Selection of the Board Clause Samples

The 'Selection of the Board' clause defines the process and criteria for appointing members to a company's board of directors. Typically, it outlines who has the authority to nominate or elect directors, the number of board seats, and any special rights certain shareholders or stakeholders may have in the selection process. For example, major investors might be granted the right to appoint a specific number of directors, or there may be provisions for independent directors. This clause ensures a clear and agreed-upon method for board composition, helping to prevent disputes and maintain balanced governance within the organization.
Selection of the Board. The party initiating the Interest Arbitration process concerning outstanding issues shall provide the other party with the name of its appointee to the Board of Arbitration in writing. The recipient of the notice shall, within fourteen (14) calendar days, inform the other party of the name of its appointee to the Board of Arbitration. The two appointees so selected shall, within fourteen (14) calendar days of their appointment, appoint a third person who shall be the Chair.
View SourceView Similar (12)
Selection of the Board. The party initiating the Interest Arbitration process concerning outstanding issues shall provide the other party with the name of its appointee to the Board of Arbitration in writing. The recipient of the notice shall, within fourteen (14) calendar days, inform the other party of the name of its appointee to the Board of Arbitration. The two appointees so selected shall, within fourteen (14) calendar days of their appointment, appoint a third person who shall be the Chair. MinisterialAppointment of Chair If the recipient of the notice fails to appoint a member, or if the two appointees fail to agree upon a Chair within the time limits prescribed in Clause above, either of the members may, on not less than two
View SourceView Similar (2)
Selection of the Board of Directors and Plans to Maintain Continuity with Organizing Group's Vision Candidates for the Board of Directors will be considered and selected based upon their skills, knowledge and expertise to assist the School in achieving its mission. It is anticipated that Board members will have a strong concern for the School's mission and will be selected for their practical qualifications and expertise, including managerial, technical and financial skills. Other qualifications anticipated include recognition as community leaders, recognized credibility and integrity, and the ability to inspire confidence within the community for the success of the School. School employees may not serve as voting members on the board of directors. A Governing Board member may not be an employee of the School while serving on the Governing Board.
View Source
Selection of the Board. The Consortium Board of Directors shall consist of the Site Directors and Site Associate Directors for each Institution with active membership. They will be internally appointed by each Institution and shall represent the Institution in all affairs related to the Consortium. The Steering Committee Chairperson shall serve as Chairperson of the Board. Each Member shall be entitled to one vote on the Board of Directors. 23.1.3.1 Board membership will have no term limits. Each Member is responsible for designating the Site Director, and if desired a site Associate Director, to represent them on the Board. Board responsibility and voting procedures 23.1.4.1 The Board will review and approve Studies to be conducted by ▇▇▇▇▇▇▇▇. 23.1.4.2 The Board will review study results and conclusions prior to presentation and publication. 23.1.4.3 The Board will approve new Consortium resolutions and any amendments to the Consortium Agreement. 23.1.4.4 The approvals shall be made by a simple majority; (50% +1 vote) of the votes (directly or remotely) will be required for approvals. Remote votes may be submitted to the National Coordinator or Chairperson. 23.1.4.5 The Chairperson will vote as a representative of his/her Institution if he/she is also the Site Director for that Institution. Board Meeting Frequency 23.1.5.1 At least three (3) times per calendar year. Page26 23.1.5.2 At least one of the three (3) meetings shall be a face-to-face meeting.
View Source

Related to Selection of the Board

  • Decision of the Board The decision of the majority shall be the decision of the Board. Where there is no majority decision, the decision of the Chairperson shall be the decision of the Board. The decision of the Board of Arbitration shall be final, binding and enforceable on all parties, and may not be changed. The Board of Arbitration shall not have the power to change this Agreement or to alter, modify or amend any of its provisions. However, the Board shall have the power to dispose of a grievance by any arrangement which it deems just and equitable.

  • Composition of the Board At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

  • 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.

  • Composition of the Committee The Committee will comprise: - one (1) retiree appointed by OPSEU CAAT Academic - one (1) retiree appointed by OPSEU CAAT Support - one (1) retiree appointed by the Ontario Colleges Administrative Staff Association (OCASA) - three (3) management representatives appointed by the Council - one (1) resource person appointed by OPSEU - one (1) resource person appointed by OCASA - one (1) resource person appointed by the Council Additionally, when necessary, representatives of insurance carriers shall attend meetings to provide information but shall not act as resource persons for any of the parties.

  • 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.