Board Powers and Duties Clause Samples

The 'Board Powers and Duties' clause defines the authority and responsibilities granted to a company's board of directors. It typically outlines the board's ability to make key decisions, oversee management, approve budgets, and set strategic direction for the organization. For example, the board may be empowered to hire or remove executives, authorize major transactions, or establish company policies. This clause ensures that the governance structure is clear, delineating the board's role in managing the company and preventing ambiguity about who holds decision-making power.
Board Powers and Duties. The Board shall have the following powers and duties: (1) To advise the State CIO on policies and procedures to develop, review, and update the State Information Technology Plan. (2) To establish necessary committees to identify and share industry best practices and new development and to identify existing State information technology problems and deficiencies. (3) To establish guidelines regarding the review of project planning and management, information sharing, and administrative and technical review procedures involving State-owned or State-supported technology and infrastructure. (4) To establish ad hoc technical advisory groups to study and make recommendations on specific topics, including work groups to establish, coordinate, and prioritize needs. (5) To assist the State CIO in recommending to the Governor and the General Assembly a prioritized list of enterprise initiatives for which new or additional funding is needed. (6) To recommend business system technology projects to the Department and the General Assembly that meet the following criteria: a. A defined start and end point. b. Specific objectives that signify completion. c. Designed to implement or deliver a unique product, system, or service pertaining to business system technology. (7) To develop and maintain a five-year prioritization plan for future business system technology projects.
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Board Powers and Duties. The Board, in addition to other powers and duties conferred or imposed on it by law, is authorized in the name of ACCG - ▇▇▇▇ to exercise the powers enumerated in Article VII of the bylaws and do all the acts necessary or incidental in performing and accomplishing the purposes set forth in this agreement and in the bylaws of the ACCG - ▇▇▇▇.
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Board Powers and Duties. The Board, in addition to other powers and duties conferred or imposed by law, is authorized in the name of ▇▇▇▇▇ to exercise the powers enumerated in Article III, Section I and in Article IV, Section 2 of the bylaws and to do all the acts necessary or incidental in performing and accomplishing the purposes set forth in this agreement and in the bylaws of GIRMA.
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Board Powers and Duties. Section 3.1: The Board is authorized on behalf of the Trust or the Members thereof, as the case may be, to do all the acts necessary to perform and accomplish the purposes set forth in this Agreement of Trust and the Participation Agreement within the limits and procedures herein set forth, including but not limited to: (Amended June 3, 2011.) 1. Make and enter into contracts; 2. Incur debts, liabilities and obligations in the ordinary course of business; 3. Acquire, hold or dispose of real and personal property; 4. ▇▇▇ or be sued on behalf of the Trust or the Members, as the case may be, and take all measures necessary or desirable in the prosecution or defense of claims; 5. Administer or oversee administration of a risk management pool, collect contributions thereto and pay authorized losses in behalf of all Members which duly execute the Participation Agreement; 6. Establish loss control procedures and advise and educate Members and Local Agencies participating in a program of the Trust in loss control and risk reduction; 7. Provide risk management services including defense of and settlement of claims and engage a service company; 8. Purchase reinsurance or excess insurance, or enter into a line of credit or other funding mechanism, as necessary to protect the interests of the Members and the Trust; 9. Employ an attorney or attorneys as desirable in the operation of the Trust. 10. Determine the general policy for operation of the Trust that shall be followed by all committees, officers, agents and independent contractors employed by the Trust, the Administrator or the Trustees on behalf of the Trust; 11. Adopt rules for the conduct of the affairs of the Trust and in recording of data required by law and sound management; 12. Terminate coverage and Member participation in accordance with the Participation Agreement; 13. Create and implement endorsed programs to allow Local Agencies to obtain liability coverage through insurance carriers authorized to provide such coverage in the Commonwealth of Pennsylvania, to the extent such programs are consistent with the Act; and 14. Carry out and perform all actions necessary and proper to implement the provisions of the Participation Agreement as they relate to the operation and management of the Trust.
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Board Powers and Duties. The Board shall have the following powers and duties: (i) the power to elect the Chair and Vice Chair of the Board; (ii) the power to recommend proposed changes to this Agreement that must be approved by the Members’ governing bodies; (iii) the power to adopt budgets, work plans, amendment of budgets or the allocation or reallocation of budgeted amounts between budget categories; (iv) the power to establish rules and guidelines governing its own conduct; and (v) the power to govern, administer and implement directly or indirectly the powers, purposes and functions for which the Council was created.
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Board Powers and Duties. The Board’s sole duties with respect to the Trust shall be to: (a) appoint, monitor and, if necessary, remove the members of the Oversight Committee and review the performance of the Oversight Committee in light of its responsibilities by receiving periodic reports; (b) adopt any amendments to the Trust which in the Board’s judgment are necessary or proper or are required to comply with ERISA; and (c) delegate any of the foregoing powers and duties in whole or in part, to one or more committees or other persons.
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Board Powers and Duties 
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Related to Board Powers and Duties

  • Powers and Duties Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

  • POWERS AND DUTIES OF CUSTODIAN As custodian, the Custodian shall have and perform the powers and duties set forth in this Article II. Pursuant to and in accordance with Article IV hereof, the Custodian may appoint one or more Subcustodians (as hereinafter defined) to exercise the powers and perform the duties of the Custodian set forth in this Article II and references to the Custodian in this Article II shall include any Subcustodian so appointed.

  • Powers and Duties General Immunity ▇. ▇▇▇▇▇▇; DUTIES SPECIFIED. Each Lender irrevocably authorizes each Agent to take such action on such Lender's behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified in this Agreement and the other Loan Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason of this Agreement or any of the other Loan Documents, a fiduciary relationship in respect of any Lender; and nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein.

  • Powers and Duties of Trustees Section 3.1 General 6 Section 3.2 Investments 6 Section 3.3 Legal Title 6 Section 3.4 Issuance and Repurchase of Shares 7 Section 3.5 Borrow Money or Utilize Leverage 7 Section 3.6 Delegation; Committees 7 Section 3.7 Collection and Payment 7 Section 3.8 Expenses 7 Section 3.9 By-Laws 7 Section 3.10 Miscellaneous Powers 7 Section 3.11 Further Powers 8

  • Rights and Duties of the Board of Managers (a) The Company is a manager-managed limited liability company. Accordingly, management of the affairs of the Company shall be vested in a Board of Managers (the “Board”). The Persons constituting the Board (each, a “Manager”) will be (i) the “managers” of the Company for all purposes under the Act and (ii) the Board for all purposes under this Agreement. The Board will have the power to act only by a majority of the Managers in accordance with the provisions and in the manner specified herein. A person does not need to be a Member to serve on the Board. The Board will initially consist of three members and shall initially consist of, N▇▇▇▇ ▇▇▇▇▇▇▇, J▇▇▇ ▇▇▇▇▇▇▇▇▇ and E▇▇ ▇▇▇▇▇▇▇▇▇ as the Independent Manager, who shall serve until they resign or are replaced by a majority of the Board, and new members of the Board shall be appointed by a majority of the Board. Provided, however, the Members holding 66 2/3% of the Voting Shares can vote to remove and replace a Manager for “Cause” in accordance with Section 2.9. The size of the Board may be increased, including, without limitation, in connection with forming a Special Committee, or decreased from time to time by action of the Board. (b) The Company shall have at least one Independent Manager serving as one of the members of the Board. To the fullest extent permitted by law, the Independent Manager shall consider only the interests of the Company in acting or otherwise voting on the matters set forth in this Article 2. The Independent Manager shall act where other Managers are excluded from voting on certain matters involving a direct or indirect conflict of interest between any Manager on the one hand and public investors on the other hand. The prior consent of the Independent Manager shall be required to appoint a second Independent Manager for the purpose of serving on a Special Committee. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth herein and the Independent Manager shall have no authority to bind the Company. (c) Except as otherwise expressly provided in this Agreement or as required by the Delaware Act, the Board shall have complete and exclusive discretion in the management and control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Board shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Company, all rights and powers of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes of the Company Except as otherwise expressly provided in this Agreement, the Board or Persons designated by the Board, including officers and agents (including the Administrator) appointed by the Board, will be the only Persons authorized to execute documents which will be binding on the Company. To the fullest extent permitted by Delaware law, but subject to any specific provisions hereof granting rights to one (1) or more Members (e.g., the right of Masterworks Gallery, LLC to designate Board members), the Board will have the power to perform any acts, statutory or otherwise, with respect to the Company (including with respect to any Subsidiary of the Company) or this Agreement, which would otherwise be possessed by the Members under Delaware law, and the Members will have no power whatsoever with respect to the management of the business and affairs of the Company (including with respect to any Subsidiary of the Company) except as expressly provided herein. (d) The Company shall enter into an administrative services agreement with Masterworks Administrative Services, LLC (the “Administrator”) in form and substance as reasonably determined by the Initial Member (the “Administrative Services Agreement”). The Board has authorized the Administrator to administer all day to day operations of the Company. Any amendment to the Administrative Services Agreement that would be adverse or detrimental to the interests of members of the Company must be approved by holders of a majority of voting shares. Any termination of the Administrative Services Agreement will require the prior written consent of Masterworks Gallery, LLC. Any change in the vesting provisions of Class A shares granted to the Administrator pursuant to the Administrative Services Agreement which have the purpose or effect of accelerating the vesting date to an earlier date, shall require the consent of holders of a majority of the Class A shares eligible to vote on such matter, provided, however, that shareholder consent shall not be required for an acceleration of the vesting date upon an Approved Sale of the Painting. An “Approved Sale” is a sale of the Painting that is approved in writing in advance by a Special Committee, provided that such approval contains an affirmative representation by such Special Committee that such approval (i) is given freely without influence or direction by or from the Company, the Administrator or any of their respective affiliates (ii) that the members of the Special Committee have no direct or indirect financial interest in such sale transaction (other than an indirect financial interest due solely to ownership of securities in an affiliate of the Administrator representing less than 1% of the outstanding equity securities in such affiliate) and (iii) confirms that the Special Committee has determined that such sale is in the best interests of the shareholders unaffiliated with the Administrator. (e) Subject to the terms and conditions herein, all decisions regarding the management and operations of the Company shall be made by the Board, provided, however, that the Administrator shall have all power and authority to take any and all actions necessary to effectuate the intent and purpose of the Administrative Services Agreement and the Board may designate any Officers of the Company to have control or authority with respect to one or more decisions or areas of operation, and may include such limitations or restrictions on such power as they may deem reasonable.