Organization and Composition Sample Clauses

The 'Organization and Composition' clause defines how an entity, such as a company or committee, is structured and what its constituent parts are. It typically outlines the arrangement of departments, roles, or governing bodies, and may specify how members are appointed or replaced. This clause ensures clarity regarding the internal framework of the organization, helping to prevent disputes about authority, responsibilities, or membership.
Organization and Composition. The Participants hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Management Committee shall consist of two (2) members appointed by Ivanhoe and two (2) members appointed by Entree. Each Participant may appoint one or more alternates to act in the absence of a regular member. Any alternate so acting shall be deemed a member. Appointments by a Participant shall be made or changed by notice to the other members. The Participant which is the Manager shall designate one of its members to serve as the chair of the Management Committee.
Organization and Composition. The Participants hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Management Committee shall consist of two (2) members appointed by USI and one (1) member appointed by ▇▇▇▇▇▇. Each Participant may appoint one or more alternates to act in the absence of a regular member. Any alternate so acting shall be deemed a member. Appointments by a Participant shall be made or changed by notice to the other members. USI shall designate one of its members to serve as the chair of the Management Committee.
Organization and Composition. The Board of Directors shall initially consist of five Directors, three of whom shall be appointed by LAC (the “LAC Designees”) and two of whom shall be appointed by GM (the “GM Designees”), subject to adjustment as set forth pursuant to Sections 5.2(a)(i) and 5.2(a)(ii) below. (i) For so long as any Member holds a majority of the Proportionate Interests, such Member shall be entitled to appoint such number of Directors that would result in the minimum number of Directors necessary for such Member to hold a majority of the Board of Directors. Neither LAC nor GM shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 10%. (ii) Each Member admitted after the funding of the Initial Capital Contributions with a Proportionate Interest equal to or greater than 20% shall be entitled to appoint one Director. No such Member shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 20%. (iii) If at any time a Member’s Proportionate Interest decreases such that the number of such Member’s appointees then in office as Directors exceeds the number of Directors that such Member is entitled to appoint, a sufficient number of Directors appointed by it shall be automatically removed as a Director so that the number of Directors appointed by that Member equals the number of Directors that such Member is entitled to appoint. (iv) Each Member may remove any Director appointed by it at any time with or without cause, effective upon written notice to Company by the appointing Member and, following any such removal, the appointing Member may appoint another Director (to the extent such appointing Member is otherwise entitled to do so in accordance with this Section 5.2). (v) The Company and Members may not appoint or remove Directors except in accordance with the appointment rights provided by this Section 5.2. (vi) Each Director appointed pursuant to this Section shall be an individual who is an employee of its appointing Member or such Member’s Controlled Affiliates and is qualified to act as a Director under all applicable Legal Requirements, but shall not be required to be a Member of the Company. (vii) Each Director may provide its appointing Member with any information acquired by the Director in their capacity as a Director of the Company.
Organization and Composition. The Members hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. Except in the case of an emergency as provided for in Section 10.8, all Programs, Budgets, Project Financings and other significant matters concerning the Operations will be subject to the supervision of the Management Committee. The Management Committee shall consist of one (1) member appointed by TSHI and one (1) member appointed by TSVLP. Each Member may appoint one or more alternates to act in the absence of a regular member. Any alternate so acting shall be deemed a member. Appointments shall be made or changed by notice to the other Member and to the Manager.
Organization and Composition. The Members hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement and to make all decisions in respect of Mining Operations. The Management Committee shall consist of one representative appointed by Yellowcake and one representative appointed by Strathmore. Each Member may appoint one alternate to act in the absence of a regular representative. Any alternate so acting shall be deemed a representative. Appointments by a Member shall be made or changed by notice to the other Members.
Organization and Composition. Upon execution of this Agreement, the Participants shall establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Management Committee shall initially consist of two (2) members appointed by NJMC and one (1) member appointed by UMS. These may change through majority vote of the Participants. Each Participant may appoint one or more alternates to act and vote in the absence of a regular member. Any alternate so acting shall be deemed a member. Appointments shall be made or changed by prior written Notice to the other Participant.
Organization and Composition. 16 7.2. DECISIONS............................................................................................17 7.3. MEETINGS.............................................................................................17 7.4. ACTION WITHOUT MEETING...............................................................................17 7.5.
Organization and Composition. The Members hereby establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Management Committee shall consist of two (2) members appointed by SMMI and two (2) members appointed by ISGC. Each Member may appoint one or more alternates to act in the absence of a regular member. Any alternate so acting shall be deemed a member of the Management Committee for the duration of such appointment. Appointments by a Member shall be made or changed by notice to the other Members. ISGC shall designate one of its Members to serve as the chair of the Management Committee.
Organization and Composition. The Members hereby establish a committee (the "Management Committee") consisting of three representatives ("Representatives"), of which (i) two (2) Representatives shall be appointed by IGLD, and (ii) one (1) Representative shall be appointed by AGEI. A Representative of the Member that holds greater than fifty percent (50%) of the Interests of the Members shall serve as the chair of the Management Committee. Each Member may appoint one or more alternate Representatives to act in the absence of a regular Representative. Appointments of Representatives may be made or changed at any time by notice to the other Member. Representatives shall not be considered managers under the Act, but derive all of their right, power and authority from the Members. No Member or Representative shall have the power to bind the Company or to execute documents and instruments on behalf of the Company, unless such Member or Representative also is a Manager or officer or such power and authority has been delegated by the Manager to such Member or Representative, and then only in that capacity.
Organization and Composition. Within 30 days after the execution of this Agreement, the Participants by notice to each other of their respective appointed members shall establish a Management Committee to determine overall policies, objectives, procedures, methods and actions under this Agreement. The Management Committee shall consist of one member appointed by each Participant. Each Participant may appoint one or more alternates to act in the absence of a regular member. Any alternate so acting shall be deemed a member. Appointments shall be made or changed by notice to the other Participant.