Board Composition and Appointment of Board Members Sample Clauses

Board Composition and Appointment of Board Members. 1) Subject to a Minister’s order under section 2.2 or 2.3 of the Act, and subject to any other legal obligations, the composition of the Board, the selection criteria, selection process and term of office of Board members, other than Ministerial appointees, shall be established by Corporate By-Law with approval of the membership. The Corporation shall provide such Corporate By-Laws to the Minister for review and approval prior to submitting them to the Board for final approval.
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Board Composition and Appointment of Board Members. 1) Subject to any Minister’s order made under the SCSAA and any other legal obligations, the composition of the Board, the selection criteria, selection process and term of office of Board members, other than Ministerial appointees, shall be established by by-law with the approval of the membership. The Administrative Authority shall provide such by-laws to the Minister for review and approval prior to submitting them to the Board or membership as the case may be.
Sample 1
Board Composition and Appointment of Board Members. 1) Subject to a Minister’s order made under the Act to the contrary and any other legal obligations, the rules pertaining to who can serve as directors elected to the Board, the criteria for their nomination, the process for their election, the length of their term and whether they can be re-elected, other than Lieutenant Governor in Council appointees, shall be established by by-law with the approval of the Minister. The RHRA shall provide such by-laws to the Minister for review and approval. Such by-laws may only be made by the Board, with the approval in writing of the Minister 2) Regarding Lieutenant Governor in Council appointees, the by-laws of the RHRA may include provisions that reflect the content of section 12 of the Act for completeness. 3) The RHRA shall obtain the Minister’s prior approval of any change in the by- laws respecting who can serve as directors elected to the Board, the criteria for their nomination, the process for their election, the length of their term and whether they can be re-elected. 4) No person may sit as a member of the Board while the person is an employee or a director of an industry association representing the interests of the regulated industry. 5) The by-laws of the RHRA shall not grant to any person who is not a Board member the right to notice of meetings of the Board or the right to attend meetings of the Board. With the consent of the Chair, a person who is not a member may attend all or part of meetings of the Board. 6) Subject to any order made by the Minister under subsections 12(8) or (9) of the Act, the RHRA shall develop and maintain competency criteria for the Board setting out the types of skills and competencies that are required on the Board, which shall be approved by the Minister and attached to this MOU as Schedule “C”. A Minister’s order under subsections 12(8) or (9) is deemed to be an addendum to Schedule “C”. 7) The Board competency and selection criteria in Schedule “C” shall be inclusive and shall require reasonable efforts to include members on the Board who reflect a variety of perspectives, including consumer protection and public interest perspectives, with the goal of reflecting the diversity of Ontario. The RHRA shall make the competency and selection criteria public. 8) The Minister shall have regard to the competency and selection criteria used by the Board when recommending appointments to the Lieutenant Governor in Council. 9) Despite subsection 7.1(4) of this MOU, the Board recogni...
Sample 1
Board Composition and Appointment of Board Members. ‌ 1) Subject to any Minister’s order made under section 2.2 or 2.3 of the Act, subsection 7.1(2) of this Agreement and subject to any other legal obligations, the composition of the Board, the selection criteria, selection process and term of office of Board members, other than Ministerial appointees, shall be established by Corporate By-Law with approval of the membership. The Corporation shall provide such Corporate By-Laws to the Minister for review and approval prior to submitting them to the Board. 2) Subject to any Minister’s order made under the Act and any other legal obligations, where the articles of the Corporation provide for a minimum and maximum number of directors, the number of directors shall be determined from time to time by special resolution of the members or by resolution of the directors, in accordance with the Not-for-Profit Corporations Act, 2010. The Corporation shall provide the special resolution or resolution, as the case may be, to the Minister for review and approval at least 30 days prior to submitting to the Board, or such shorter period that the Minister considers reasonable in the circumstances.
Sample 1

Related to Board Composition and Appointment of Board Members

  • Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: (a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director; (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and (c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Designation and Appointment The Board may, from time to time, employ and retain Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board), including employees, agents and other Persons (any of whom may be a Member or Director) who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “president,” “vice president,” “treasurer,” “secretary,” “general counsel” and “chief financial officer,” as and to the extent authorized by the Board. Any number of offices may be held by the same Person. In the Board’s discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or a Member. Any Officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated and shall have qualified as an Officer or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Board.

  • Medical Appointments Medical appointments may be charged to sick leave, provided the minimum time charged is not less than one-half (1/2) hour. Each absence shall be reported separately and authorized in advance by the employee's immediate supervisor.

  • Composition of Board The Board shall consist of up to seven (7) Voting Directors and one non-voting Chair. The Voting Directors shall be elected by the Members as set forth in clause (iii) below.

  • Hiring and Appointments 15.1 The Employer will determine when a position will be filled, the type of appointment to be used when filling the position, and the skills and abilities necessary to perform the duties of the specific position within a job classification that is being filled. Only those candidates who have the position-specific skills and abilities required to perform the duties of the vacant position will be referred for further consideration by the employing Agency. X. Xx Agency’s internal layoff list will consist of employees who have elected to place their name on the layoff list through Article 35, Layoff and Recall, of this Agreement and are confined to each individual agency. B. The statewide layoff list will consist of employees who have elected to place their name on the statewide layoff list in accordance with WAC 000-00-000. C. A promotional candidate is defined as an employee who has completed the probationary period within a permanent appointment and has attained permanent status within the Agency. D. A transfer candidate is defined as an employee in permanent status in the same classification as the vacancy within the Agency. E. A voluntary demotion candidate is defined as an employee in permanent status moving to a class in a lower salary range maximum, within the Agency.

  • Medical/Dental Appointments (a) Where medical and/or dental appointments cannot be scheduled outside the employee's working hours, sick leave with pay will be granted in accordance with Clause 19.1(c) (Sick Leave Credits). (b) Where an employee's qualified medical practitioner refers the employee to a Specialist, then any necessary travel time, to a maximum of one working day, for the employee to visit such Specialist, will be granted in accordance with Clause 19.1(c) (Sick Leave Credits).

  • Appointment of Directors The Company hereby covenants and agrees to take such action, promptly following the Closing Date, as is necessary to (i) increase the number of positions on the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.

  • Vacancies and Appointment of Trustees In case of the declination to serve, death, resignation, retirement or removal of a Trustee, or a Trustee is otherwise unable to serve, or an increase in the number of Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, the other Trustees shall have all the powers hereunder and the certification of the other Trustees of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Trustees may fill such vacancy by appointing such other person as they in their discretion shall see fit, or may leave such vacancy unfilled or may reduce the number of Trustees to not less than two (2)

  • Probationary Appointments The duration of a probationary appointment for persons appointed after the signing of this Collective Agreement shall normally be six (6) years, unless a shorter period was stipulated in the letter of appointment.

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