Powers and Duties of the Board of Directors. 11.1 The Board of Directors of the Agency shall have the following powers and duties: (a) The Board of Directors shall appoint an Executive Director and any other officers as appropriate; (b) The Board of Directors shall determine and select a Joint Protection Program for the Agency; (c) The Board of Directors shall determine and select all coverage, including excess insurance (if available), necessary to carry out the Joint Protection Program of the Agency; (d) The Board of Directors shall have authority to contract for or develop various services for the Agency, including claims adjusting, legal services, loss control, and risk management consulting services; (e) The Board of Directors shall cause to be prepared the operating budget of the Agency for each fiscal year; (f) The Board of Directors shall have the authority to appoint committees; (g) The Board of Directors shall receive and act upon reports of appointed committees and the Executive Director; (h) The Board of Directors shall have the power to hire such persons as the Board deems necessary for the administration of the Agency, including the “borrowing” of employees from one or more of the Members, subject to the approval of the Member. Any Member whose employee is so “borrowed” according to this provision shall be reimbursed by the Agency for that employee’s time spent or services rendered on behalf of the Agency; (i) The Board of Directors shall have the general supervisory and policy control over the day-to-day decisions and administrative activities of the Executive Director of the Agency; (j) The Board of Directors shall provide for the investment and disbursement of funds; (k) The Board of Directors shall receive and review periodic accountings of all funds of the Agency; (l) The Board of Directors shall have the authority to establish contributions by the Members; (m) The Board of Directors shall have the authority to establish criteria for new Members; (n) The Board of Directors shall have the authority to admit new Members on such terms and conditions as it deems appropriate; (o) The Board of Directors may establish membership standards that promote commitment to the Agency’s risk management requirements; (p) The Board of Directors shall have the authority to establish rules governing its own conduct and procedure consistent with the By-Laws; (q) The Board of Directors shall have the authority to amend the By-Laws by a two-thirds (2/3) vote of the Board; (r) The Board of Directors shall have other powers and duties that are necessary for the operation or dissolution and winding up of the Agency and for the implementation of the By-Laws subject to the limits of this First Amended Agreement and the By-Laws. 12.1 The Board of Directors shall provide for its regular, adjourned regular, special and adjourned special meetings. Such meetings shall be conducted quarterly or as often as directed by a majority of the Board or the Chairman of the Board. The Board should hold at least one regular meeting annually. 12.2 Meetings may be conducted by telephonic or other technological means of communication in accordance with the Open and Public Meetings Act, Utah Code ▇▇▇. § 52-4- 101 et seq. 12.3 The Secretary of the Agency shall cause minutes of regular, adjourned regular, special, and adjourned special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be available to each member of the Board. 12.4 The presence of Board members entitled to cast a majority of the votes of the entire Board shall constitute a quorum for the transaction of the business, except that less than a quorum may adjourn from time to time. A majority vote of the total votes entitled to be cast by Board members shall constitute action by the Board.
Appears in 1 contract
Sources: Interlocal Agreement
Powers and Duties of the Board of Directors.
11.1 The Board of Directors of the Agency shall have the following powers and duties:
(a) The Board of Directors shall appoint an Executive Director and any other officers as appropriate;
(b) The Board of Directors shall determine and select a Joint Protection Program for the Agency;
(c) The Board of Directors shall determine and select all coverage, including excess insurance (if available), necessary to carry out the Joint Protection Program of the Agency;
(d) The Board of Directors shall have authority to contract for or develop various services for the Agency, including claims adjusting, legal services, loss control, and risk management consulting services;
(e) The Board of Directors shall cause to be prepared the operating budget of the Agency for each fiscal year;
(f) The Board of Directors shall have the authority to appoint committees;
(g) The Board of Directors shall receive and act upon reports of appointed committees and the Executive Director;
(h) The Board of Directors shall have the power to hire such persons as the Board deems necessary for the administration of the Agency, including the “borrowing” of employees from one or more of the Members, subject to the approval of the Member. Any Member whose employee is so “borrowed” according to this provision shall be reimbursed by the Agency for that employee’s time spent or services rendered on behalf of the Agency;
(i) The Board of Directors shall have the general supervisory and policy control over the day-to-day decisions and administrative activities of the Executive Director of the Agency;
(j) The Board of Directors shall provide for the investment and disbursement of funds;
(k) The Board of Directors shall receive and review periodic accountings of all funds of the Utah Risk Management Agency;
(l) The Board of Directors shall have the authority to establish contributions by the Members;
(m) The Board of Directors shall have the authority to establish criteria for new Members;
(n) The Board of Directors shall have the authority to admit new Members members on such terms and conditions as it deems appropriate;
(o) The Board of Directors may establish membership standards that promote commitment to the Agency’s risk management requirements;
(p) The Board of Directors shall have the authority to establish rules governing its own conduct and procedure consistent with the By-Laws;
(q) The Board of Directors shall have the authority to amend the By-Laws by a two-thirds (2/3) vote of the Board;
(r) The Board of Directors shall have other powers and duties that are necessary for the operation or dissolution and winding up of the Utah Risk Management Agency and for the implementation of the By-Laws subject to the limits of this the First Amended Agreement and the By-Laws.. ARTICLES 12 (Meetings of the Board of Directors)
12.1 The Board of Directors shall provide for its regular, adjourned regular, special special, and adjourned special meetings. Such meetings shall be conducted quarterly or as often as directed by a majority of the Board or the Chairman of the Board. The Board should hold at least one regular meeting annually.
12.2 Meetings may be conducted by telephonic or other technological means of communication in accordance with the Open and Public Meetings Act, Utah Code ▇▇▇. § 52-4- 101 et seqcommunication.
12.3 The Secretary of the Agency shall cause minutes of regular, adjourned regular, special, and adjourned special meetings to be kept and shall, as soon as possible after each meeting, cause a copy of the minutes to be available to each member of the Board.
12.4 The presence of Board members Members entitled to cast a majority of the votes of the entire Board shall constitute a quorum for the transaction of the business, except that less than a quorum may adjourn from time to time. A majority vote of the total votes entitled to be cast by Board members shall constitute action by the Board.than
Appears in 1 contract
Sources: Interlocal Agreement
Powers and Duties of the Board of Directors. 11.1 The 21.1 All powers and duties except those specifically reserved for other organs of the Company by law, or the Memorandum and Articles of Association and Option and Joint Venture agreement of *** and any amendments thereto, shall be vested in the Board of Directors Directors.
21.2 Without prejudice to the generality of the Agency shall have foregoing and the following quorum requirement to pass a decision, the powers and duties:
(a) The Board of Directors shall appoint an Executive Director and any other officers as appropriate;
(b) The Board of Directors shall determine and select a Joint Protection Program for the Agency;
(c) The Board of Directors shall determine and select all coverage, including excess insurance (if available), necessary to carry out the Joint Protection Program duties of the Agency;Board shall include the following.
(d) The Board of Directors shall have authority to contract for or develop various services for the Agency, including claims adjusting, legal services, loss control, and risk management consulting services;
(e) The Board of Directors shall cause to be prepared the operating budget of the Agency for each fiscal year;
(f) The Board of Directors shall have the authority to appoint committees;
(g) The Board of Directors shall receive and act upon reports of appointed committees and the Executive Director;
(h) The Board of Directors shall have the power to hire such persons as the Board deems necessary for the administration of the Agency, including the “borrowing” of employees from one or more of the Members, subject to the approval of the Member. Any Member whose employee is so “borrowed” according to this provision shall be reimbursed by the Agency for that employee’s time spent or services rendered a. Act on behalf of the AgencyGeneral Meeting of the Shareholders in all matters and represent same with respect to third parties;
(i) The Board of Directors shall have b. Manage the general supervisory operations and policy control over the day-to-day decisions and administrative activities organization of the Executive Director Company and decide on all matters that affect the interest of the AgencyCompany;
(j) The Board c. Approve the appointment, transfer and dismissal of Directors shall provide for the investment and disbursement of funds;
(k) The Board of Directors shall receive and review periodic accountings of all funds of the Agency;
(l) The Board of Directors shall have the authority to establish contributions by the Members;
(m) The Board of Directors shall have the authority to establish criteria for new Members;
(n) The Board of Directors shall have the authority to admit new Members on such terms and conditions as it deems appropriate;
(o) The Board of Directors may establish membership standards that promote commitment to the Agency’s risk management requirements;
(p) The Board of Directors shall have the authority to establish rules governing its own conduct and procedure consistent with the By-Laws;
(q) The Board of Directors shall have the authority to amend the By-Laws by a two-thirds (2/3) vote of the Board;
(r) The Board of Directors shall have other powers and duties that are necessary for the operation or dissolution and winding up of the Agency and for the implementation of the By-Laws subject to the limits of this First Amended Agreement and the By-Laws.
12.1 The Board of Directors shall provide for its regulardepartment heads, adjourned regular, special and adjourned special meetings. Such meetings shall be conducted quarterly or as often as directed by a majority secretary of the Board or the Chairman and agents of the Board. The Board should hold at least one regular meeting annuallyCompany upon the recommendation of the General Manager and fix their remuneration;
d. To set up any reserve funds required by law or others and decide on their utilization, upon approval by the General Meeting of shareholders;
e. Ensure the preparation of annual, quarterly, extraordinary consolidated financial statements /audited and un-audited/ and submit the same to the General Meeting.
12.2 Meetings may f. Convene the Shareholders’ Meeting and be conducted by telephonic or other technological means present at the meeting to ensure the due conduct of communication in accordance with the Open and Public Meetings Act, Utah Code ▇▇▇. § 52-4- 101 et seqmeeting.
12.3 The Secretary g. Prepare and submit the proposal on issues pertaining to division, merger, liquidation or dissolution of the Agency shall cause minutes Company and opening of regularbranches;
h. To prepare and submit proposals on profit distribution and the amount and form of dividends;
i. Prepare and submit the revised, adjourned regular, special, expansion business plan and adjourned special meetings to be kept and shall, as soon as possible after each meeting, cause a copy annual budget of the minutes to be available to each member Company for approval by the Shareholders Meeting.
j. Approve the principles and policies for internal control systems, the organizational structure of the Board.
12.4 The presence of Board members entitled to cast a majority Company and any changes thereto and control the operation of the votes Company;
k. To ensure that accounting, business books and regular records of the entire management and Board shall constitute a quorum for meetings are properly kept;
l. To submit annual reports on the transaction operations including financial reports and performance of the business, except that less than a quorum may adjourn from time to time. A majority vote Company and implement the resolutions of the total votes entitled to be cast shareholders’ meeting;
m. Discharge all other duties and assume responsibilities required by Board members shall constitute action by Article 362 and 363 of the BoardCommercial Code of Ethiopia, including taking all steps necessary for achieving the business objectives of the Company.
Appears in 1 contract
Powers and Duties of the Board of Directors. 11.1 The Board of Directors of the Agency shall have the following powers and duties:
(a) The Board of Directors shall appoint an Executive Director and any other officers as appropriate;
(b) The Board of Directors shall determine and select a Joint Protection Program for the Agency;
(c) The Board of Directors shall determine and select all coverage, including excess insurance (if available), necessary to carry out the Joint Protection Program of the Agency;
(d) Section 1. The Board of Directors shall have authority the power to contract for or develop various services for administer the Agency, including claims adjusting, legal services, loss control, Fund and risk management consulting services;
(e) The Board to administer and maintain the Plans in effect. A schedule of Directors shall cause benefits and a statement of the basis on which Health and Welfare Benefits are to be prepared the operating budget of the Agency paid shall be described in writing for each fiscal year;
(f) Plan. The Board of Directors shall have the authority to appoint committees;design alternative benefit plans and schedules of benefits and may at any time, upon reasonable notice, amend the Plan(s). In addition, the Board of Directors may amend or modify the existing Health and Welfare Plans when the contributions to the fund and reserves of the Fund are insufficient to maintain the Plans selected by the parties at the time of negotiation, provided that such action shall not be taken until after the Districts and
(g) Section 2. The Board of Directors shall receive enter into an agreement with a Custodial Agent for the purpose of receiving, holding and act upon reports disbursing the assets of appointed committees the Fund.
Section 3. In furtherance of the administration of the Fund and Plans, the Executive DirectorDirectors shall use the authority of their office:
a. To enter into or direct negotiations with health care providers in order to obtain the lowest cost to provide the benefits for all eligible participants of each individual Plan. All contribution levels, plans of benefits, and eligibility rules shall be established by the Board of Directors;
(h) b. To coordinate with other similar Trust Funds the utilization of accounting, legal, investment, consulting and administrative services;
c. To entertain bids for the procurement of insurance policies, and at all times endeavor to provide the benefits for the least cost to the Fund;
d. To coordinate with other similar Trust Funds to provide any of the benefits specified in a Plan;
e. To provide to the negotiating parties cost estimates concerning existing schedules of eligibility and benefits or any alternative eligibility and benefit specification requested by either of the parties.
Section 4. The Board of Directors shall have the power to hire such persons as demand and enforce the Board deems necessary for the administration prompt payment of the Agency, including the “borrowing” of employees from one or more of the Members, subject Contributions to the approval of the Member. Any Member whose employee is so “borrowed” according to this provision shall be reimbursed Fund, as specified by the Agency for that employee’s time spent Participation Agreements or services rendered on behalf of the Agency;
(i) The Board of Directors shall have the general supervisory and policy control over the day-to-day decisions and administrative activities of the Executive Director of the Agency;
(j) The Board of Directors shall provide for the investment and disbursement of funds;
(k) The Board of Directors shall receive and review periodic accountings of all funds of the Agency;
(l) The Board of Directors shall have the authority to establish any other written agreement requiring contributions by the Members;
(m) The Board of Directors shall have the authority to establish criteria for new Members;
(n) The Board of Directors shall have the authority to admit new Members on such terms and conditions as it deems appropriate;
(o) The Board of Directors may establish membership standards that promote commitment to the Agency’s risk management requirements;
(p) The Board of Directors shall have the authority to establish rules governing its own conduct and procedure consistent with the By-Laws;
(q) The Board of Directors shall have the authority to amend the By-Laws by a two-thirds (2/3) vote of the Board;
(r) The Board of Directors shall have other powers and duties that are necessary for the operation or dissolution and winding up of the Agency and for the implementation of the By-Laws subject to the limits of this First Amended Agreement and the By-Laws.
12.1 The Board of Directors shall provide for its regular, adjourned regular, special and adjourned special meetings. Such meetings shall be conducted quarterly or as often as directed by a majority of the Board or the Chairman of the Board. The Board should hold at least one regular meeting annually.
12.2 Meetings may be conducted by telephonic or other technological means of communication in accordance with the Open and Public Meetings Act, Utah Code ▇▇▇. § 52-4- 101 et seq.
12.3 The Secretary of the Agency shall cause minutes of regular, adjourned regular, specialFund, and adjourned special meetings to be kept delinquent payments, liquidated damages as provided in Section 3 of Article III, and shall, interest as soon as possible after each meeting, cause a copy provided in Section 4 of the minutes to be available to each member of the Board.
12.4 The presence of Board members entitled to cast a majority of the votes of the entire Board shall constitute a quorum for the transaction of the business, except that less than a quorum may adjourn from time to time. A majority vote of the total votes entitled to be cast by Board members shall constitute action by the Board.Article
Appears in 1 contract
Sources: Trust Agreement