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.
Governing Board The School shall be governed by a board (the “Charter Board”) in a manner that is consistent with the terms of this Certificate so long as such provisions are in accordance with state, federal, and local law. The Charter Board shall have final authority and responsibility for the academic, financial, and organizational performance of the School. The Charter Board shall also have authority for and be responsible for policy and operational decisions of the School, although nothing herein shall prevent the Charter Board from delegating decision-making authority for policy and operational decisions to officers, employees and agents of the School, as well as third party management providers.
Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.
The Board of Directors 17. The Board of Directors, Appointment and Dismissal of Directors 17.1. The Board of Directors shall consist of up to five (5) directors, which will be appointed as follows: 17.1.1. For as long as L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold at least the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold, L C▇▇▇▇▇▇▇▇ shall have the right to appoint two (2) directors to the Board of Directors; provided, however, that in the event that L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold below the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold but collectively more than 30% of the L C▇▇▇▇▇▇▇▇ SPA Shares, L C▇▇▇▇▇▇▇▇ shall have the right to appoint one (1) director to the Board of Directors (each appointee of L C▇▇▇▇▇▇▇▇ shall be referred to as a “L C▇▇▇▇▇▇▇▇ Director” and collectively as the “L C▇▇▇▇▇▇▇▇ Directors”). The L C▇▇▇▇▇▇▇▇ Directors shall not be a legal or financial adviser of L C▇▇▇▇▇▇▇▇ or its Affiliates; provided, however, that, individuals employed by L C▇▇▇▇▇▇▇▇ or its Affiliates, including those in a legal or financing role, will not be restricted from serving as L C▇▇▇▇▇▇▇▇ Directors. The Company shall cause each of its Subsidiaries to maintain the same Board of Directors structure with the same representation of the Shareholders, to the extent permitted by applicable law of the jurisdiction in which such Subsidiary is formed. 17.1.2. O▇▇▇ ▇▇▇▇▇ and their Permitted Transferees, acting jointly, shall have the right to appoint three (3) directors to the Board of Directors, one of whom shall serve as the chairman of the Board of Directors (the “Chairman”). For so long as O▇▇▇ ▇▇▇▇▇▇▇▇ controls OS Investments, O▇▇▇ ▇▇▇▇▇ shall appoint O▇▇▇ ▇▇▇▇▇▇▇▇ as one of its directors and H▇▇▇▇▇▇▇ shall serve as Chairman. 17.2. A Shareholder that is entitled to appoint a Director to the Board of Directors shall be entitled to dismiss or replace such Director. Appointment, dismissal and replacement of a Director shall be effected by furnishing a Written notification to the Company, signed by the Shareholder entitled to effect such appointment, replacement or removal, and shall become effective on the date fixed in the notice or upon receipt of the notice by the Company, whichever is later. 17.3. All notices of meetings of the Board of Directors shall state the date, time and place of the meeting, and the nature of business proposed to be transacted thereat, and shall be given to all Directors in writing sent by electronic mail or by overnight courier. Notices of meeting of the Board of Directors shall be dispatched to all Directors not less than seven (7) days before the proposed date for such meeting, unless all the Directors agree In Writing to a shorter notice period. Notwithstanding the foregoing, in the event that the Chairman determines that there is an urgent material matter that requires action by the Board of Directors, a notice of the meeting of the Board of Directors may be dispatched to all Directors not less than twenty-four (24) hours before the Board of Directors meeting. 17.4. If a Director has appointed an Alternate Director (as defined below) for himself, notice shall be provided both to the Director and to the Alternate Director. Notice to a Director which is a corporation shall be delivered to the Corporate Representative. 17.5. The details of a Director, Alternate Director or Corporate Representative appearing in the Register of Directors which the Company maintains or which have been notified to the Company In Writing together with a request that these details be used for the purposes of delivery of notices, shall be the address and other details of the Director for the purposes of delivery of notices to him. 17.6. Any member of the Board of Directors may participate and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The attendance of any Director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting. Notwithstanding the nature of the business set forth on the applicable notice, the Directors may transact business at a Board of Directors meeting other than as set out in the applicable notice of meeting delivered to the Directors. The Board of Directors shall meet at least bi-annually and at such other times as determined by the Chairman or pursuant to applicable law and, to the extent possible, the Directors will consult with each other regarding the scheduling of Board of Directors meetings. 17.7. The quorum required to commence a meeting of the Board of Directors shall be a majority of the members of the Board of Directors then serving (provided that at least one of whom will be an L C▇▇▇▇▇▇▇▇ Director). If a quorum is not present at a meeting of the Board of Directors within thirty (30) minutes of the time set for such meeting, the meeting shall be adjourned and postponed to the same time three (3) days thereafter. If a quorum is not present at such reconvened meeting of the Board of Directors within thirty (30) minutes of the time set for such reconvened meeting, such reconvened meeting shall again be adjourned and postponed to the same time three (3) days thereafter. At any such second reconvened meeting (and only at such meeting), a majority of the Directors then serving shall constitute quorum, irrespective of whether an L C▇▇▇▇▇▇▇▇ Director is represented at such second reconvened meeting. 17.8. Subject to the provisions of Article 22 (Protective Covenants) hereof: (a) the Board of Directors may take action upon a majority of the votes of the members of the Board of Directors present at a meeting of the Board of Directors at which quorum as provided in Article 18.7 is present, and (b) each member of the Board of Directors shall have one (1) vote at all meetings of the Board of Directors attended by him or her; provided, however, that (x) O▇▇▇ ▇▇▇▇▇▇▇▇, for the period he is a Director, shall have such number of additional votes (in addition to his own vote) that equals to the number of the Directors that O▇▇▇ ▇▇▇▇▇ is entitled to appoint, but has failed to so appoint at that time (and/or that O▇▇▇ ▇▇▇▇▇ has appointed, but who failed to attend the relevant meeting) and (y) to the extent L C▇▇▇▇▇▇▇▇ is entitled to appoint two Directors pursuant to Section18.1.1, any L C▇▇▇▇▇▇▇▇ director who is appointed shall be entitled to an additional vote in the event the second L C▇▇▇▇▇▇▇▇ Director has not been appointed (or that has been appointed, but failed to attend the relevant meeting). 17.9. The Company shall reimburse the Directors for their respective reasonable out-of-pocket expenses incurred in attending Board of Directors meetings or meetings of Board of Directors committees, promptly upon presentation of receipts. Subject to the foregoing, Directors shall not be entitled to any per-diem or other remuneration in connection with their service on the Board of Directors. 17.10. Subject to the provisions of any law, a Director who has ceased to serve as Director is eligible to be re-appointed. 17.11. Subject to the provisions of any law, the office of a Director shall be vacated (including the office of an Alternate Director and a Corporate Representative) automatically in each of the following events: (a) upon his death; (b) if he is declared to be legally incompetent; (c) if he is declared bankrupt, or if the Director is a corporation, if a liquidator, receiver, special manager or trustee (in each case temporary or permanent) is appointed for the corporation or its assets within the context of a creditors scheme of arrangement or an order of stay of proceedings; (d) if he resigns from office by written notice to the Company, the Chairman or the Board of Directors, in which case the office of the Director shall be vacated on the date of service of notice or at such later date specified in the notice; (e) if his term of office has terminated in accordance with the provisions of these Articles; (f) if the Director is convicted in a final judgment of an offence of a nature which disqualifies a person from serving as a company director; or (g) if a court of competent jurisdiction decides to terminate his office in a decision or judgment for which no stay of enforcement granted.
School Board Any reference to School Board or District in this Agreement shall mean the District and/or its designated officials.