Board Operations Sample Clauses
Board Operations. All meetings and business of the Charter School Board will comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 and the Minnesota Open Meeting Law, Minnesota Statutes Chapter 13D.
Board Operations. The Corporation agrees and undertakes that, so long as the Investor meets the Minimum Qualification Threshold:
(a) all notices of Board meetings shall be delivered by hand or transmitted by facsimile or e-mail at least five (5) Business Days prior to the date of the Board meeting. However, emergency Board meetings may be called by the Chairman of the Board in the case of a situation involving matters upon which prompt action is deemed necessary by giving notice at least two (2) Business Days prior to the date of such Board meeting (unless less notice is required in the circumstances). All notices of Board meetings shall specify the time, date and place of the Board meeting and contain a brief but complete summary of all business on the agenda of the Board meeting;
(b) each director who is not an officer or employee of the Corporation shall be reimbursed by the Corporation for the reasonable travel and other expenses incurred by him to attend Board meetings;
(c) the Investor Nominee shall be entitled to the same board compensation as other non-management board members; and
(d) any director may participate in a Board meeting by means of a telephonic, electronic or other communication facility. A director participating by such means is deemed to be present at the Board meeting.
Board Operations. The Company agrees and undertakes that, so long as the Investor both owns in the aggregate 10% or more of the issued and outstanding Common Shares on a partially diluted basis, assuming the exercise, in full, of the Warrants, and has a Board Designee appointed to the Board:
(a) all notices of Board meetings shall be delivered by hand or transmitted by mail, fax or e-mail, in a manner consistent with the Company’s articles, policies and good corporate governance practices, and all such notices shall specify the time, date and place of the Board meeting and contain a brief but complete summary of all business on the agenda of the Board meeting; and
(b) any director may participate in a Board meeting by means of a telephonic, electronic or other communication facility. A director participating by such means is deemed to be present at the Board meeting if so provided in the Company’s articles.
Board Operations. (a) All notices of Board meetings shall be delivered by hand or transmitted by facsimile or e- mail at least five (5) Business Days prior to the date of the Board meeting. However, emergency Board meetings may be called by the Chair of the Board in the case of a situation involving matters upon which prompt action is deemed necessary by giving notice at least two (2) Business Days prior to the date of such Board meeting (unless less notice is required in the circumstances). All notices of Board meetings shall specify the time, date and place of the Board meeting and contain a brief but complete summary of all business on the agenda of the Board meeting.
(b) Each Director (i) shall be entitled to indemnification protection and liability insurance coverage on the same terms as all other members of the Board, and (ii) who is not otherwise an employee of the Company or one of its Subsidiaries, shall be entitled to compensation for services rendered to the Board (including any committee of the Board) at levels, and otherwise on terms, comparable to other members of the Board who are not employees of Company or any of its Subsidiaries.
(c) Any Director may participate in a Board meeting by means of a telephonic, electronic or other communication facility. A director participating by such means is deemed to be present at the Board meeting or of any committee by a communications medium other than telephone if all directors participating in the medium, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation.
Board Operations. (a) Effective January 2, 2017 all Company directors except ▇▇▇ ▇▇▇▇▇▇▇ will resign their positions as Board members of the Company. Mr. Aliksanyan will secure such resignations and in the event that they are not secured, the Executive shall have the right to terminate this Agreement.
(b) Effective January 2, 2017 the Executive and Mr. Grbelja agree to cast their Board votes in the following manner:
(i) Subject to his fiduciary duties, Mr. Grbelja will recuse himself on any vote of the Board that does not concern the real estate operations of the Company.
(ii) Subject to his fiduciary duties, the Executive agrees to recuse himself on any vote of the Board that concerns the real estate operations of the Company.
(iii) No further Board members will be invited or accepted until the completion of the below mentioned Spin Off. If the Spin Off has not been completed by March 31, 2017, the Executive shall be entitled to appoint additional directors.
Board Operations. Any action taken by the Board of Directors shall require the affirmative approval of a majority of the directors at a meeting at which there exists a quorum. Notwithstanding anything to the contrary, any action taken by the Board of Directors on any matter shall require (x) at least fifty percent (50%) of the directors present and voting in favor of such action to be Grodan Directors and (y) for so long as ADI holds 51% of the Aggregate Voting Power, at least fifty percent (50%) of the directors present and voting in favor of such action to be ADI Directors. In addition to the foregoing, the following matters must be approved by the ADI Directors who are present at the meeting:
(i) In the event that ADI shall hold at least 40% and less than 50.1% of the Aggregate Voting Power; provided that the ADI Directors approval shall not be required for the matters contained in subsections 2(b)(i)(6) and 2 (b)(i)(9)after the fifth anniversary of the date of this Agreement:
(1) merger, or consolidation of the Company with an Affiliate of Grodan or a spin-off of any business of the Company;
(2) any merger or consolidation of the Company in which Grodan is to receive for its Common Stock per share consideration different from the per share consideration to be received by ADI;
(3) any merger or consolidation of the Company with another entity in which immediately after consummation of the transaction the surviving entity would have a net worth less than the net worth of the Company immediately prior to the contemplated transaction. For purposes of calculating net worth, net worth shall be deemed to include both tangible and intangible assets;
(4) making any material and significant change to the scope of the Company's business. The "Company's Business" shall be defined as sales, marketing and distribution of products and services in the horticultural industry;
(5) dissolution or liquidation of the Company;
(6) approval of any annual business plan (the "Annual Business Plan") and annual capital budget (the "Annual Budget") of the Company solely as the Annual Business Plan and Annual Budget directly relates to (x) the business between the Company and Grodan and (y) the gross profit of the Company. Notwithstanding anything to the contrary, this subsection shall not apply to the management of the Substrates Division under Section 1(b) of this agreement;
(7) conversion, reclassification or repurchase of Common Stock;
(8) incurrence of debt obligations for borrowed money, othe...
Board Operations. Both current boards use Policy Governance, and have policy registers that guide the work of the GM and of the Board. The current administrative team has been working under and monitoring policies from both boards since April 2020; the policy registers are very similar with no major conflicts between them. Upon merger, it will be the work of the board to audit all policies to ensure that the best policy register is incorporated into use.
Board Operations. The Corporation agrees and undertakes that, so long as the Investor, together with its Affiliates, owns in the aggregate 10% or more of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes) on a Fully Diluted Basis:
(a) all notices of Board meetings shall be delivered by hand or transmitted by facsimile or e-mail at least five (5) Business Days prior to the date of the Board meeting. However, emergency Board meetings may be called by the Chair or Lead Director in the case of a situation involving matters upon which prompt action is deemed necessary by giving notice at least two (2) Business Days prior to the date of such Board meeting (unless less notice is required in the circumstances). All notices of Board meetings shall specify the time, date and place of the Board meeting and contain a brief but complete summary of all business on the agenda of the Board meeting;
(b) each director who is not an officer or employee of the Corporation shall be reimbursed by the Corporation for the reasonable travel and other expenses incurred by him to attend Board meetings in accordance with the Corporation’s director travel expenses policy; and
(c) any director may participate in a Board meeting by means of a telephonic, electronic or other communication facility. A director participating by such means is deemed to be present at the Board meeting.
Board Operations. The Corporation agrees and undertakes that, so long as the Investor owns in the aggregate 10% or more of the issued and outstanding Common Shares:
(a) all notices of Board meetings shall be delivered by hand or transmitted by facsimile or e-mail at least five Business Days prior to the date of the Board meeting; provided, however, that emergency Board meetings may be called by the Chairman of the Board in the case of a situation involving matters upon which prompt action is deemed necessary by giving notice at least two Business Days prior to the date of such Board meeting (unless less notice is required in the circumstances). All notices of Board meetings shall specify the time, date and place of the Board meeting and contain a brief but complete summary of all business on the agenda of the Board meeting;
(b) each director who is not an officer or employee of the Corporation shall be reimbursed by the Corporation for the reasonable travel and other expenses incurred by him to attend Board meetings; and
(c) any director may participate in a Board meeting by means of a telephonic, electronic or other communication facility. A director participating by such means is deemed to be present at the Board meeting.
Board Operations