Public Meetings The Governing Board is subject to and shall comply with the Open and Public Meetings Act, O.C.G.A. § 50-14-1 et seq., and any subsequent amendment thereof. The Governing Board shall conduct regular meetings consistent with principles of transparency and avoidance of actual or apparent conflicts of interest in the governance of the Charter School.
Meeting of Shareholders (a) Promptly after the date hereof, the Company shall take all action necessary in accordance with the GBCC and its Articles of Incorporation and by-laws to convene a meeting of shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of the Company nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam.
(b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law.
PRE-BID MEETING 3.1. The contracting Agency/Department will hold a pre-bid meeting at LOCATION on DAY, DATE and TIME
Final Meeting The goal of this subtask is to complete the closeout of this Agreement. • Meet with Energy Commission staff to present project findings, conclusions, and recommendations. The final meeting must be completed during the closeout of this Agreement. This meeting will be attended by the Recipient and CAM, at a minimum. The meeting may occur in person or by electronic conferencing (e.g., WebEx), with approval of the CAM. The technical and administrative aspects of Agreement closeout will be discussed at the meeting, which may be divided into two separate meetings at the CAM’s discretion. o The technical portion of the meeting will involve the presentation of findings, conclusions, and recommended next steps (if any) for the Agreement. The CAM will determine the appropriate meeting participants. o The administrative portion of the meeting will involve a discussion with the CAM and the CAO of the following Agreement closeout items: Disposition of any state-owned equipment. Need to file a Uniform Commercial Code Financing Statement (Form UCC-1) regarding the Energy Commission’s interest in patented technology. The Energy Commission’s request for specific “generated” data (not already provided in Agreement products). Need to document the Recipient’s disclosure of “subject inventions” developed under the Agreement. “Surviving” Agreement provisions such as repayment provisions and confidential products. Final invoicing and release of retention. • Prepare a Final Meeting Agreement Summary that documents any agreement made between the Recipient and Commission staff during the meeting.
TAC Meetings The goal of this subtask is for the TAC to provide strategic guidance for the project by participating in regular meetings, which may be held via teleconference. • Discuss the TAC meeting schedule with the CAM at the Kick-off meeting. Determine the number and location of meetings (in-person and via teleconference) in consultation with the CAM. • Prepare a TAC Meeting Schedule that will be presented to the TAC members during recruiting. Revise the schedule after the first TAC meeting to incorporate meeting comments. • Prepare a TAC Meeting Agenda and TAC Meeting Back-up Materials for each TAC meeting. • Organize and lead TAC meetings in accordance with the TAC Meeting Schedule. Changes to the schedule must be pre-approved in writing by the CAM. • Prepare TAC Meeting Summaries that include any recommended resolutions of major TAC issues. • Help set the project team's goals and contribute to the development and evaluation of its statement of proposed objectives as the project evolves. • Provide a credible and objective sounding board on the wide range of technical and financial barriers and opportunities. • Help identify key areas where the project has a competitive advantage, value proposition, or strength upon which to build. • Advocate on behalf of the project in its effort to build partnerships, governmental support and relationships with a national spectrum of influential leaders. • Ask probing questions that insure a long-term perspective on decision-making and progress toward the project’s strategic goals. • Review and provide comments to proposed project performance metrics. • Review and provide comments to proposed project Draft Technology Transfer Plan. • TAC Meeting Schedule (draft and final) • TAC Meeting Agendas (draft and final) • TAC Meeting Back-up Materials • TAC Meeting Summaries
Meeting A copy of the decision shall be sent to the grievant and to the UFF grievance representative if the grievant elected self-representation or representation by legal counsel.
Periodic Meetings As reasonably required by Owner, Manager and other personnel engaged or involved in the management and operation of the Properties shall meet to discuss the historical results of operations and to consider deviations from budget.
Kick-off Meeting The goal of this subtask is to establish the lines of communication and procedures for implementing this Agreement. • Attend a “Kick-off” meeting with the CAM, the Commission Agreement Officer (CAO), and any other Energy Commission staff relevant to the Agreement. The Recipient will bring its Project Manager and any other individuals designated by the CAM to this meeting. The administrative and technical aspects of the Agreement will be discussed at the meeting. Prior to the meeting, the CAM will provide an agenda to all potential meeting participants. The meeting may take place in person or by electronic conferencing (e.g., WebEx), with approval of the CAM. The administrative portion of the meeting will include discussion of the following: o Terms and conditions of the Agreement; o Administrative products (subtask 1.1); o CPR meetings (subtask 1.3); o Match fund documentation (subtask 1.7); o Permit documentation (subtask 1.8); o Subcontracts (subtask 1.9); and o Any other relevant topics. The technical portion of the meeting will include discussion of the following: o The CAM’s expectations for accomplishing tasks described in the Scope of Work;
Meeting Rooms In accordance with Hospital policy, the Union may use designated meeting rooms of the Employer for meetings of the Local Unit, provided sufficient advance request for meeting facilities is made to the Director, Employee and Labor Relations, or designee, and space is available.
For Closed Meeting Minutes Prepares written closed meeting minutes that include: The date, time, and place of the closed meeting The Board members present and absent A summary of discussion on all matters proposed or discussed The time the closed meeting was adjourned Upon request of a Board member: 1. Provides access to the closed session minutes at a reasonable time and place without disrupting District operations; 2. Supervises the access to the closed session minutes or delegates it to one of the following individuals in the District: a. The Recording Secretary, b. The Superintendent or designated administrator, or c. Any elected Board member; and 3. Logs the access in 2:220-E7, Access to Closed Meeting Minutes and Verbatim Recordings.
