Nomination and Election of Members of the Board Sample Clauses

The 'Nomination and Election of Members of the Board' clause outlines the procedures and requirements for selecting individuals to serve on a company's board of directors. Typically, this clause specifies who is eligible to nominate candidates, the process and timeline for submitting nominations, and the method by which board members are elected, such as by shareholder vote at an annual meeting. Its core function is to ensure a transparent and orderly process for board appointments, thereby promoting fair representation and effective corporate governance.
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Nomination and Election of Members of the Board. The initial members of the Board who shall serve until the Closing Time (the "Pre-Closing Board") shall be appointed by the Director of the Department of Insurance and the Attorney General of the State of Missouri. Of the initial members of the Board who shall serve from and after the Closing Time (the "Post-Closing Board"), ten (10) Directors shall be appointed by the Governor and five (5) Directors shall be appointed by the Attorney General. These appointments shall be made from a slate of thirty-five (35) nominees, each of whom shall be qualified to serve as a Director, that will provided by the Nominating Committee pursuant to Section 5.1.4. Either the Governor or the Attorney General may reject names from the slate due to a conflict of interest or as being unqualified to serve as Directors under Section 4.2.4, and the Nominating Committee shall replace those names on the slate with new, qualified nominees. Each year subsequent to the appointment of the initial members of the Post-Closing Board at the annual meeting of the Board, or at a special meeting of the Board called for the purpose of filling one or more specified Board vacancies, that number of directors equal to the number of directors of the class whose terms expire at the end of such meeting (or, in the case of a special meeting to fill one or more vacancies, that number of directors equal to the number of specified vacancies) shall be elected by the Board from among the persons nominated by the Community Advisory Committee in accordance with Section 5.1.6, to hold office for the terms as provided in Section 4.2.3. b. Article 4, Section 4.2.4(b), shall be amended by deleting the introductory phrase "Each Director must have expertise and education in one or more of the following area:" and inserting in its place the following phrase "Each Director must have expertise, education, and/or experience in one or more of the following areas:" c. A new section shall be added in Article 5, which shall be designated Section 5.1.5 and shall provide:
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Nomination and Election of Members of the Board. 3 4.2.3 Tenure for Members of the Board 4 4.2.4 Qualifications of Directors 5 4.3 Resignations and Removal 6 4.4 Vacancies 6 4.5 Policy of Open Records and Meetings: 7 4.6 Annual and Regular Meetings 7 4.7 Special Meetings 7 4.8 Notice, Waiver 7 4.9 Quorum 8 4.10 Manner of Acting 8 4.10.1 Formal Action by Board 8 4.10.2 Informal Action by the Board 8 4.10.3 Telephonic Meeting 8 4.11 Compensation and Immunity of Members of the Board 8 4.12 Standard of Care 9 ARTICLE 5.
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Nomination and Election of Members of the Board. The initial members of the Board who shall serve until the Closing Time (the "Pre-Closing Board") shall be appointed by the Attorney General of the State of Missouri. Of the initial members of the Board who shall serve from and after the Closing Time (the "Post-Closing Board"), ten (10) Directors shall be appointed by the Governor and five (5) Directors shall be appointed by the Attorney General. Each year subsequent to the appointment of the initial members of the Post-Closing Board at the annual meeting of the Board, or at a special meeting of the Board called for the purpose of filling one or more specified Board vacancies, that number of directors equal to the number of directors of the class whose terms expire at the end of such meeting (or, in the case of a special meeting to fill one or more vacancies, that number of directors equal to the number of specified vacancies) shall be elected by the Board from among the persons nominated by the Community Advisory Committee in accordance with Section 5.1.5, to hold office for the terms as provided in Section 4.2.3.
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Related to Nomination and Election of Members of the Board

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Election of Directors The holders of record of the shares of Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation; provided, however, that, at any time there are any shares of Series A-1 Preferred Stock issued and outstanding, in lieu of the holders of record of the shares of Preferred Stock, the holders of record of shares of Series A-1 Preferred Stock shall be entitled to elect three (3) directors of the Corporation (the “Preferred Directors”); provided, further, that for administrative convenience, the initial Preferred Directors may also be appointed by the Board of Directors in connection with the approval of the initial issuance of Preferred Stock without a separate action by the holders of Preferred Stock. Any director elected as provided in the preceding sentences may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of any class or series of stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 4.2, then any directorship not so filled shall remain vacant until such time as the holders of such series or class of stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, on an as converted basis, shall be entitled to elect the balance of the total number of directors of the Corporation by vote of a majority of such shares. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 4.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 4.2.

  • Term and Election The Board of Trustees shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of trustees constituting the entire Board of Trustees. Within the limits above specified, the number of the Trustees in each class shall be determined by resolution of the Board of Trustees. The term of office of the first class shall expire on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. The term of office of the second class shall expire on the date of the second annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. The term of office of the third class shall expire on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. Upon expiration of the term of office of each class as set forth above, the number of Trustees in such class, as determined by the Board of Trustees, shall be elected for a term expiring on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following such expiration to succeed the Trustees whose terms of office expire. The Trustees shall be elected at an annual meeting of the Shareholders or special meeting in lieu thereof called for that purpose, except as provided in Section 2.3 of this Article and each Trustee elected shall hold office until his or her successor shall have been elected and shall have qualified. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office, or removal, of a Trustee.

  • Determination and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares or any other securities of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including without limitation, the right and power to (i) interpret the provisions of this Agreement, and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Powers of Members Pursuant to Section ▇▇-▇▇-▇▇▇ of the Act, the Members are authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.