Board Management Sample Clauses

Board Management. Except as specifically provided herein or by applicable laws, the management and control of the Company and each other Group Company shall be exercised by the Board and the board of directors of the applicable Subsidiary, and the Board shall be responsible for the determination of the Group Companies’ overall policies and objects. To the extent that any Subsidiary Board does not consist of the same persons as directors as those then on the Board, the Founders shall procure that each such Subsidiary Board shall be operated solely at the authorization and instruction of the Board.
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Board Management. The Board is responsible for the overall direction and control of the management of the Company and the formulation of policies to be applied in the conduct of the Business.
Board Management. 9.3.1 Upon the Board taking over the management in accordance with Article 9.2, the Board shall establish a Management Committee as soon as practicable to manage the daily operation of the JV Co. 9.3.2 The Management Committee shall comprise of a General Manager, one Chief Financial
Board Management. The management of the Company and its business shall be vested in, exercised by and under the authority of the Board. The Board shall have complete authority and control over the management of the business and affairs of the Company. No Member shall be a manager or Director of the Company by virtue of its status as a Member. A Person serving as a Director need not be a Member of the Company. Directors shall be natural persons. The Board may, from time to time, delegate its authority under this Section 4.1 to any officer, employee, or agent of the Company as deemed appropriate by the Board. The Directors shall be determined by the Member. The initial Board shall consist of the following individuals: O. Xxxxxx Xxxxx, Xxxxxx X. Xxxxx, B. Xxxxx Xxxxx and Xxxxxxx X. Xxxxxx. Any Director may be removed at any time by the Member. Any Director may resign as Director at any time by sending written notice of resignation to the Member. Each Director shall serve as director of the Company until the earlier of (i) the removal of the Director by the Member, (ii) the death of the Director, (iv) the adjudication of the Director’s incompetence by a court having proper jurisdiction, and (v) the Director’s resignation as Director. All Directors of the Company, past, present and future, shall be entitled to be indemnification by the Company to the fullest extent permissible pursuant to the Act.
Board Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed exclusively under the direction and control of, a board of managers (the “Board”). The Board shall have complete authority and control over the management of the business and affairs of the Company. For purposes of Section 18-402 of the Act, no member shall be a manager of the Company by virtue of its status as a member. A Person serving on the Board (each, a “Manager”) need not be a member of the Company. The Board may, from time to time, delegate its authority under this Section 4.1 to any officer, employee, or agent of the Company as deemed appropriate by the Board. As of the Effective Date, the Managers shall be Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, and Xxxxxxx X. Xxxxx.
Board Management. Notwithstanding anything to the contrary contained in this Agreement, (i) the management and the conduct of the Company and the other JV Entities shall at all times remain the sole responsibility of the Board and all decisions relating to the activities and decisions of the Company and the other JV Entities shall be subject to the exclusive authority of the Board, and (ii) in furtherance of the foregoing, the Board, by the affirmative vote of at least eight (8) of the Board Members, reserves and retains the right at any time and at all times to terminate, withdraw or limit any delegation of any rights and/or responsibilities by the Board to any Person (including to Company Management) relating to the activities and operations of the Company and/or the other JV Entities and shall at all times retain the right to override, by the affirmative vote of at least eight (8) of the Board Members, any action(s) by Company Management taken pursuant to any such delegation, provided the terms of clause (ii) shall not permit the Board to take any action for the purpose of hindering the intention of the Common Members with respect to the Fundamental Matters, Consultation Matters, Special Major Decisions and/or Major Decisions.
Board Management. The Company shall be governed by a board of directors (the “Board” and each a “Director”), which shall act (i) by majority approval at a meeting of the Board or (ii) by unanimous written consent. The Board shall be considered the Company’s “Manager” for purposes of the Act and, except as otherwise provided herein, shall be responsible for the Company’s day-to-day activities.
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Board Management 

Related to Board Management

  • Workload Management 11.1 The parties to this Agreement acknowledge that employees and management have a responsibility to maintain a balanced workload and recognise the adverse affects that excessive workloads may have on employee/s and the quality of resident/client care. 11.2 To ensure that employee concerns involving excessive workloads are effectively dealt with by Management the following procedures should be applied: (a) Step 1: In the first instance, employee/s should discuss the issue with their immediate supervisor and, where appropriate, explore solutions. (b) Step 2: If a solution cannot be identified and implemented, the matter should be referred to an appropriate senior manager for further discussion. (c) Step 3: If a solution still cannot be identified and implemented, the matter should be referred to the Facility Manager for further discussion. (d) Step 4: The outcome of the discussions at each level and any proposed solutions should be recorded in writing and fed back to the effected employees. 11.3 Workload management must be an agenda item at staff meetings on at least a quarterly basis. Items in relation to workloads must be recorded in the minutes of the staff meeting, as well as actions to be taken to resolve the workloads issue/s. Resolution of workload issues should be based on the following criteria including but not limited to: (a) Clinical assessment of residents’ needs; (b) The demand of the environment such as facility layout; (c) Statutory obligation, (including, but not limited to, work health and safety legislation); (d) The requirements of nurse regulatory legislation; (e) Reasonable workloads (such as roster arrangements); (f) Accreditation standards; and (g) Budgetary considerations. 11.4 If the issue is still unresolved, the employee/s may advance the matter through Clause 9 Dispute Resolution Procedure. Arbitration of workload management issues may only occur by agreement of the employer and the employee representative, which may include the union/s.

  • Patch Management All workstations, laptops and other systems that process and/or 20 store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or 21 transmits on behalf of COUNTY must have critical security patches applied, with system reboot if 22 necessary. There must be a documented patch management process which determines installation 23 timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable 24 patches must be installed within thirty (30) calendar or business days of vendor release. Applications 25 and systems that cannot be patched due to operational reasons must have compensatory controls 26 implemented to minimize risk, where possible.

  • System for Award Management (XXX) and Data Universal Numbering System (DUNS) Requirements.

  • Advisory and Management Arrangements Subject to the requirements of applicable law as in effect from time to time, the Trustees may in their discretion from time to time enter into advisory, administration or management contracts (including, in each case, one or more sub-advisory, sub-administration or sub-management contracts) whereby the other party to any such contract shall undertake to furnish such advisory, administrative and management services with respect to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration, the Trustees may authorize any advisor, administrator or manager (subject to such general or specific instructions as the Trustees may from time to time adopt) to exercise any of the powers of the Trustees, including to effect investment transactions with respect to the assets on behalf of the Trust to the full extent of the power of the Trustees to effect such transactions or may authorize any officer, employee or Trustee to effect such transactions pursuant to recommendations of any such advisor, administrator or manager (and all without further action by the Trustees). Any such investment transaction shall be deemed to have been authorized by all of the Trustees.

  • Management In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.

  • Traffic Management 9.2.1 During the Operating Period, Developer shall be responsible for the general management of traffic on the Project. Developer shall manage traffic so as to preserve and protect safety of traffic on the Project and Related Transportation Facilities and, to the maximum extent practicable, to avoid disruption, interruption or other adverse effects on traffic flow, throughput or level of service on the Project and Related Transportation Facilities. Developer shall conduct traffic management in accordance with all applicable Technical Provisions, Technical Documents, Laws and Governmental Approvals, and in accordance with the Traffic Management Plan. 9.2.2 Developer shall prepare and submit to TxDOT and the Independent Engineer for TxDOT approval a Traffic Management Plan for managing traffic on the Project and Related Transportation Facilities after the commencement of traffic operations on any portion of the Project, addressing (a) orderly and safe movement and diversion of traffic on Related Transportation Facilities during Project construction, (b) orderly and safe movement of traffic on the Project and (c) orderly and safe diversion of traffic on the Project and Related Transportation Facilities necessary in connection with field maintenance and repair work or Renewal Work or in response to Incidents, Emergencies and lane closures. Developer shall prepare the Traffic Management Plan according to the schedule set forth in the Technical Provisions. The Traffic Management Plan shall comply with the Technical Provisions and Technical Documents concerning traffic management and traffic operations. Developer shall carry out all traffic management during the Term in accordance with the approved Traffic Management Plan. 9.2.3 Developer shall implement the Traffic Management Plan to promote safe and efficient operation of the Project and Related Transportation Facilities at all times during the course of any construction or operation of the Project and during the Utility Adjustment Work. 9.2.4 TxDOT shall have at all times, without obligation or liability to Developer, the right 9.2.4.1 Issue Directive Letters to Developer regarding traffic management 9.2.4.2 Provide on the Project, via message signs or other means consistent with Good Industry Practice, non-Discriminatory traveler and driver information, and other public information (e.g. amber alerts), provided that the means to disseminate such information does not materially interfere with the functioning of the ETCS.

  • SITE MANAGEMENT We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

  • General Management In the discharge of its general duty to manage the successful performance of the Services, Vendor shall: 3.2.1.1. within thirty (30) calendar days of the Effective Date, identify to Citizens the primary and secondary management contacts responsible for the oversight and management of Services for Citizens; 3.2.1.2. ensure Vendor Staff tasked with management and oversight of the Services are available promptly to perform Services during Business Hours; 3.2.1.3. ensure each assigned Adjuster submits a time record directly to Vendor’s manager or point of contact. At any time during this Agreement, Citizens may require copies of time records from Vendor; 3.2.1.4. ensure that no Vendor Staff carries a weapon on their person while performing Services; 3.2.1.5. ensure that no Vendor Staff uses impairing drugs, chemicals, or alcohol while performing Services; 3.2.1.6. ensure that Vendor Staff avoid using their duties and obligations under this Agreement to engage in any conduct that could create either an actual or perceived conflict of interest, such as due to an ongoing business relationship with an entity other than Citizens that would enable Vendor Staff to receive an improper benefit or unfair competitive advantage; 3.2.1.7. ensure that the Services comply with the Best Claims Practices & Estimating Guidelines as applicable to each Service Category and any other policies or processes set forth by Citizens, including but not limited to: a. monitoring applicable file production on a weekly basis to determine compliance with Citizens’ production requirements; and, b. providing detailed reports to Citizens related to Vendor performance upon request.

  • Management Board The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • Investment Advisory and Management Services The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

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