Resolutions of the Board Clause Examples for Any Agreement
The 'Resolutions of the Board' clause defines the formal process by which a company's board of directors makes and records decisions. Typically, this clause outlines the requirements for passing resolutions, such as the necessary quorum, voting thresholds, and the method of documenting decisions—whether at in-person meetings or by written consent. By establishing clear procedures for board actions, this clause ensures that decisions are made transparently and in accordance with corporate governance standards, thereby reducing the risk of disputes and ensuring organizational clarity.
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Resolutions of the Board. 10.01 Members of the bargaining unit are able to attend Board of Directors meetings. A copy of the agenda and minutes shall be provided to those attending. After Board approval of the minutes, the minutes shall be available to all staff in the Board Binder.
Resolutions of the Board of Directors shall be passed, irrespective of whether this occurs at a meeting or otherwise, by Simple Majority unless the Board Rules provide differently.
Resolutions of the Board. (a) Except with respect to Board Reserved Matters, the Board will adopt resolutions with respect to matters within its purview by a simple majority of the Directors attending a duly convened and quorate meeting, or otherwise pursuant to clause 8.5.
(b) The Company shall not, and the Company shall procure that no other JV Group Company shall, take any binding action with respect to any Board Reserved Matter without the prior approval of at least two (2) Directors nominated by the RAK Shareholders and at least one
(1) Director nominated by Xxxx XXX.
(c) The Chairperson shall have a casting vote in the event of a tie.
Resolutions of the Board. The Investors at the Closing shall have received copies of resolutions of the Board, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of this Agreement.
Resolutions of the Board. Unless otherwise provided by applicable Law, this Agreement or the Organizational Documents, all actions taken and resolutions adopted by the Board shall be (i) taken or adopted at a meeting of the Board by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present or (ii) taken or adopted by an action by unanimous written consent signed by all of the Directors. Without limiting the foregoing, with respect to any meeting of the Board, any Director may take part in the adoption of a resolution by means of a communication system of transmitting and receiving sounds simultaneously (“Teleconferencing”) or a communication system transmitting and receiving visual images and sounds simultaneously (“Video Conferencing”), without the personal attendance of all or part of them at the meeting. Any Director may appear at a meeting of the Board by means of Teleconferencing or Video Conferencing. A Director appearing by Teleconferencing or Video Conferencing shall be deemed to have attended the meeting at which the Director has so appeared.
Resolutions of the Board. Each manager of the Board of Managers shall have one (1) vote on any matter presented to the Board for decision. Resolutions of the Board of Managers shall be adopted by Simple Majority other than the resolutions which require the affirmative vote of (75%) of the attending Managers. A resolution of the Board of Managers may be issued by circulation if necessary and in such cases all Managers of the Board of Managers will confirm their acceptance in writting. All resolutions by circulation shall be presented to the Board in the following Meeting and shall be attested in the minutes of that Meeting.
Resolutions of the Board. (a) The Board of Directors shall exercise the following powers and functions:
(i) To convene meeting of the Shareholders’ Meeting and report to the Shareholders Meeting;
(ii) To execute the resolutions of the Shareholders’ Meeting;
(iii) To decide on the Company’s business plan and investment scheme;
(iv) To formulate the profit distribution plan and the plan for making up losses of the Company;
(v) To formulate plans for the increase or reduction of the registered capital of the Company and the issuance of corporate bonds;
(vi) To formulate plans for the merger, demerger, dissolution or change of corporate form of the Company;
(vii) To decide on the establishment of internal management organizations of the Company;
(viii) To decide on the appointment or dismissal of the General Manager of the Company and the remuneration of the General Manager, and to decide on the appointment or dismissal of the deputy manager and the Chief Financial Officer of the Company and their remuneration according to the nomination of the General Manager;
(ix) To formulate the basic management system of the Company;
(x) Other functions as specified in the Articles or conferred by the Shareholders' Meeting.
(b) Resolutions of the Board of Directors on the matters set forth in Clause 10.2(a) and other matters (which should be decided by the Board) shall be approved by a majority of the Directors then in office.
(c) Notwithstanding any other provisions of this Contract, a written resolution may be adopted by the Board in lieu of a meeting of the Board provided that such a resolution is sent to all the Directors of the Board and is signed by all the Directors.
Resolutions of the Board. Except as otherwise provided under Section 3.6, or as required by applicable Law, resolutions of the Board shall be validly passed if assented to by a majority of directors present or represented at a validly convened Board meeting.
Resolutions of the Board. The Board can only validly adopt resolutions in a meeting at which at least the majority of its members are present or represented. A member of the Board may authorise another member of the Board to represent him/her at the Board meeting and vote on his/her behalf.
Resolutions of the Board. As used in this Section 4.2, “routine matters that may come before the Corporation” shall include, but not be limited to, (w) the opening of checking, money market, securities brokerage, commodities trading, and other similar accounts; (x) qualifying the Corporation to transact business in another jurisdiction and the appointment of agents for service of process; (y) investing or hedging the Corporation’s assets and the execution and delivery of related contracts; and (z) any matters or transactions that relate to matters or transactions previously approved by the Board of