The Board of Directors Clause Samples
The "Board of Directors" clause defines the composition, powers, and responsibilities of the company's governing body. It typically outlines how directors are appointed or removed, the number of directors, their decision-making authority, and procedures for meetings. For example, it may specify quorum requirements or voting thresholds for board actions. This clause ensures clear governance structures, delineates management oversight, and helps prevent disputes by establishing how key business decisions are made and who is authorized to make them.
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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 couri...
The Board of Directors. For purposes of this Agreement, an action or determination by "a majority of the Board of Directors" shall mean an action or determination taken in the good faith exercise of their discretion by more than half of the directors of the Company then in office, but (i) with Mr. ▇▇▇▇▇▇▇ ▇▇▇taining from such vote and (ii) excluding Mr. ▇▇▇▇▇▇▇ ▇▇▇m the count of the total number of directors then in office.
The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.
The Board of Directors. AGREES TO—
1. Assist the downtown manager in creating an annual work plan that incorporates incremental and meaningful goals related to the Main Street Approach™ to downtown revitalization: Community Transformation Strategies, Organization, Design, Promotion and Economic Vitality.
A. The work plan should include specific tasks, assignments or a point of contact for the task, related budget needs, and a timeline.
B. The work plan will serve as a strategic plan for the local program for a period of three years or less.
C. A copy of the work plan must be on file and updated with DCA.
2. Provide opportunities for regular public engagement and support of the Local Main Street Program.
A. DCA recommends a public downtown visioning event/town hall meeting annually.
B. The Board should identify opportunities for volunteer support and assistance in executing the work plan.
C. The Board should actively engage the community for financial and in-kind support of the local program.
3. Conduct, at least, one board training, orientation or planning retreat per year for the local program.
4. Meet a minimum of 8 times per year and insure that the minutes of each meeting are maintained and distributed. Such meetings should be open to the public and public notice should be given related to meeting times and agendas.
5. Attend training when possible to become better informed about the Main Street Approach™ and trends for downtown revitalization and to support the downtown manager.
6. All newly appointed Board Members are required to become Main Street 101 certified within their first year of their first term. By December 31, 2020, all Board Members, regardless of their length of service on the Board, must be Main Street 101 certified through DCA’s online testing system. A copy of each Board Member’s Main Street 101 certification must be uploaded to the Standard 5 file in your program’s shared DCA Dropbox folder.
7. Assure the financial solvency and effectiveness of the Local Main Street Program.
A. Adopt an annual budget that is adequate to support the annual work plan, maintain an office and support staff, and provide for training and travel.
B. Maintain current membership of the Local Main Street Program to the National Main Street Center to be eligible for accreditation.
C. Provide for policies to expend funds, enter into debt, and provide programming support for the local Main Street Program.
The Board of Directors. 1. The Board of Directors will be composed of the Director acting as President, the members of the Executive Committee and representatives of the participating countries, international organizations, or other institutions or programs with which the EPLO establishes co-operative relationships. The EPLO will also invite an Official/staff member of the European Commission to sit in the Board. Representatives of institutions or programs with which the EPLO establishes cooperative relationships, as well as members to this Agreement with no full vote in the Assembly, shall sit on the Board with a consultative vote, except in cases of activities in which they actively participate. Deviations from this rule may be detailed in the Rules of the Organization. The detailed composition of the Board of Directors, the voting rights of each member and the procedures to be followed will be detailed in the Rules of the Organization.
2. The Board members will be appointed after entry into force of this Agreement and thereafter whenever needed, following consultations with every represented party, institution etc., by act of the Director. Once appointed, the Board members shall serve in their personal capacities and shall not be bound by directives from their governments or organizations.
3. The Board shall meet at least once a year to carry out its functions, consisting of approving the general policy of the EPLO and the budget, and taking note of the audited financial statements;
4. When the quorum of the majority of the members with full vote is obtained, decisions of the Board shall be taken by a majority vote among the members with full vote present in the deliberations, unless otherwise provided for in this Agreement or the Rules.
5. The Board shall issue the Rules for the detailed objectives and governance of the Organization in accordance with and complimentary to this Agreement.
The Board of Directors. The Directors have designated roles to serve the interests of the Club. Additionally, the Board will appoint a Player representative (non-board member) to handle matters as an arbitrator on behalf of the Club that for one reason or another have not been resolved to the satisfaction of the Coach, Manager or Member. The Player representative will report all incidents to the Board of Directors. Sponsorship monies are a good way to help fund players in financial need and to defray team expenses including the cost of tournaments, team camps and clinics held on a periodic basis. The Club will seek Club sponsorships for the Club at large and expects each team to contribute 30% of any team sponsorship monies to the Club coffers. All members of BARCELONA CALIFORNIA are required to participate in fundraising functions that are determined by the Board of Directors.
The Board of Directors. 8.1 The Board of Directors
(a) Except as reserved for determination by the Shareholders pursuant to Section 9.3 (Powers of the General Assembly), the overall management and control of the Company shall be managed by a board of directors (the “Board”).
(b) The Board shall consist of eight (8) members (each a “Director”). Prior to the sale to the PublicCo Shareholder of the PublicCo Acquisition Interest in accordance with Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and 19.2(a) (Permitted Transfers to PublicCo and Qualifying Affiliates), each Founding Shareholder shall have the right to nominate four (4) Directors. Upon the sale to the PublicCo Shareholder of the PublicCo Acquisition Interest in accordance with Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and 19.2(a) (Permitted Transfers to PublicCo and Qualifying Affiliates), each Founding Shareholder shall cause [***] of its Directors to resign, and thereafter the PublicCo Shareholder shall have the right to nominate [***] Directors and each Founding Shareholder shall have the right to nominate [***] Directors. Each Shareholder shall vote for the appointment of the individuals nominated by the Founding Shareholders and the PublicCo Shareholder to be Directors in accordance with this Section 8.1(b), provided that each such individual satisfies the Director Eligibility Criteria.
(c) To be eligible to serve as a Director, any individual nominated by either Founding Shareholder or the PublicCo Shareholder must satisfy the following criteria (the “Director Eligibility Criteria”):
(i) be of sound mind and health and capable of managing his or her affairs and the affairs of the Company;
(ii) not be the subject of any criminal conviction relevant to the governance or affairs of the Company, or otherwise of a serious nature;
(iii) not be bankrupt or insolvent or not have made or entered into any arrangement or composition with his or her creditors generally;
(iv) not be a current employee, officer, director, or contractor of, or currently hold a similar position in or with: [***] Confidential treatment has been requested. The redacted material has been separately filed with the Commission. - 42 -
(A) any competitor of either Founding Shareholder or their respective Qualifying Affiliates (other than the Dow Founding Shareholder or the Saudi Aramco Founding Shareholder or their respective Qualifying Affiliates); or
(B) any Person to whom a Partial Tran...
The Board of Directors of the Borrower is satisfied that the Borrower is entering into this Charge for the purposes of its business and that its doing so benefits the Borrower.
The Board of Directors. Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.
The Board of Directors. The Board of Directors unanimously recommends a vote FOR the Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm. Report of the Audit Committee of the Board of Directors