Board - General Sample Clauses

Board - General. (i) Board agenda and papers; (ii) conduct of meetings; (iii) committee structure and performance; (iv) effectiveness of Board working together; (v) relationships with senior executives; (vi) relationships with shareholders; and (vii) AGM.
View SourceView Similar (6)
Board - General. The Administrator, acting on behalf of the Fund, shall take the actions necessary to ensure that the provisions below are complied with by the Board: The Board may adopt such procedures as it may deem appropriate to make decisions regarding use or investment of the Subsidiaries’ capital, authorization of capital calls, budget of the Subsidiaries, the election of board seats of all portfolio companies in which the Subsidiaries invests, financings, dispositions of the Subsidiaries’ assets and other Subsidiaries business. The Board will meet at least quarterly, at mutually convenient times, to discuss such matters pertaining to the Subsidiaries as the Board may request. Unless otherwise required by law or specified elsewhere in this Agreement, all actions taken by the Board shall be taken by majority vote at a meeting of the Board or by written consent of a majority of the Directors at that time. Persons other than the Chief Executive Officer and Directors may attend meetings of the Board from time to time in the discretion of the Board on such terms as the Board may require. Notice of any meeting of the Board shall be given to each Director by the Secretary, the Officer or one of the Directors calling the meeting. Notice shall be duly given to each Director (i) by giving notice to such Director in person or by telephone at least two (2) days in advance of the meeting, (ii) by sending an e-mail, or a telegram, or delivering written notice by hand, to his last known business or home address at least two (2) days in advance of the meeting, or (iii) by mailing written notice to this last known business or home address at least five (5) days in advance of the meeting. A notice or waiver of notice of a meeting of the Board need not specify the purposes of the meeting. Any Director attending a meeting shall be deemed to have waived notice of such meeting. Directors or any members of any committee designated by the Board may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
View Source
Board - General. The board of directors of the Company (the “Board”) will be responsible to oversee and direct the business and affairs of the Company. Composition: The Board will initially be comprised of five directors, four nominated by the Purchaser and one nominated by the Vendor. The Vendor’s right to nominate a director to the board of directors of the Company shall be subject to the Vendor owning a minimum of 10% of the issued and outstanding shares of the Company. Voting. Except as otherwise provided below, all actions by the Board will be by majority vote.
View Source
Board - General. The Directors may adopt such procedures as they may deem appropriate to make decisions regarding investment of the LLC’s capital, budget of the LLC, the election of board seats of all portfolio companies in which the LLC invests, financings, dispositions of the LLC’s assets and other LLC business. The Managers will meet with the Board at the Board’s request, at mutually convenient times, to discuss such matters pertaining to the LLC as the Board may request. Any Director or Manager may participate in a meeting of the Board by telephone. All actions taken by the Board shall be taken by majority vote at a meeting of the Board or by written consent of all Directors at that time. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if one or more written consents to such action shall be signed by all of the Directors. Persons other than the Managers and Directors may attend meetings of the Board from time to time in the discretion of the Board on such terms as the Board may require.
View Source

Related to Board - General

  • Labour Management Relations Committee In recognition of the mutual benefits of open communications and on-going consultation between the faculty and the employer, the Labour/Management Relations Committee will meet on a regular basis and have equal representation for the Union and the Employer. The LMRC will serve as an open forum for the free and candid discussion of matters of mutual concern to faculty members and management.

  • Advisory Board (a) The Managing Member may establish an Advisory Board comprised of members of the Managing Member’s expert network and external advisors. The Advisory Board will be available to provide guidance to the Managing Member on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with by the Managing Member in connection with the acquisition and disposal of a Series Asset, (ii) conduct an annual review of the Company’s acquisition policy, (iii) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with the Managing Member, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (iv) approve any material transaction between the Company or a Series and the Managing Member or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (v) provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs specific to each individual Series Asset, and review fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vi) approve any service providers appointed by the Managing Member in respect of the Series Assets. (b) If the Advisory Board determines that any member of the Advisory Board’s interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managing Member in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise. (c) The members of the Advisory Board shall not be entitled to compensation by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board), provided, however, the Company or any applicable Series shall reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon the Managing Member’s instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates. (d) The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.

  • EMPLOYEE-MANAGEMENT ADVISORY COMMITTEE 10.01 The Parties to this Collective Agreement agree to establish Employee-Management Advisory Committee(s) (EMAC) within the sites. Each Committee will consist of a maximum of six (6) persons with equal representation from the Parties. 10.02 In a site that has an established mechanism(s) that performs the functions of the EMAC as described in Clause 10.08 and where the mechanism(s) provides for the representation from this bargaining unit then the Employer and the Union Representative may mutually agree to waive Clause 10.01. 10.03 The representatives of the Employer on EMAC shall be those persons or alternates employed and designated by the Employer from time-to-time. 10.04 The representatives of the Union on EMAC shall be those Employees or Employee alternates designated by the Local from time-to-time. 10.05 The Parties mutually agree that the representatives of the Employer and the Union on EMAC should be the persons in authority whose membership should be as constant as reasonably possible with a minimum of alteration or substitution. 10.06 The Chair on EMAC shall be the senior representative of the Employer, and the Vice-Chair shall be the senior representative of the Union. 10.07 EMAC shall meet at a mutually acceptable hour and date. Either the Chair or the Vice-Chair may mutually call a special meeting to deal with urgent matters. 10.08 It is the function of EMAC to consider matters of mutual concern affecting the relationship of the Employer to its Employees and to advise and make recommendations to the Employer and the Union with a view to resolving difficulties and promoting harmonious relations between the Employer and its Employees. Zone matters of mutual concern may be referred to the Joint Task Force. 10.09 Either the Employer or the Union may have experts or advisors present at meetings of EMAC to make submissions to or to assist EMAC in the consideration of any specific problem. Each Party shall give the other reasonable advance notice of the anticipated presence of such experts or advisors. 10.10 Where an EMAC has not been established within a site, the Union may request a meeting with the designated Human Resources Department to discuss the formation of EMAC(s). 10.11 Within thirty (30) days of the request, the Parties will meet to discuss membership and subsequent development of Terms of Reference in accordance with Article 10: Employee Management Advisory Committee. (a) Every effort will be made by the Parties to schedule this Committee meeting during an appointed Employee’s regular working hours; and (b) In continuous operations, when (i) an Employee is not scheduled to work; and (ii) it is not possible to schedule the meetings during a time when the Employee is scheduled to work; and (iii) no alternate attendee is available or appropriate to attend, an Employee who attends a EMAC meeting shall be paid at the basic hourly rate of pay. 10.13 Time spent in meetings of this Committee (inclusive of travel time) during an Employee’s scheduled working hours shall be considered time worked and the Basic Rate of Pay will be paid to such Employees. 10.14 Where applicable, an Employee shall be entitled to claim travel time expenses in accordance with Article 38: Transportation and Subsistence.

  • Labour Management Committee (a) Where the parties mutually agree that there are matters of mutual concern and interest that would be beneficial if discussed at a Labour Management Committee Meeting during the term of this Agreement, the following shall apply. (b) An equal number of representatives of each party as mutually agreed shall meet at a time and place mutually satisfactory. A request for a meeting hereunder will be made in writing prior to the date proposed and accompanied by an agenda of matters proposed to be discussed, which shall not include matters that are properly the subject of grievance or negotiations for the amendment or renewal of this agreement. Any representative(s) attending such meetings during their regularly scheduled hours of work shall not lose regular earnings as a result of such attendance. (c) It is agreed that the topic of a rehabilitation program for drug and alcohol abuse is an appropriate topic for the Labour-Management Committee. It is also agreed that the topic of the utilization of full-time and part-time staff is an appropriate topic for the Labour-Management Committee. The committee shall have access to work schedules and job postings upon request. (d) It is understood that joint meetings with other Labour-Management Committees in the Hospital may be scheduled concerning issues of mutual interest if satisfactory to all concerned. (e) Where two or more agreements exist between a Hospital and CUPE the Committee may be a joint one representing employees under both agreements, unless otherwise agreed.

  • Special Committee The term “Special Committee” shall have the meaning as provided in Section 13(a).