Decisions at Board Meetings Clause Samples

Decisions at Board Meetings. (a) Subject to the terms of this Agreement and Clause 4, all decisions of the Board shall be taken by a simple majority of vote of the Directors present based on each Director being entitled to cast 1 (one) vote for or against each of the resolutions being discussed in the Board Meeting. (b) If a Director is of the opinion that there is a conflict of interest between his fiduciary duties to the Company and his role as a nominated Director of a Shareholder in voting on any particular matter being considered by the Board, he may require that such matter is instead determined by the Shareholders either in writing or at a meeting of the Shareholders. In those circumstances, the Directors shall not be required to vote on that particular matter until it has been determined by the Shareholders.
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Decisions at Board Meetings. 3.9.1. Subject to the provisions of Clause 5 (Affirmative Consent Matters), a decision or resolution shall be said to have been made or passed at a Board Meeting only if made or passed at a validly constituted meeting, and such decisions or resolutions are approved by a majority of the Directors, which unless otherwise mandated by Applicable Law, shall mean approval by a majority of the Directors present and voting at such Board Meeting. 3.9.2. Subject to the provisions of Clause 5 (Affirmative Consent Matters), at any Board Meeting (including any adjourned Board Meeting), each Director shall be entitled to 1 (one) vote. Notwithstanding anything to the contrary contained in this Agreement, neither the Chairperson of the Board nor any other member of the Board shall have a second or casting vote. 3.9.3. The Board may invite employees, professionals, consultants and advisors to attend Board Meetings as observers, who shall not be entitled to vote at such Board Meetings.
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Decisions at Board Meetings. (a) Subject to this Constitution, questions arising at a meeting of the Directors shall be decided by consensus and failing consensus by a Majority of votes. (b) Where a matter goes to a vote and there are equal votes for and against, the Chairperson shall adjourn the consideration of the resolution for 24 hours. If after 24 hours there remain an equal number of votes for and against, the Chairperson shall refer to the matter to mediation in accordance with clause 31.
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Related to Decisions at Board Meetings

  • Board Meetings The Superintendent shall attend, and shall be permitted to attend, all meetings of the Board, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on the Superintendent’s Contract, or the Superintendent’s evaluation and/or job performance, or for purposes of resolving conflicts between individual Board members or when the Board is acting in its capacity as a tribunal or when the Board determines it is in the best interest of the Board and the District. In the event of illness or Board-approved absence, the Superintendent’s designee may attend such meetings.

  • GENERAL MEETINGS The Academy Trust shall hold an Annual General Meeting each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Academy Trust and that of the next. Provided that so long as the Academy Trust holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Governors shall appoint. All meetings other than Annual General Meetings shall be called General Meetings.

  • Notice of Board Meetings Notice of Board meetings shall be given by the Chair or the Chair’s designee to each other Board Member by overnight courier service, email or other electronic transmission, or personal delivery. Notices shall be deemed to have been given: if given by courier service, when deposited with a courier service for overnight delivery with charges therefor prepaid or duly provided for; if given email or other electronic transmission, at the time of sending; and if given by personal delivery, at the time of delivery. Notices given by personal delivery may be in writing or oral. Written notices shall be sent to a Board Member at the postal address, email address or address for other electronic transmission, designated by him or her for that purpose or, if none has been so designated, at his or her last known residence or business address, email address or address for other electronic transmission. Except to the extent required by applicable law, no notice of any meeting of the Board need state the purposes of the meeting.

  • ATTENDANCE AT MANDATORY MEETINGS/SCHOOL EVENTS Where an employee is required through clear direction by the board to attend work outside of regular working hours, the provisions of the local collective agreement regarding hours of work and compensation, including any relevant overtime/lieu time provisions, shall apply. Required attendance outside of regular working hours may include, but is not limited to school staff meetings, parent/teacher interviews, curriculum nights, Individual Education Plan and Identification Placement Review Committee meetings, and consultations with board professional staff.

  • Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board. (B) The Audit Committee shall have general supervision over the Audit Division in all matters however subject to the approval of the Board of Directors; it shall consider all matters brought to its attention by the officer in charge of the Audit Division, review all reports of examination of the Company made by any governmental agency or such independent auditor employed for that purpose, and make such recommendations to the Board of Directors with respect thereto or with respect to any other matters pertaining to auditing the Company as it shall deem desirable. (C) The Audit Committee shall meet whenever and wherever the majority of its members shall deem it to be proper for the transaction of its business, and a majority of its Committee shall constitute a quorum.