GENERAL AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS Clause Samples

The "General Authority and Powers of the Board of Directors" clause defines the scope of decision-making and management authority granted to a company's board of directors. Typically, this clause empowers the board to oversee the company's business affairs, make strategic decisions, and delegate responsibilities as needed, such as appointing officers or forming committees. By clearly outlining the board's powers, this clause ensures effective corporate governance and clarifies the board's role in managing the company, thereby preventing disputes over authority and facilitating smooth organizational operations.
POPULAR SAMPLE Copied 4 times
GENERAL AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Board of Directors shall have complete authority and exclusive control over the management of the business and affairs of the Company. Subject to the terms and conditions of this Agreement and except as otherwise provided herein, all Material Agreements and Material Decisions with respect to the business and affairs of the Company shall be approved or made by the Board of Directors in accordance with Section 5.14 hereof. No Member has the actual or apparent authority to cause the Company to become bound in any contract, agreement or obligation, and no Member shall take any action purporting to be on behalf of the Company. No Director shall cause the Company to become bound to any contract, agreement or obligation, and no Director shall take any other action on behalf of the Company, unless such matter has received the vote, consent, approval or ratification as required pursuant to this Agreement with respect to such matter or except as provided below with respect to the authority and actions of SFHM. The day-to-day management of the business and affairs of the Company shall be the responsibility of SFHM pursuant to the terms of the Management Agreement, which management shall be subject to decisions, guidelines and policies made or established by the Board of Directors hereunder, provided, however, decisions relating to medical and clinical practice at the Hospital shall be made exclusively by the qualified medical personnel of the Hospital under the direction of a member of the Hospital's medical staff.
View SourceView Similar (2)
GENERAL AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members and subject to Section 5.2 below, the Board of Directors shall have complete authority and exclusive control over the management of the business and affairs of the Company. No Member has the actual or apparent authority to cause the Company to become bound in any contract, agreement or obligation, and no Member shall take any action purporting to be on behalf of the Company. No Manager or Director shall cause the Company to become bound to any contract, agreement or obligation, and no Manager shall take any other action on behalf of the Company, unless such matter has received the vote, consent, approval or ratification as required pursuant to this Agreement with respect to such matter or except as provided in Section 5.2 below with respect to the authority and actions of HHBF. It is acknowledged that all decisions relating to the Hospital and medical staff bylaws and physician credentialling matters shall be handled by the Board of Directors in its capacity as the Hospital's governing body as set forth at Section 3.6. In the event a decision, approval or consent is required from the Directors appointed by the Investor Members only, it shall be deemed to have been affirmatively made if the Directors appointed by the Investor Members fail to respond to any such written request therefor within ten (10) days of notice thereof by HHBF. Notwithstanding anything in this Agreement to the contrary, all decisions and actions to be made by the Board of Directors with respect to any loan, lease or other similar financing of the development, construction or operation of the Hospital or the Company's affairs, including without limitation the decisions with respect to incurring any indebtedness or the refinancing thereof, shall be made by HHBF and shall be subject to the consent of a majority of the members of the Board of Directors appointed by the Investor Members, which consent shall not be unreasonably withheld; provided, the application of the Company's funds toward the repayment of all or a portion of any financing of the Company in excess of amounts then required to be paid (i.e., voluntary prepayments) shall be made only with the consent of the Board of Directors. The following material decisions shall be made by the Board of Directors as determined above, except as otherwise provided:
View Source

Related to GENERAL AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS

  • Purpose and Powers of the Company The Company is organized for the purpose of carrying on any lawful activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company contemplated by this Agreement.

  • Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Powers of the Company The Company shall have the power and authority to take any and all actions necessary, appropriate or advisable to or for the furtherance of the purposes set forth in Section 2.05.