will be adopted by simple majority of capital of the votes of the shareholders present or by proxy in the General Meeting, being understood to be adopted when more votes are obtained in favour than against of the share capital present or by proxy. 4. Nevertheless, the agreements referred to in article 19.2 shall be adopted by absolute majority if the share capital present or by proxy is over fifty percent. However, favourable vote of two-thirds majority of the present or by proxy share capital at the General Meeting shall be required when, at second call, twenty-five percent but less than fifty percent of the subscribed share capital with voting rights is in attendance. The foregoing does not apply to cases in which the applicable regulation or these Articles of Association specify a higher majority. 5. Once a matter has been submitted to vote, the Chairman will declare the result, if applicable stating that the resolution has been validly adopted. 6. The minimum information to be determined for each item submitted to a vote in the General Meeting shall include the number of shares for which valid votes were cast, the proportion of the share capital represented thereby, the total number of valid votes, the number of votes in favour and against each proposal and, as appropriate, the number of abstentions and/or blank votes. The resolutions adopted and the result of the votes shall be published in full on the Company’s website wi...

Adoption of Resolutions. The Corporation is a corporation formed under the laws of Delaware; the undersigned is the duly elected and qualified Secretary or Assistant Secretary of the Corporation and the following is a true copy of resolutions (the "Resolutions") adopted by the Board of Directors of the Corporation pursuant to a notice and its articles or certificate of incorporation and its regulations or by-laws, and at which a quorum was present, or adopted without a meeting by the written approval of all of the directors of the Corporation, which adoption occurred on a date which is on or before the date of this certificate. The Resolutions now stand of record on the books of the Corporation, are in full force and effect and have not been modified or revoked in any manner whatsoever.

Adoption of Resolutions. A quorum at any Board meeting shall consist of at least a majority of the directors then in office. Unless otherwise required by applicable laws or the Articles of Incorporation , any actions and resolutions taken at a Board meeting shall be adopted by the affirmative vote of at least a majority of the directors then in office. Notwithstanding the foregoing, the following matters shall be for the exclusive authority of the Board, other than those that require ratification by the general shareholders meeting under the applicable law, and shall be decided upon the vote of at least three directors: (a) Making any basic change in the general nature or scope of business of the Company; (b) Issuing any security of the Company, whether shares or securities convertible into shares, other equity securities or debt securities; (c) Merging or consolidating the Company with another party, or selling, leasing, pledging, mortgaging, encumbering or otherwise disposing of all or substantially all of the assets of the Company, whether in one transaction or a series of transactions; (d) Establishing a business relationship with any direct competitor or shareholder; (e) Investing in any other party; (f) Entering into any agreement or transaction with or for the benefit of any director or shareholder of the Company or an affiliate (or any direct lineal descendent or ancestor, sibling, spouse, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister- in-law) of such director or shareholder; (g) Amending the business plan of the Company; (h) Appointment, employment and compensation decisions and scope of responsibility for officers of the Company, including salary and wages, cash advances and relocation expenses; (i) Capital expenditures for single items of 100,000,000 Won or more; (j) Entering into contracts that have a term in excess of one year or that require aggregate payments of 100,000,000 Won or more; (k) Disposition or transfer to a third party of at least 20% of the Company's assets; (l) Authorizing loans by the Company, except for payment terms for trade credits in the ordinary course of business; (m) Assuming or incurring any debt, loan, guaranty or liability with an aggregate value of 500,000,000 Won or more; (n) Change in the outside accountant to the Company; (o) Creating any lien on the Company's property, except liens incurred in the ordinary course of business; (

Adoption of Resolutions. The Purchasers hereby approve and adopt the following resolutions by written consent, which action shall have the same force and effect as if taken by an affirmative vote at a meeting of the holders of the Preferred Stock of the Company, duly called and held pursuant to applicable provisions of the Delaware General Corporation Law:

Adoption of Resolutions. 1. The board cannot adopt resolutions if not at least one of the board members designated by employers' organisations and one of the board members designated by employees' organisations are present. 2. Each member from the employers' side has as many votes as those from the employees' side present and vice versa. 3. Resolutions shall be adopted via a simple majority of votes. 4. In the event of a tied vote, the motion shall be voted on again at the next meeting. If votes are then tied again, the motion shall be deemed to be rejected. 5. Voting on matters is done verbally, voting on persons is done in writing. If there is any doubt as to the nature of the subject matter, the chairman shall decide. 6. The board may also adopt legally binding resolutions other than in a meeting. This shall be done in writing and via unanimous vote. The provisions of Paragraphs 4 and 5 shall apply accordingly. A resolution adopted other than in a meeting is equivalent to a resolution adopted in a board meeting and shall be confirmed in the next board meeting for reporting purposes.

Adoption of Resolutions. At every meeting, a resolution put to the vote of the meeting shall be decided upon by a show of hands, unless before or upon the declaration of the result of the show of hands a secret ballot in writing be demanded by the chairman (if he is entitled to vote) or by any member present, in person or by proxy, and entitled to vote at the meeting. Except if a secret vote is demanded as aforesaid, the declaration of the chairman that the resolution has been adopted or adopted unanimously or by a particular majority, or rejected, or not adopted by a particular majority, shall be final, and an entry to that effect in the minute book of the Company, shall be conclusive evidence of the fact without the necessity of proving the number or proportion of the votes recorded in favor or against such a resolution. Except where otherwise stated in these Articles, a resolution shall be deemed to be passed at a general meeting if it received the majority required to pass an Ordinary Resolution.

Adoption of Resolutions. The Corporation is a corporation formed under the laws of California; the undersigned is the duly elected and qualified Secretary or Assistant Secretary of the Corporation and the following is a true copy of resolutions adopted by the Board of Directors of the Corporation pursuant to a notice and its articles or certificate of incorporation and its regulations or by-laws, and at which a quorum was present, or adopted without a meeting by the written approval of all of the directors of the Corporation, which adoption occurred on February 6, 1997.

Adoption of Resolutions. Resolutions will be adopted by absolute majority of the votes cast by the directors present in person or by proxy, except as provided below. Resolutions arising from the Parent’s role and responsibility for the unified management of the Group as a whole will require a majority of 70% of the directors, including by way of illustration and not limitation the following types of resolution: 1. Definition and approval of the Strategic Plan. 2. Approval of the annual budget. 3. Policies, procedures and controls relating to risk management, treasury management, internal control and internal audit. 4. The entity’s commercial policy. 5. Human resources policy 6. Financial support for solvency and liquidity. 7. The adoption of any resolution that entails the delegation of special powers in the circumstances provided for in the Grupo Cooperativo Cajamar Regulatory Agreement, as well as any other resolutions adopted under such delegation of powers. In this regard, if the result of the voting is not a whole number, the number will be rounded down when the decimal digit is less than 5 and rounded up when the decimal digit is 5 or more.

Adoption of Resolutions. Resolutions of the Executive Committee will be adopted by majority of the votes cast by members present in person or by proxy at the meeting. In the event of a tie, the Chair of the Executive Committee will have a casting vote.