Duties of the Board of Directors Sample Clauses
The "Duties of the Board of Directors" clause defines the responsibilities and obligations that the board members must fulfill in managing and overseeing the company. Typically, this includes setting strategic direction, approving major decisions, ensuring compliance with laws and regulations, and safeguarding the interests of shareholders. By clearly outlining these duties, the clause ensures accountability and provides a framework for effective corporate governance, helping to prevent mismanagement and clarify the board's role within the organization.
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Duties of the Board of Directors. Each Director shall perform such Director’s duties in good faith and in a manner such Director reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Director who so performs such Director’s duties shall not have any liability by reason of being or having been a Director of the Company. The Directors shall devote such of their time to the affairs of the Company as in the judgment of the Directors the conduct of the business and affairs of the Company shall reasonably require. The Board of Directors shall not be liable under a judgment, decree or order of court, or in any other manner, for a debt, obligation or liability of the Company. Directors shall be entitled to be reimbursed by the Company for out-of-pocket expenses incurred in their capacity as Directors in connection with the management of the Company and its business provided such expenses have been approved by the Board of Directors. Except as otherwise provided herein, in exercising their rights and performing their duties under this Agreement, Directors shall have fiduciary duties similar to that of a director of a business corporation organized under the General Corporation Law of the Charter State.
Duties of the Board of Directors. In order for the Advisor to fulfill its duties, the Board of Directors shall, to the extent it deems proper, provide the Advisor with full information concerning the Company, its capitalization and investment policies and the intentions of the Board of Directors with respect to future investments. The Company shall furnish the Advisor with a copy of all audited financial statements, a signed copy of each report prepared by independent accountants, and such other information with regard to its affairs as the Advisor may from time to time reasonably request.
Duties of the Board of Directors. In addition to the rights and duties of the Board of Directors set forth elsewhere in this Agreement and subject to the other provisions of this Agreement, the Board of Directors shall be responsible for and are hereby authorized to:
(a) control the day to day operations of the Company;
(b) hire or appoint employees, agents, independent contractors or officers of the Company;
(c) carry out and effect all directions of the Member;
(d) select and engage the Company’s accountants, attorneys, engineers and other professional advisors;
(e) apply for and obtain appropriate insurance coverage for the Company;
(f) temporarily invest funds of the Company in short term investments where there is appropriate safety of principal;
(g) acquire in the name of the Company by purchase, lease or otherwise, any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;
(h) engage in any kind of activity and perform and carry out contracts of any kind necessary to, in connection with! or incidental to the accomplishment of the purposes of the Company, so long as said activities and contracts may be lawfully carried on or performed by a limited liability company under the Act and are in the ordinary course of the Company’s business; and
(i) negotiate, execute and perform all agreements, contracts, leases, loan documents and other instruments and exercise all rights and remedies of the Company in connection with the foregoing.
Duties of the Board of Directors. The business and affairs of the Agency, and all of its powers, including without limitation all powers set forth in Article 4 (Powers), are reserved to and shall be exercised by and through the Board of Directors, except as may be expressly delegated to the staff or others pursuant to this Agreement, Bylaws, or by specific action of the Board of Directors.
Duties of the Board of Directors. The Board of Directors shall do the following:
(a) Diligently and faithfully devote such of its time to the business of the Company as may be necessary to properly conduct the affairs of the Company, however, the individual Directors shall not be required to devote their full time to such duties;
(b) Use its best efforts to cause the Company to comply with such conditions as may be required from time to time to permit the Company to be classified for federal income tax purposes as a partnership and not as an association taxable as a corporation;
(c) File and publish all certificates, statements, or other instruments required by law for the formation and operation of the Company as a limited liability company in all appropriate jurisdictions;
(d) Use their commercially reasonable best efforts to cause the Company to obtain and keep in force during the term of the Company fire and extended coverage and public liability and professional liability insurance with such issuers and in such amounts as the Board of Directors shall deem advisable, but in amounts not less (and deductible amounts not greater) than those customarily maintained with respect to the business equipment and property comparable to the Company's; and
(e) Have a fiduciary duty to conduct the affairs of the Company in the best interests of the Company and of the Members, including the safekeeping and use of all funds and assets, whether or not in its immediate possession and control, and it shall not employ or permit others besides the Board of Directors to employ such funds or assets in any manner except for the benefit of the Company.
Duties of the Board of Directors. 1. Company representation in a court of law and outside court falls to the Board of Directors acting collectively and empowered to conduct and perform all duties envisaged within the scope of the corporate object, excepting those operations that according to law are reserved for the competence of the General Meeting.
2. The Board may also confer proxy powers to represent the Company on persons who are not members of said Board, by means of power of attorney, which will contain an itemized list of the powers granted.
3. Notwithstanding the broad powers and faculties that the Board of Directors holds to manage and represent the Company, the Board has the functions attributed by Law and, in particular, by way of illustration and not limitation, the following:
(i) Organizing, managing, governing and inspecting the performance of the Company’s operations and businesses, legally representing the Company in all cases in which it is necessary or advisable.
(ii) Directing and ordering personnel policy and making decisions involving the execution of said policy.
(iii) Representing the Company before government authorities and agencies and in courts of law, of all orders, classes and levels, without exception, submitting requests, lawsuits, defenses and counterclaims, proposing exceptions and filing any necessary appeals, and empowered to settle all manner of issues whether in court or out of court.
(iv) Buying, selling, reclaiming, exchanging or by any other means acquiring or disposing of directly or conditionally, at a deferred, stated or installment price, all manner of real property and other assets.
(v) In connection with Company goods, in favor of third parties or in connection with the goods of others in favor of the Company, constituting, acknowledging, accepting, executing, transferring, dividing, modifying, terminating and cancelling in part or in full pledges, rights of use and residence, easements, liens, mortgages, antichreses, censuses, surface rights, and, in general, any in rem and personal rights.
(vi) Purchasing, subscribing, selling, pledging and otherwise encumbering, transferring or acquiring, for a stated or installment price and under conditions deemed appropriate, government securities, shares, bonds, securities, converting, exchanging or disbursing them, making statements and filing claims.
(vii) Appointing, accepting, removing and replacing management and executive positions and representatives, in each case determining the powers and scope...
Duties of the Board of Directors. The business of the Corporation shall be managed and controlled by a Board of Directors (the “Board”). The Board shall also manage and control all the property of the Corporation and shall represent the Corporation with full power of authority to act for it in all things legal whatsoever. The Board of Directors shall:
(1) Act in accordance of this Article and all bylaws;
(2) Establish and Review the budget for presentation to the Membership for their consideration and vote;
(3) Receive grievances from the Membership and act upon their complaints to the best interest of the Corporation;
(4) Review all by-law amendments submitted by the Members;
(5) Have the ability to submit by-law amendments;
(6) Submit to the Corporation all records belonging to the Corporation which are in their possession upon resignation, retirement, or removal from office;
(7) Ensure retention of records of the Corporation’s conduct of business as required by law and as needed for the effective management of the business of the Corporation;
(8) Have the ability to hire or co-opt non-voting assistants as required for the effective management of Corporation business and Board meetings;
(9) Trustees may be granted reimbursement for any reasonable expenses incurred in the performance of their duties and for any membership dues in other related organizations as approved by the Board.
Duties of the Board of Directors. The Board of Directors shall do the following:
(a) Diligently and faithfully devote such of its time to the business of the Company as may be necessary to properly conduct the affairs of the Company, however, the individual Directors shall not be required to devote full time to such duties;
(b) Use its best efforts to cause the Company to comply with such conditions as may be required from time to time to permit the Company to be classified for federal income tax purposes as a partnership and not as an association taxable as a corporation;
(c) File and publish all certificates, statements, or other instruments required by law for the formation and operation of the Company as a limited liability company in all appropriate jurisdictions;
(d) Cause the Company to obtain and keep in force during the term of the Company fire and extended coverage, public liability and professional liability insurance and other insurance policies, with such issuers and in such amounts as the Board of Directors shall deem advisable, but in amounts not less (and deductible amounts not greater) than those customarily maintained with respect to the business equipment and property comparable to the Company's;
(e) Have a fiduciary duty to conduct the affairs of the Company in the best interests of the Company and of the Members, including the safekeeping and use of all funds and assets, whether or not in its immediate possession and control, and it shall not employ or permit others besides the Board of Directors to employ such funds or assets in any manner except for the benefit of the Company;
(f) When this Operating Agreement or circumstances affecting the business of the Company require the Directors to take certain action or to make a determination, the Board of Directors shall take such action or make such determination in a reasonable and timely manner;
(g) Deliver to the New Mexico State Corporation Commission for filing an annual statement in accordance with the Act;
(h) Employ legal counsel, public accountants and such other advisors and consultants for the Company as it deems necessary; and
(i) Establish and adhere to a conflict of interest policy.
Duties of the Board of Directors. (a) To the fullest extent permitted by the Act, a person, in performing his duties and obligations as a Director under this Agreement, shall be entitled to act or omit to act at the direction of the Member, if any, that designated such person to serve on the Board of Directors, considering only such factors, including the separate interests of the Designating Party, as such Director or Designating Party chooses to consider, and any action of such Person or failure to act, taken or omitted in good faith reliance on the foregoing provisions shall not, as between the Company and any other Member, on the one hand, and such Person or Designating Party, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent such exist under the Act or any other applicable Law) on the part of such Person or Member to the Company or any other Director or Member of the Company.
(b) The Members (in their own names and in the name and on behalf of the Company) hereby:
(i) agree that (A) the terms of this Section 2.3, to the extent that they modify or limit a duty or other obligation, if any, that a Director may have to the Company or any Member under the Act or other applicable Law, are reasonable in form, scope and content; and (B) the terms of this Section 2.3 shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Director may have to the Company or any Member, under the Act or any other applicable Law; and
(ii) waive to the fullest extent permitted by the Act, any duty (including any fiduciary duty) or other obligation, if any, that a Director may have to the Company or a Member, pursuant to the Act or any other applicable law.
(c) Each Member (in its own name and in the name and on behalf of the Company), acknowledges, affirms and agrees that (i) the Member would not be willing to make an investment in the Company, and no person designated by such Member to serve on the Board of Directors would be willing to so serve, in the absence of this Section 2.3, and (ii) it has reviewed and understands the provisions of Section 18-1101(c) of the Act.
Duties of the Board of Directors. The Board of Directors shall manage the property and business of the CBBEP, and shall have the policy making powers of the CBBEP, in addition to those powers explicitly set forth in this Interlocal Agreement. The Board of Directors replaced the then-existing CCBNEP Policy Committee in 1999.