Cleco Power Board Sample Clauses

Cleco Power Board. (a) The Company shall be managed by a board of managers (the “Cleco Power Board”, each member of the Cleco Power Board, a “Manager” and such managers collectively, the “Managers”) according to this Article IV. Except with respect to certain consent requirements required by the LaLLCL or provided for in the Cleco Group Agreement, the Limited Partnership Agreement or the General Partner Agreement, neither the Member nor any of its Affiliates, by virtue of the Member’s status as a member of the Company, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as provided for or required by, and subject to compliance with, the LaLLCL, the Cleco Group Agreement, the Limited Partnership Agreement and the General Partner Agreement, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Cleco Power Board in accordance with this Agreement and (ii) the Cleco Power Board shall exercise such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect to the Company. Under the direction of the Cleco Power Board, certain activities of the Company shall be conducted on the Company’s behalf by the Officers as specified and authorized by the Cleco Power Board. In addition to the powers specifically granted under any other provision of this Agreement, the Cleco Power Board shall have (subject to the LaLLCL and all consent rights and other limitations in this Agreement, the Cleco Group Agreement, the General Partner Agreement and the Limited Partnership Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing with the Company may rely on the authority of the Cleco Power Board or the Officers in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. (b) The Company shall pay such additional compensation to Independent Managers as the Cleco Power Board so determines, acting by Board Supermajority Consent. The Company shall reimburse the reasonable travel (including bu...
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  • The Board of Directors 17. The Board of Directors, Appointment and Dismissal of Directors 17.1. The Board of Directors shall consist of up to five (5) directors, which will be appointed as follows: 17.1.1. For as long as L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold at least the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold, L C▇▇▇▇▇▇▇▇ shall have the right to appoint two (2) directors to the Board of Directors; provided, however, that in the event that L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold below the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold but collectively more than 30% of the L C▇▇▇▇▇▇▇▇ SPA Shares, L C▇▇▇▇▇▇▇▇ shall have the right to appoint one (1) director to the Board of Directors (each appointee of L C▇▇▇▇▇▇▇▇ shall be referred to as a “L C▇▇▇▇▇▇▇▇ Director” and collectively as the “L C▇▇▇▇▇▇▇▇ Directors”). The L C▇▇▇▇▇▇▇▇ Directors shall not be a legal or financial adviser of L C▇▇▇▇▇▇▇▇ or its Affiliates; provided, however, that, individuals employed by L C▇▇▇▇▇▇▇▇ or its Affiliates, including those in a legal or financing role, will not be restricted from serving as L C▇▇▇▇▇▇▇▇ Directors. The Company shall cause each of its Subsidiaries to maintain the same Board of Directors structure with the same representation of the Shareholders, to the extent permitted by applicable law of the jurisdiction in which such Subsidiary is formed. 17.1.2. O▇▇▇ ▇▇▇▇▇ and their Permitted Transferees, acting jointly, shall have the right to appoint three (3) directors to the Board of Directors, one of whom shall serve as the chairman of the Board of Directors (the “Chairman”). For so long as O▇▇▇ ▇▇▇▇▇▇▇▇ controls OS Investments, O▇▇▇ ▇▇▇▇▇ shall appoint O▇▇▇ ▇▇▇▇▇▇▇▇ as one of its directors and H▇▇▇▇▇▇▇ shall serve as Chairman. 17.2. A Shareholder that is entitled to appoint a Director to the Board of Directors shall be entitled to dismiss or replace such Director. Appointment, dismissal and replacement of a Director shall be effected by furnishing a Written notification to the Company, signed by the Shareholder entitled to effect such appointment, replacement or removal, and shall become effective on the date fixed in the notice or upon receipt of the notice by the Company, whichever is later. 17.3. All notices of meetings of the Board of Directors shall state the date, time and place of the meeting, and the nature of business proposed to be transacted thereat, and shall be given to all Directors in writing sent by electronic mail or by overnight courier. Notices of meeting of the Board of Directors shall be dispatched to all Directors not less than seven (7) days before the proposed date for such meeting, unless all the Directors agree In Writing to a shorter notice period. Notwithstanding the foregoing, in the event that the Chairman determines that there is an urgent material matter that requires action by the Board of Directors, a notice of the meeting of the Board of Directors may be dispatched to all Directors not less than twenty-four (24) hours before the Board of Directors meeting. 17.4. If a Director has appointed an Alternate Director (as defined below) for himself, notice shall be provided both to the Director and to the Alternate Director. Notice to a Director which is a corporation shall be delivered to the Corporate Representative. 17.5. The details of a Director, Alternate Director or Corporate Representative appearing in the Register of Directors which the Company maintains or which have been notified to the Company In Writing together with a request that these details be used for the purposes of delivery of notices, shall be the address and other details of the Director for the purposes of delivery of notices to him. 17.6. Any member of the Board of Directors may participate and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The attendance of any Director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting. Notwithstanding the nature of the business set forth on the applicable notice, the Directors may transact business at a Board of Directors meeting other than as set out in the applicable notice of meeting delivered to the Directors. The Board of Directors shall meet at least bi-annually and at such other times as determined by the Chairman or pursuant to applicable law and, to the extent possible, the Directors will consult with each other regarding the scheduling of Board of Directors meetings. 17.7. The quorum required to commence a meeting of the Board of Directors shall be a majority of the members of the Board of Directors then serving (provided that at least one of whom will be an L C▇▇▇▇▇▇▇▇ Director). If a quorum is not present at a meeting of the Board of Directors within thirty (30) minutes of the time set for such meeting, the meeting shall be adjourned and postponed to the same time three (3) days thereafter. If a quorum is not present at such reconvened meeting of the Board of Directors within thirty (30) minutes of the time set for such reconvened meeting, such reconvened meeting shall again be adjourned and postponed to the same time three (3) days thereafter. At any such second reconvened meeting (and only at such meeting), a majority of the Directors then serving shall constitute quorum, irrespective of whether an L C▇▇▇▇▇▇▇▇ Director is represented at such second reconvened meeting. 17.8. Subject to the provisions of Article ‎22 (Protective Covenants) hereof: (a) the Board of Directors may take action upon a majority of the votes of the members of the Board of Directors present at a meeting of the Board of Directors at which quorum as provided in Article ‎18.7 is present, and (b) each member of the Board of Directors shall have one (1) vote at all meetings of the Board of Directors attended by him or her; provided, however, that (x) O▇▇▇ ▇▇▇▇▇▇▇▇, for the period he is a Director, shall have such number of additional votes (in addition to his own vote) that equals to the number of the Directors that O▇▇▇ ▇▇▇▇▇ is entitled to appoint, but has failed to so appoint at that time (and/or that O▇▇▇ ▇▇▇▇▇ has appointed, but who failed to attend the relevant meeting) and (y) to the extent L C▇▇▇▇▇▇▇▇ is entitled to appoint two Directors pursuant to Section‎18.1.1, any L C▇▇▇▇▇▇▇▇ director who is appointed shall be entitled to an additional vote in the event the second L C▇▇▇▇▇▇▇▇ Director has not been appointed (or that has been appointed, but failed to attend the relevant meeting). 17.9. The Company shall reimburse the Directors for their respective reasonable out-of-pocket expenses incurred in attending Board of Directors meetings or meetings of Board of Directors committees, promptly upon presentation of receipts. Subject to the foregoing, Directors shall not be entitled to any per-diem or other remuneration in connection with their service on the Board of Directors. 17.10. Subject to the provisions of any law, a Director who has ceased to serve as Director is eligible to be re-appointed. 17.11. Subject to the provisions of any law, the office of a Director shall be vacated (including the office of an Alternate Director and a Corporate Representative) automatically in each of the following events: (a) upon his death; (b) if he is declared to be legally incompetent; (c) if he is declared bankrupt, or if the Director is a corporation, if a liquidator, receiver, special manager or trustee (in each case temporary or permanent) is appointed for the corporation or its assets within the context of a creditors scheme of arrangement or an order of stay of proceedings; (d) if he resigns from office by written notice to the Company, the Chairman or the Board of Directors, in which case the office of the Director shall be vacated on the date of service of notice or at such later date specified in the notice; (e) if his term of office has terminated in accordance with the provisions of these Articles; (f) if the Director is convicted in a final judgment of an offence of a nature which disqualifies a person from serving as a company director; or (g) if a court of competent jurisdiction decides to terminate his office in a decision or judgment for which no stay of enforcement granted.