Board Members a. The Board shall initially be composed of three Board Members. The vote or written consent of the Member shall appoint and remove Board Members. Such Board Members need not be Members of the Company. Board Members shall serve for a term of one (1) year or until their successor is elected. Board Members will be nominated and elected and vacancies filled by a vote or written consent of the Member. Any Board Member may be removed with or without cause, by a vote or written consent of the Member. Whenever the Board is required or permitted to take any action by vote or at a meeting, that action may be taken without a meeting, without prior notice, and without a vote, if a written consent setting forth the action so taken is signed by the Board Members representing at least the minimum level that would be necessary to authorize or take the action by vote or at a meeting. Notice of any action so taken by written consent will be given to the each Board Member who has not so consented promptly after the taking of the action. Such notice shall be sent by certified or registered mail, return receipt requested, or by e-mail, and shall be effective on the date of mailing. The vote or written consent of Board Members constituting more than fifty percent (50%) of the Board will be the act of the Board, unless the vote or written consent of a greater or lesser proportion is required under this Agreement or is otherwise required by the LLC Act or the Articles.
b. The Member agrees that the following persons shall be Board Members: Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx.
Board Members. There shall be a Department Conference Board consisting of three (3) employees named by the Union and three (3) representatives of the Department named by the Chief. The Chief, or his/her representative, shall sit as one (1) of the three (3) employer representatives to the maximum extent practicable, but any of the six (6) members may be replaced with an alternate from time to time. The Parties may mutually agree to bring in additional persons with expertise in the matters being discussed.
Board Members. No Board Member shall interfere with the execution of Employee’s duties, or order, directly or indirectly, Employee to appoint or remove any person to or from any office or employment of the District, except in accordance with applicable District policies. Individual Board Members shall address any District employees and contract services under Employee’s management solely through Employee, and no individual Board Member shall give orders to any subordinate of the Employee, either publicly or privately, except as permitted by the Employee.
Board Members. The Company shall have a board (the “Board of Directors”) which shall initially consist of three individuals (each a “Board Member”) and collectively, the “Board Members”) comprised of two Board Members chosen by BREA and one member chosen by the Common Investor. ESC and Columbia shall each have the right to appoint one board observer (a “Board Observer”) who shall receive notice of all meetings of the Board of Directors and shall be entitled to attend and participate in such meetings, but shall not be entitled to vote. The applicable Common Members may change the designation of the individual or individuals appointed by it to the Board of Directors (or as a Board Observer) at any time by written notice to the other Common Members. The names and addresses of the initial Board Members of the Company and the initial Board Observers are set forth on Schedule A attached hereto, and Schedule A shall be amended from time to time to reflect the resignation or removal of any Board Member or Board Observer or the appointment of new or additional Board Members or Board Observers pursuant to this Agreement.
Board Members. The Board of Directors shall have the following ten, appointed directors:
(1) the Secretary of the United States Department of the Treasury, or his/her delegate, who shall serve ex officio;
(2) the Secretary of Finance and Public Credit of Mexico, or his/her delegate, who shall serve ex officio;
(3) the Administrator of the Environmental Protection Agency of the United States, or his/her delegate, who shall serve ex officio;
(4) the Secretary of the Environment and Natural Resources of Mexico, or his/her delegate, who shall serve ex officio;
(5) the Secretary of the United States Department of State, or his/her delegate, who shall serve ex officio;
(6) the Secretary of the Ministry of External Affairs of Mexico, or his/her delegate, who shall serve ex officio;
(7) a representative of one of the U.S. border states, appointed by the United States in such manner as it may determine;
(8) a representative of one of the Mexican border states, appointed by Mexico in such manner as it may determine;
(9) a member of the United States public who is a resident of the border region, appointed by the United States in such manner as it may determine; and
(10) a member of the Mexican public who is a resident of the border region, appointed by Mexico in such manner as it may determine. Each of the Parties, on an alternating basis, shall select one of the directors as Chairperson of the Board of Directors for a one-year term.
Board Members. So long as Blue Ridge China or EI holds at least its Preferred Threshold Shares, the Company’s Board of Directors shall have no more than seven members and, provided that the Board of Directors consists of not less than three members, EI, so long as it holds at least its Preferred Threshold Shares, shall be entitled to designate one (1) individual, and Blue Ridge China, so long as it holds at least its Preferred Threshold Shares, shall be entitled to designate two (2) individuals (the three (3) such designees being collectively referred to herein as the “Preferred Directors”) to be elected to the Company’s Board of Directors at each annual meeting of the shareholders of the Company or at any special meeting at which directors are elected. The Shareholders hereby agree (i) to vote all of their Voting Shares (now owned or hereafter acquired) for the election of the Preferred Directors, and (ii) not to vote any of their Voting Shares (now owned or hereafter acquired) for the removal of the Preferred Directors. Each of Blue Ridge China and EI shall have the right to replace its designated Preferred Director(s) (with or without cause, or if such director ceases to be a member of the Board of Directors by reason of death, disability or for any other reason) at any time upon written notice to the Company, and the Shareholders hereby agree to vote all of their Voting Shares (now owned or hereafter acquired) for the election of any such replacement so designated by Blue Ridge China or EI, as the case may be. The Company shall reimburse the Preferred Directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors. The Preferred Directors shall also receive an annual director’s fee equal to the fee (if any) paid to other outside directors of the Company. Notwithstanding anything to the contrary contained herein, Blue Ridge China shall be permitted to take the actions set forth in that certain letter agreement, attached hereto as Exhibit B (the “Letter Agreement”), dated as of the date of the Shareholders Agreement, by and between the Company and Blue Ridge China with respect to one of the two individuals to be designated as a Preferred Director by Blue Ridge China hereunder. Pursuant to and in accordance with the terms of the Letter Agreement, the Company shall notify Blue Ridge China in writing promptly following the expiration or early termination of the Applicable Period (as defined in the Lett...
Board Members. The Employer agrees to recognize the President and Executive Board Members. Said Board Members being members of the Bargaining Unit with two or more years of service and elected by the bargaining unit. The duties of the Board Members shall be limited to the administration of this Agreement, including the investigation and presentation of grievances as established in the grievance procedure. In addition, the Board Members will be expected to constitute the Bargaining Unit for the purposes of negotiating a new Labor Agreement. The Employer agrees to compensate the President and Board Members for all reasonable lost time from their regular schedule of work at the regular rate of pay for time lost while meeting or conferring with Employer representatives. A maximum limitation of compensation for lost time shall be applied to three (3) employees.
Board Members. College Park may provide at least one (1) non-voting membership on its board of directors for a City representative for the duration of this Agreement. The City may make recommendations for this board membership to College Park’s President or Executive Director. Any and all recommendations will be presented to College Park’s board of directors for approval. The City representative shall be a non-elected member of City staff and shall enjoy the same rights and privileges with regard to discussion on issues before the board as other general members of the College Park board.
Board Members. Vote the Shares only to elect Qualified Medical Professionals as members of the Boards of Directors;
Board Members. If you are an OSMF board member, your applicable rights and responsibilities under the United Kingdom Companies Act (and any related laws, regulations or other governmental issuances with binding legal force and effect) and as an OSMF fiduciary supersede any contrary terms in this Agreement.
