Member Action Clause Samples

Member Action. Any action of the Members shall be authorized if the affirmative vote of the holders of a majority of the membership interests present at a meeting at which a quorum is present shall be obtained. Any action which may be taken by the Members under this Agreement shall be authorized if consents in writing setting forth the action so taken are signed by Members who hold a majority of the membership interests then outstanding. Any Member who does not participate in taking the action by written consent shall be given written notice thereof by the Secretary of the Company after such action has been taken. The presence in person or by proxy of the holders of a majority of the outstanding membership interests shall be necessary to constitute a quorum for action by the Members. Whenever the giving of any notice to Members is required by law or this Agreement, a waiver thereof, in writing and delivered to the Company signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a Member at a meeting or execution of a written consent to any action shall constitute a waiver of notice of such meeting or action.

Member Action. In the event that any matter is required to be submitted to the Members for their approval under the terms of this Agreement or the Delaware Act, the following provisions shall apply: (a) The Members may vote on any such matter at a meeting to be held at such time and place as shall be designated by the Board. Any meeting of the Members may be held by conference telephone or similar communication equipment so long as all Members participating in the meeting can hear one another. All Members participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting. Members shall be given at least three Business Days' prior notice of any meeting; provided that any Member may waive such notice prior to, at or after the meeting. The notice shall specify the place, date and hour of the meeting and the general nature of the business to be transacted. Every Member entitled to vote or act on any matter at a meeting of Members shall have the right to do so either in person or by proxy. (b) Each Member shall be entitled to one vote for each Unit owned by it. At any meeting of Members, the presence in person or by proxy of Members having the right to vote more than 50% of the Units entitled to vote at such meeting shall constitute a quorum for the transaction of business. Except as otherwise required by this Agreement or applicable Law, the affirmative vote of Members having the right to cast more than 50% of the votes present at a meeting of Members at which a quorum is present is required to approve any action requiring the Members' approval at such meeting. (c) Any action that may be taken at any meeting of Members may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by all Members. Any such written consent may be executed and given by telecopy or similar electronic means and such consents shall be filed with the minutes of the proceedings of the Members.

Member Action. The Corporation and the Members shall take all action required by the Operating Agreement to consummate the transactions called for in this Agreement, including by not limited to, complying with Sections 2.3 and 7.2 for the addition of new Members of the Corporation and to provide Wikisoft with all documents associated with becoming a new Member with a 51% Percentage Interest.

Member Action. When a quorum is present at any meeting, all matters properly submitted to V Members for approval shall be determined by the holders of a majority of the voting power of the V Members and such determination shall be deemed to constitute the act of all the V Members.

Member Action. 940 All Member actions and decisions shall be advisory in nature only and shall not be binding upon 941 the Board. Each Member shall have one (1) vote on each matter submitted to a vote by the 942 Members.

Member Action. Unless otherwise required in this Agreement or by applicable Law, the affirmative vote of the Members as set forth above in Sections 6.1 or 6.2 will be the act of the Members.

Member Action. 1093 All Member actions and decisions shall be advisory in nature only and shall not be binding upon 1094 the Board.

Member Action. In the event that any matter is required to be submitted to the Members for their approval under the terms of this Agreement or the Act, the following provisions shall apply:

Member Action. In the event that any matter is required to be submitted to the Members for their approval under the terms of this Agreement or the Act, the following provisions shall apply: (a) Meetings of the Members may be called by the Managing Member. The Members entitled to vote may vote on any such matter at a meeting to be held at such time and place as shall be designated by the Managing Member. Any meeting of the Members may be held by conference telephone or similar communication equipment so long as all Members entitled to vote participating in the meeting can hear one another. Members entitled to vote on the matter shall be given at least three (3) business days' prior written notice of any meeting; provided that any Member may waive such notice prior to, at or after the meeting. The notice shall specify the place, date and hour of the meeting and the general nature of the business to be transacted. (b) Each Class A Member shall be entitled to vote in accordance with its Class A Sharing Ratio of the Company. At any meeting of Members, the presence of Class A Members holding at least a majority of the Class A Sharing Ratios and the Class B Member when entitled to vote at such meeting, shall constitute a quorum for the transaction of business. Except as otherwise required by this Agreement or applicable Law, the affirmative vote of Class A Members representing more than fifty percent (50%) of the Class A Sharing Ratios is required to constitute approval of the Class A Members. (c) Any action that may be taken at any meeting of Members may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by all Members entitled to vote on the matter. Any such written consent may be executed and given by telecopy or similar electronic means and such consents shall be filed with the minutes of the proceedings of the Members. (d) From time to time each Class A Member shall, by notice to each other Member, designate one or more individuals who shall be authorized to act under this Agreement for and on behalf of any such Class A Member. Any written act, approval, consent or vote of any such representative shall be deemed the act, approval, consent or vote of the Class A Member that designated such representative. Each Class A Member may change any one or more of its representatives at any time and from time to time by written notice to each other Member. (e) Each Class A Member agrees to indemnify, hold harmless a...