POWERS AND DUTIES OF THE BOARD Sample Clauses
The "Powers and Duties of the Board" clause defines the authority and responsibilities assigned to a company's board of directors. It typically outlines the board's ability to make key decisions, oversee management, approve budgets, and set strategic direction for the organization. For example, the board may be empowered to appoint executives, authorize major transactions, or establish company policies. This clause ensures clarity regarding the scope of the board's role, helping to prevent disputes and delineate governance within the company.
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POWERS AND DUTIES OF THE BOARD. Except as otherwise explicitly provided herein and subject to Section 10(b), the Board shall have the power on behalf and in the name of the Company to implement any and all of the objectives of the Company and to exercise any and all rights and powers the Company may possess. Without limiting the foregoing general powers and duties and except as may be expressly provided otherwise by the Member by prior written notice to the Board from time to time, the Board is hereby authorized and empowered on behalf and in the name of the Company to:
(i) direct the formulation of investment policies and strategies for the Company and select and approve the investment of Company funds;
(ii) administer, negotiate, enforce and/or oversee employee compensation, employee benefit plans and arrangements and collective bargaining agreements and negotiations;
(iii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, mutual fund and other accounts;
(iv) engage and terminate consultants, attorneys, accountants and such other agents, employees and representatives for itself and for the Company as it may deem necessary or advisable, and authorize any such agent, employee or representative to act for or on behalf of the Company;
(v) negotiate and enter into contracts or agreements with vendors, customers, partners and suppliers;
(vi) subject to its ultimate responsibility for the management of the Company, delegate any of its duties hereunder to any other person, entity or committee, and in furtherance of any such delegation, to appoint, employ, or contract with any person or entity it may in its sole discretion deem necessary or desirable for the transaction of the business of the Company, which person or entity may administer the day-to-day operations of the Company;
(vii) institute, prosecute, settle, compromise or defend any claim, proceeding, trial, hearing, or other civil or criminal activity instituted by, on behalf of or against the Company;
(viii) make any tax election or decision to be made by the Company under the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder; and
(ix) make and perform such other agreements and undertakings as may be necessary or advisable to the carrying out of any of the foregoing powers, objects or purposes.
POWERS AND DUTIES OF THE BOARD. Section 1. The powers and duties of the board shall include the powers set forth in this article.
Section 2. It shall take such action as it deems necessary and appropriate to accomplish the general purposes of the organization including the establishment of data processing and information systems, engaging in the development and implementation of the necessary programs therefor, acquiring any necessary site, purchasing any necessary supplies, equipment and machinery, employing any necessary personnel and operating and maintaining any systems for the handling of data processing and management information for the members and for others. Any of the foregoing activities, or any other activities authorized by this agreement, may be accomplished by entering into contracts, leases or other agreements with others, whenever the board shall deem this to be advisable.
Section 3. The board shall have full control and management of the affairs of LOGIS including the power to make contracts as it deems necessary to make effective any power to be exercised by LOGIS pursuant to this agreement; to provide for the prosecution and defense or other participation in actions or proceedings at law in which it may have an interest; to employ such persons as it deems necessary to accomplish its duties and powers on a full-time, part-time or consulting basis; to conduct such research and investigation as it deems necessary on any matter related to or affecting the general purposes of the organization; to acquire, hold and dispose of property both real and personal as the board deems necessary; and to contract for space, materials, supplies and personnel either with a member or with a number of members or elsewhere.
Section 4. It may establish and collect membership dues.
Section 5. It may establish and collect charges for its services to members and to others.
Section 6. It may accept gifts, apply for and use grants or loans of money or other property from the state, or any other governmental units or organizations and may enter into agreements required in connection therewith and may hold, use and dispose of such moneys or property in accordance with the terms of the gift, grant, loan or agreement relating thereto.
Section 7. It shall cause an annual independent audit of the books to be made and shall make an annual financial accounting and report in writing to the members. Its books and records shall be available for and open to examination by its members at all reasonable times...
POWERS AND DUTIES OF THE BOARD of Education; Indemnification
1. Organizing the Board after each consolidated election by electing officers and establishing its regular meeting schedule and, thereafter, taking action during lawfully called meetings to faithfully fulfill the Board's responsibilities in accordance with State and federal law.
2. Formulating, adopting, and modifying Board policies, at its sole discretion, subject only to mandatory collective bargaining agreements and State and federal law.
3. Employing a Superintendent and other personnel, making employment decisions, dismissing personnel, including determining whether an employee has willfully or negligently failed to report an instance of suspected child abuse or neglect as required by 325 ILCS 5/, and establishing an equal employment opportunity policy that prohibits unlawful discrimination.
4. Directing, through policy, the Superintendent, in his or her charge of the District's administration.
5. Approving the annual budget, tax levies, major expenditures, payment of obligations, annual audit, and other aspects of the District's financial operation; and making available a statement of financial affairs as provided in State law.
6. Entering contracts using the public bidding procedure when required.
7. Providing, constructing, controlling, and maintaining adequate physical facilities; making school buildings available for use as civil defense shelters; and establishing a resource conservation policy.
POWERS AND DUTIES OF THE BOARD. The Board shall have all the powers and duties conferred and imposed upon educational Collaborative boards by law and conferred and imposed upon it by this Agreement and such other additional powers and duties as are specified in MGL c 40, §4E, 603 CMR 50.00 and any amendments thereof, or as may be specified in any other applicable general or special law. The Board is responsible for providing fiduciary and organizational oversight and accountability over the operation of the educational Collaborative including but not limited to what follows: The Board shall: • Be vested with the authority to enter into agreements with member and non-member districts or other Collaboratives to establish mutually beneficial programs and services or pricing arrangements. • Ensure adherence to this Agreement and progress toward achieving the purpose and objectives set forth in the Agreement; determine the appropriateness and cost-effectiveness of any borrowing, loans or mortgages, consistent with Section VII C; approve all expenditures, including contracts, borrowing, and the purchase and sale of real estate; and ensure an annual report and independent financial audit for the previous fiscal year be completed annually and upon approval of the Board be submitted to the Commissioner the State Auditor and Chair of each member district no later than January 1 of each year. • Ensure the audit report is completed annually and made available on the Collaborative’s website and provided upon request. • Ensure that the Collaborative makes the annual report available on the Collaborative’s website and that the Collaborative must provide a printed hard copy of the most recent annual report to members of the public upon request. • Establish policies to support the operation of ACCEPT, and shall, from time to time, review the policies for their effectiveness and appropriateness. • Develop/ amend policies on personnel, students, finance and internal controls, and health and nursing. • Determine the amount of cumulative surplus revenue that may be held by ACCEPT at the end of a fiscal year consistent with the requirements of law and Section VII E of this Agreement; how and under what conditions surplus funds may be returned to member districts or credited to support Collaborative programs and services offered to member districts. • Appoint the Executive Director, Business Manager, and Treasurer and ensure there is segregation of duties among the Executive Director, Business Manager, and Tre...
POWERS AND DUTIES OF THE BOARD. Subject to the provisions of the Companies Act and these Bye-Laws, the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company. No alteration of these Bye-Laws and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Bye-Law 107 shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board. 108. The Board may exercise all the powers of the Company except those powers that are required by the Companies Act or these Bye-Laws to be exercised by the Shareholders.
POWERS AND DUTIES OF THE BOARD. 1. The Board shall meet as often as may be necessary to perform the general duties of the administration of the Plan or at the request of the Commissioner. Seven members of the Board shall constitute a quorum.
2. The Board shall be empowered to appoint or otherwise contract for the services of a Secretary/Manager; to budget expenses, levy assessments including preliminary assessments; disburse funds; and to establish such other rules and perform all other duties necessary or incidental to administration of the Plan. The adoption of substantive changes in pension plans or employee benefit programs shall be subject to the approval of the Members. Assessments upon Members shall be levied as described in Section VIII.
3. Annually the Secretary/Manager and Treasurer shall prepare an operating budget, which shall be subject to approval of the Board. Any contemplated expenditure in excess of or not included in the annual budget shall require prior approval of the Board.
4. The Board shall furnish to the Commissioner a written report of operations annually on or before July 1 in such form and detail as the Commissioner may determine. A copy of such report shall be furnished to all Members. *************** ARTICLES OF AGREEMENT The purpose of these Articles of Agreement is to evidence agreement by the Alabama Insurance Underwriting Association to administer the Plan of Operation.
ARTICLE I Name This organization shall be known as the Alabama Insurance Underwriting Association, an unincorporated nonprofit association.
POWERS AND DUTIES OF THE BOARD. 6.1. The powers of the Authority are vested in and exercised by the Board. The Board shall exercise its powers in accordance with the Applicable Laws in such a way as to best meet the purposes and needs of the Authority.
6.2. Unless otherwise delegated by the Board, the responsibilities of the Board include, but not be limited to:
a. Ensuring the Authority abides by the Applicable Laws and this Charter;
b. Establishing, amending, and interpreting Authority rules, regulations, and policies;
c. Monitoring whether the financial, management, and operational procedures, decisions, and controls of the Authority comply with the rules, regulations, and policies of the Authority;
d. Monitoring and taking actions to ensure the fiscal integrity of the Authority;
e. Authorizing bonds and other debt instruments of the Authority, and ensuring compliance with all requirements, covenants, and representations in such bond documents and other debt instruments.
f. Approving contracts binding on the Authority;
g. Approving engineering plans and specifications, construction plans, operations and maintenance plans, and finance plans for the Replacement Bridge; and
POWERS AND DUTIES OF THE BOARD. The Commission, acting by its duly appointed Board of Commissioners, shall as it relates to flood control, water quality, ground water recharge and water conservation or in its construction of facilities and other duties as set forth in Minnesota Laws have the powers and duties set out in this article.
POWERS AND DUTIES OF THE BOARD. Except as otherwise specifically provided herein, the Board shall have such authority, rights and powers in the management of the Company business to do any and all acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.
POWERS AND DUTIES OF THE BOARD. The parties agree and acknowledge that the Board retains and reserves unto itself all powers and duties, including the responsibility and authority to manage and direct, on behalf of the public, all of the operations and activities of the School District to the full extent provided by federal and state law and regulation.