Board Structure Clause Samples

Board Structure. (a) Unless otherwise determined by the board of directors of the Company (the “Board”), the Board shall at all times consist of a majority of directors who are independent, as defined under the applicable listing rules of The Nasdaq Stock Market (the “Independent Directors” and such rules, the “Listing Rules”). In addition, unless otherwise determined by the Board, a majority of the Company’s directors shall not be Affiliates of any stockholder of the Company that Beneficially Owns, together with its Affiliates, 10% or more of the voting rights in the Company (the “Non-Affiliated Directors”). (b) The Board shall initially consist of 10 directors (inclusive of the directors appointed pursuant to Section 1.2(a)).

Board Structure. Until the consummation of a Registration, each of the following shareholders (each a "Designating Shareholders") shall have the right to designate members to the Board of Directors, with respect to each of the Designating Shareholders, as long as such Designating Shareholders holds (directly and/or through trustee, and collectively with such Designating Shareholders Permitted Transferees) at least 50% of the amount of shares of the Corporation held by it on the date hereof: (a) Life Support Ltd.- may designate 1 (one) member to the Board; (b) Ramport Finance Ltd. - may designate 1 (one) member to the Board; (c) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - may designate 1 (one) member to the Board;

Board Structure. The Company has amended its Corporate Governance Guidelines as follows: When the Chairman is a member of Company management, the Chairman of the Nominating and Corporate Governance Committee, who shall be an independent director meeting the guidelines specified herein, shall also act ex officio as the Lead Independent Director of the Board, with responsibility for coordinating the activities of the other non-management directors and for performing the duties specified herein and such other duties as are assigned by the Board. The Company shall maintain the position of Lead Independent Director so long as any member of management occupies a position on the Board. The Lead Independent Director’s responsibilities include the following: (i) setting the Board’s agenda in collaboration with the CEO and/or Chairman; (ii) acting as a regular communication channel among the Board, the CEO and other management, the Chairman and the independent directors and the Board; (iii) assessing and discussing with other independent board members the quality, quantity and timeliness of the flow of information from the Company’s management to the independent board members; (iv) organizing and presiding over executive sessions to review the Company’s performance and management effectiveness (including scheduling and setting the agenda for these sessions); (v) organizing exit interviews with resigning senior managers to determine whether their departure reflects problems with the CEO or other Company issues; (vi) serving as an independent point of contact for shareholders wishing to communicate with the Board, other than through the CEO or chairman; (vii) meeting with shareholders to discuss their concerns and expectations; (viii) calling special meetings of the Board or of the independent directors; (ix) recommending or assigning tasks to the appropriate committees; (x) being a member of or otherwise involved with the committees; (xi) chairing the Nominating and Corporate Governance Committee (or another key committee); (xii) coordinating and/or overseeing committee, Board and other corporate governance assessments; (xiii) coordinating and/or overseeing the performance evaluation of the CEO and/or Chairman; and (xiv) identifying and recommending appropriate independent advisors or consultants as needed.

Board Structure. The board shall consist of 11 voting members appointed by the governor. The composition of the board shall be as described in Iowa Code section 15G.202. Six voting members shall constitute a quorum. An affirmative vote of a majority of voting members, excluding any member who has a conflict of interest, is necessary for the board to take substantive action.

Board Structure. Pool operations shall be managed by a Board of Trustees consisting of seven (7) voting members, who shall include three (3) members representing Sourcewell as the Sponsoring Association. The remaining four (4) members of the Board of Trustees shall consist of one (1) elected official representing Participating Members that are local school districts; one (1) elected official representing Participating Members that are cities, counties, or other governmental units (CCOGA); at least one (1) staff person representing Participating Members that are local school districts or CCOGA; and one (1) at-large representative of Participating Members, who may be either an elected official or a staff person.

Board Structure. The AUTHORITY shall be governed by a Board of Directors (“BOARD”) consisting of not more than one representative from each Original Member Agency or as set forth in the bylaws adopted by the BOARD. Each Director shall have one vote.

Board Structure. 2.1 Governance is made up by a number of boards that have collective responsibility for all impacts on this Agreement: strategic relationship within and outside of the immediate Agreement, monitoring and evaluation of contract delivery, communication of plans and intentions, recommendations and decision taking. 2.2 Unless otherwise agreed, representation for each board will be made up of representatives from the CONTRACTOR and the AUTHORITY. Only six members (three from each Party) are able to vote. A member from the AUTHORITY will be the nominated Chairperson except for the Partner Forum where the Chairperson will be a member from the CONTRACTOR. For decision making each voting member will carry one vote. The Chairperson will carry two votes. Where a member is unavailable to attend a substitute person shall have proxy voting rights so that 3 from each are always present. Where a voting decision requires a Change to the CONTRACTOR’s or the AUTHORITY’s obligations or scope of Services under this Agreement, this will be managed in accordance with Schedule 24 (Change Control). 2.3 The terms of reference for each of these boards will be defined during Transition. 2.4 At the highest level the overall interaction between the boards is shown in the figures below: BOARD LEVEL (A) Impact on Scope of Contract and enGage √ (B) Impact on technical delivery of ongoing services √ √ √ √ (C) Impact on Value for Money √ (D) Impact on measurement √ √ √ (E) Impact on commercials √ √ (F) Impact on enGage approach (supplier relationships) √ √ Figure 1 – Areas of Responsibility

Board Structure. From and after the Effective Time, the directors of the Corporation (other than any who may be elected by holders of Preferred Stock under specified circumstances) shall be divided into three (3) classes as nearly equal in size as is practicable, designated Class I, Class II and Class III. Directors already in office shall be assigned to each class at the time such classification becomes effective in accordance with a resolution or resolutions adopted by the Board. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. At the first annual meeting of stockholders following the Effective Time, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Effective Time, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the Effective Time, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors is changed, any newly created directorships or decrease in directorships shall be so apportioned hereafter among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

Board Structure. Washington Gas will have a board of directors consisting of seven members, including: (a) the CEO of Washington Gas; (b) the CEO of AltaGas; (c) four independent members, including, up to three of the independent board members of WGL; and (d) one other member. Notwithstanding any other provision of this Settlement Agreement, the majority of the members of the Washington Gas board of directors must be Independent Directors. Each successor to a legacy-WGL board member will either (1) be an Independent Director, or (2) be a former director or officer of Washington Gas or WGL. The Washington Gas and AltaGas CEOs may nominate successors to their respective positions on the Washington Gas board, each of whom shall be a member of the executive team of the CEO’s company.