PROCEDURES OF THE BOARD Clause Samples

PROCEDURES OF THE BOARD. (1) The Board shall elect one member except the Director as Chairperson. The normal term of the Chairperson shall be three years. The Board may re-elect its Chairperson for a second term. (2) The Board shall also elect a Vice-Chairperson, a Secretary and a Treasurer. The normal terms of these officers shall be three years. They are eligible for re-election. (3) The Board shall meet at least once annually. (4) The Board shall adopt its own rules of procedure. (5) The majority of the members shall constitute a quorum for Board meetings. (6) Staggered terms may be applied to the members who hold Board officer positions to exceed their normal terms as officers under a circumstance where more than two officers are exiting the Board in the same year. The Board may determine the staggered terms before or on the expiration of the normal terms of the officers. Notwithstanding Paragraph 2 of Article IX, the officers’ terms as members of the Board may be extended to the expiration of the staggered terms. However, the staggered terms shall not exceed three years.
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PROCEDURES OF THE BOARD. 1. The Board shall hold two regular meetings each year and may hold such other meetings as the Board considers necessary. 2. The Board shall elect a Chairman and one Vice-Chairman at its first regular annual meeting. 3. Each member of the Board shall have one vote. 4. A simple majority of the members of the Board shall constitute the quorum for any meeting of the Board. 5. Subject to paragraph 6 of this Article the Board shall take decisions by consensus. A proposal shall be deemed to have been adopted by consensus if no member of the Board raised a formal objection against it during the meeting. 6. Where the Chairman of the Board determines that a decision cannot be reached by consensus, the Chairman shall submit the matter to a vote. In such a case the Board shall take its decision by a majority of two-thirds of its members. 7. Subject to this Agreement, the Board may adopt its own rules of procedure.
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PROCEDURES OF THE BOARD. 1. The Board shall elect one member except the Director as Chairperson. The normal term of the Chairperson shall be three years. The Board may re-elect its Chairperson for a second term. 2. The Board shall also elect a Vice-Chairperson, a Secretary and a Treasurer. The normal term of these officers shall be three years. They are eligible for re-election. 3. The Board shall meet at least once annually. 4. The Board shall adopt its own rules of procedure. 5. A majority of the members shall constitute a quorum for Board meetings.
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PROCEDURES OF THE BOARD. (a) Subject to Applicable Law, the Board shall meet at least once every quarter of each Financial Year and at least 4 (four) times every Financial Year, subject to an annual schedule and confirmation of the date of the next Board meeting at the previous Board meeting. (b) Written notice of each meeting of the Board shall be given to all the Directors and their alternates, if any. Written notice of each meeting of a committee of the Board shall be given to all Directors on that committee and their alternates, if any. Written notice of a meeting under this Section 2.06(b) shall be sent to the address notified from time to time by the Directors and their alternates, if any, at least twenty-one (21) days in advance of such meeting; provided that where, exceptionally, the Board or a committee of the Board is required to make a decision in circumstances in which the foregoing notice requirements cannot be observed, a meeting of the Board or a committee of the Board may be convened at shorter notice in accordance with the provisions of the Act and with consent of a majority of the Directors on the Board or on such committee, including each of the Nominee Directors, if appointed (in the case of a meeting of a committee, if each such Nominee Director has been appointed to such committee). Provided further that none of the matters listed at Section 2.10, may be discussed or decided upon by the Board at any meeting unless, the same has already been approved in accordance with Section 2.10, which decision shall be binding on the Board. (c) An agenda setting out in detail the items of business proposed to be transacted at a meeting of the Board together with necessary information and supporting documents shall be circulated to each of the Directors and their alternates, if any. An agenda setting out in detail the items of business proposed to be transacted at a meeting of a committee of the Board together with necessary information and supporting documents shall be circulated to each of the Directors on that committee and their alternates, if any. The agenda, information and documents shall be circulated at least twenty-one (21) days prior to the date of the relevant meeting; provided that where, exceptionally, the Board or a committee of the Board is required to make a decision in circumstances in which the foregoing notice requirements cannot be observed, such requirement to circulate agenda information and documents may be waived subject to Applicable Law and with t...
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PROCEDURES OF THE BOARD. 1. The Board shall hold two regular meetings each year and may hold such other meetings as the Board considers necessary. 2. The Board shall elect a Chairman and one Vice-Chairman at its first regular annual meeting. 3. Each member of the Board shall have one vote. 4. A simple majority of the members of the Board shall constitute the quorum for any meeting of the Board. 5. Subject to paragraph 6 of this Article the Board shall take decisions by consensus. A proposal shall be deemed to have been adopted by consensus if no member of the Board raised a formal objection against it during the meeting.
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PROCEDURES OF THE BOARD. 1. Voting by the Board of Trustees is regulated as follows: a. Each member of the Board has one vote, except the Director General who has no vote; b. The Chairperson of the Board has a casting vote; and c. Every effort shall be expended to reach decisions by way of consensus. In the event that it is not possible to reach a consensus on a particular matter, a decision on it will be reached by a simple majority of voting members, except if another majority is provided for in this Agreement. 2. The Board shall elect one member as Chairperson from among the Trustees, excluding the Director General. The term of the Chairperson shall be three years. The Board may re-elect that member as Chairperson for a second term. The Trustee appointed by the Government of the Host State shall be the Co-Chair of the Board. 3. The Board shall meet at least once annually. Between its meetings, the Board may take decisions by mail, electronic mail, facsimile or other means of telecommunications. 4. The Board shall adopt its own rules of procedure, subject to this Agreement. 5. A majority of Trustees shall constitute a quorum for Board meetings.
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Related to PROCEDURES OF THE BOARD

  • Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.

  • Committees of the Board The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees, each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary.

  • Quorum; Acts of the Board At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.