Authority of the Independent Committee Sample Clauses

Authority of the Independent Committee. Except as set forth by the express provisions of this Trust Agreement (or the independent director requirements established by the NYSE Arca, Inc. and the Xxxxxxxx-Xxxxx Act of 2002, as amended), pursuant to Section 3806(a) of the Delaware Trust Statute, the Independent Committee shall have and may exercise on the Trust’s behalf only such powers and rights necessary, proper, convenient or advisable to effectuate and carry out the following objectives: (a) To serve as the audit committee of the Trust, in accordance with the Listing Standards and the Independent Committee’s charter, which duties shall include responsibility for the appointment, compensation, retention and oversight of any work performed on behalf of the Trust by a public accounting firm engaged by the Trust to perform such work; (b) To serve as the nominating committee of the Trust, in accordance with the Listing Standards and the Independent Committee’s charter, which duties shall include responsibility for appointing candidates for the Independent Committee in the event of any vacancy caused by death, resignation or removal; (c) To determine the compensation to be paid by the Trust to the Independent Committee Members, taking into consideration any recommendation provided by the Manager; (d) To remove any Independent Committee Member who becomes incapacitated or ceases to meet the requirements of the penultimate sentence of Section 5.1 and to fill any vacancy in the Independent Committee caused by death, resignation or removal.

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Authority of the Independent Committee. Except as set forth by the express provisions of this Trust Agreement (or the independent director requirements established by the NYSE Amex LLC and the Xxxxxxxx-Xxxxx Act of 2002, as amended), pursuant to Section 3806(a) of the Delaware Trust Statute, the Independent Committee shall have and may exercise on the Trust’s behalf, only such powers and rights necessary, proper, convenient or advisable to effectuate and carry out the following objectives: (a) To serve as the audit committee of the Trust, in accordance with the Listing Standards and the Independent Committee’s charter, which duties shall include responsibility for the appointment, compensation, retention and oversight of any work performed on behalf of the Trust by a public accounting firm engaged by the Trust to perform such work; (b) To serve as the nominating committee of the Trust, in accordance with the Listing Standards and the Independent Committee’s charter, which duties shall include responsibility for appointing candidates for the Independent Committee in the event of any vacancy caused by death, resignation or removal; (c) To determine the compensation to be paid to the Independent Committee Members, taking into consideration any recommendation provided by the Manager; (d) To remove any Independent Committee Member who ceases to meet the requirements of the penultimate sentence of Section 5.1 and to fill any vacancy in the Independent Committee caused by death, resignation or removal; and (e) To remove the Manager without penalty, upon sixty (60) days written notice, only for cause. For the purposes of this Section 5.2(e), “cause” consists of (i) a statutory disqualification of the Manager under Section 8a(2) or 8a(3) of the CEA, (ii) suspension or revocation of the Manager’s commodity pool operator or commodity trading advisor registrations, or (iii) a Bankruptcy Event with respect to the Manager. In connection with any such removal for cause, if the Manager to be removed is the last remaining Manager, the Shareholders by Majority Vote may vote to elect and appoint, effective as of a date on or prior to such removal, a successor manager, who shall be duly licensed and qualified under federal and state law to carry on the Trust’s business.

Related to Authority of the Independent Committee

Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.
Authority of Committee All determinations made by the Committee with respect to the interpretation, construction and application of any provision of this Agreement shall be final, conclusive and binding on the parties.
LABOR MANAGEMENT COMMITTEE Section 1. In order to facilitate communication between labor and management, a Labor Management Committee consisting of the Department Head and/or his designated alternate, the Assistant Chief of Police and two (2) Team Managers, and three (3) representatives of the Lincoln Police Union, along with at least one (1) Team Representative, will make up the Labor Management Committee. The Department Head will designate management personnel and the Union shall select Union representatives. Members will serve at the pleasure of the Department Head or Union President, depending upon who the member represents. Members will serve and be replaced on a staggered system (approximately three (3) year limit) depending upon the schedule agreed upon by the Department Head and the Union President. Section 2. Each Team area will be represented by a member of any rank to serve as spokesperson for that area. They will meet at least one week prior to the monthly Labor Management Committee meeting to formulate the common areas of interest and to elect a spokesperson to present the items in writing to the Labor Management Committee. Payment for attending this meeting will be at the discretion of the Department Head. Spokesperson will be chosen on a rotating basis. Team representatives will be picked by a vote of the Team members that they are representing. Section 3. The Labor Management Committee may discuss any area of the Department, with limitation only on those areas already under agreement between the City and the Union. The agenda will be based on the problem areas brought to the attention of the Committee by the Team Representatives and on any area representative members of Labor Management feel need to be discussed. Topics for discussion will be posted on the Union bulletin board and disseminated to Labor Management Committee members at least one (1) week prior to the monthly meeting. Section 4. Membership is subject to change through attrition and elected office, however, a one (1) week notice must be given to the Committee to afford the new member(s) voting privileges. Section 5. Realizing that communication is the key element to the smooth operation of any organization, the Labor Management Committee will xxxxxx an element of cooperation and unity of organizational members, be they labor or management. Section 6. Meetings shall be held at least once per calendar month. Additional meetings may be scheduled by mutual agreement of the Committee and the Department Head. Section 7. A quorum shall consist of two (2) members from labor and two (2) members from management.
Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate; (5) xxx and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.
Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.
Labour Management Committee (a) Where the parties mutually agree that there are matters of mutual concern and interest that would be beneficial if discussed at a Labour Management Committee Meeting during the term of this Agreement, the following shall apply. (b) An equal number of representatives of each party as mutually agreed shall meet at a time and place mutually satisfactory. A request for a meeting hereunder will be made in writing prior to the date proposed and accompanied by an agenda of matters proposed to be discussed, which shall not include matters that are properly the subject of grievance or negotiations for the amendment or renewal of this agreement. Any representative(s) attending such meetings during their regularly scheduled hours of work shall not lose regular earnings as a result of such attendance. (c) It is agreed that the topic of a rehabilitation program for drug and alcohol abuse is an appropriate topic for the Labour-Management Committee. It is also agreed that the topic of the utilization of full-time and part-time staff is an appropriate topic for the Labour-Management Committee. The committee shall have access to work schedules and job postings upon request. (d) It is understood that joint meetings with other Labour-Management Committees in the Hospital may be scheduled concerning issues of mutual interest if satisfactory to all concerned. (e) Where two or more agreements exist between a Hospital and CUPE the Committee may be a joint one representing employees under both agreements, unless otherwise agreed.
JOINT LABOUR MANAGEMENT COMMITTEE A Joint Labour Management Committee shall be established to attend to those matters which are of mutual interest. To ensure its effectiveness the Committee shall be separate and apart from the grievance procedure.
JOINT LABOR MANAGEMENT COMMITTEE The parties agree that they will continue the Joint Labor-Management Committee to discuss matters of mutual interest relating to the employees covered by this Agreement. Topics for the Joint Labor-Management Committee may include, but are not limited to, Professional Development, Incentive Pay, etc. The Committee shall meet quarterly or as mutually agreed by the co-chairs. The President of CWA or designee and the Director of Human Resources or designee shall serve as co-chairs.
LABOR/MANAGEMENT COMMITTEES A. Statewide