Common use of Board of Directors and Officers Clause in Contracts

Board of Directors and Officers. 6.1 The Pool Board of Directors shall be composed of nine persons to be appointed by the SDA Board. Directors shall be appointed from among the Member Representatives, each from a different Member. At least one (1) Pool Director shall be appointed by the SDA Board from among the SDA directors. Pool Directors who are not SDA directors shall be appointed by the SDA Board from nominations received from Members. In no event may more than three Pool Directors be appointed from any one of the following types of special districts: Ambulance, Fire, Metropolitan, Park and Recreation, Sanitation, Water, Water and Sanitation, Hospital, or Library Districts. Nominations from the Members shall be submitted to the SDA Board at such time as the SDA Board may provide, and any nomination must be approved by the Board of Directors of the Member submitting the nomination. 6.2 The Executive Director of the SDA shall serve as an ex-officio, non-voting Director on the Board. Additionally, an employee of the SDA, as designated by the Executive Director of the SDA, shall serve as a non-voting Director on the Board in the role of Pool Liaison, to act as an intermediary between the Pool Board and its vendors for the purpose of coordinating services. 6.3 Terms of the Directors shall be two-year, overlapping terms or until their successors have been appointed, except as provided herein. The term of office shall begin on a January 1, and end at midnight on a December 31, except that the Directors appointed to the first Board following the formation of the Pool shall begin their term prior to a January 1 if the SDA Board so directs. Directors may serve successive terms. The SDA Board shall appoint to the first Board following formation of the Pool, three Directors to serve one- year terms and four Directors to serve two year terms, with the successors of each appointed for two-year terms. Of the two additional persons to be appointed to the Board upon expansion of the Board from seven to nine persons, one shall be appointed to serve a one- year term and one shall be appointed to serve a two-year term, with the successors of each appointed for two-year terms; the terms of office of the two additional persons initially appointed may begin prior to a January 1 if the SDA Board so directs. 6.4 The officers of the Pool shall be: president, one or more vice presidents, secretary, one or more assistant secretaries, and comptroller. The officers shall be elected annually by and from among the Directors at the first meeting of the Board following each December 31. 6.5 A vacancy shall occur on the Board when a Director: 1. Submits a written resignation to the Board; 2. Dies; 3. Ceases to be a Member Representative; 4. Fails to attend three consecutive regular meetings of the Board without the Board having entered upon its minutes an approval for an additional absence or absences, except that such additional absence or absences shall be excused for temporary mental or physical disability or illness; or 5. Is convicted of a felony. 6.6 A change in which Member has designated a Director as its Member Representative, including alternates, does not cause a vacancy on the Board unless the change causes there to be more than three Directors appointed from the types of special districts listed in Paragraph 6.1. 6.7 Any vacancy on the Board shall be filled by appointment by the SDA Board for the unexpired portion of the term.

Board of Directors and Officers. 6.1 5.1 ECKCE shall be governed by a Board of Directors consisting of two members from the Board of Education of each Member District. Each Member District shall annually designate its ECKCE Board members and an alternate to attend ECKCE Board meetings in the absence of the regular member. Alternate Board members have the same authority as regularly appointed Board members. The Pool terms of office of members of the ECKCE Board of Directors shall expire concurrently with their terms as Board of Education members. Vacancies in ECKCE Board membership shall be composed filled in the same manner as originally filled within thirty (30) days from the date of nine persons the vacancy. 5.2 The ECKCE Board of Directors shall meet at such times and places as determined by said Board. 5.3 The Board shall elect from its members a President and a Vice-President, who shall serve in the absence or incapacity of the President. 5.4 The Board shall appoint three individuals: one to be appointed act as director, one as clerk, and one as treasurer of ECKCE, and these individuals will conduct the business of the Board by performing such duties as prescribed by the SDA Board. . 5.5 The Member Districts' superintendents, or their designees, shall serve the ECKCE Board of Directors in an advisory capacity. 5.6 The ECKCE Board of Directors shall be appointed from among adopt policies, rules and regulations to implement this Agreement and for the Member Representativesoperation of ECKCE including, each from but not limited to, procedures for financing ECKCE operations, acquisition and sale of property, employment of personnel, personnel policies and procedures, student policies and procedures, due process hearings, budget preparation and administration, establishment of curriculum, transportation reimbursement, disposition of ECKCE property upon dissolution of merger with another district, and such other policies, rules and regulations normally adopted by a different Member. At least one (1) Pool Director Board of Education of a school district within the limitations imposed by Kansas laws and regulations. 5.7 Each unified school district board of education shall be appointed by retain the SDA Board from among authority to designate at any time a board member to the SDA Interlocal board of directors. Pool Directors who are not SDA directors shall be appointed by Any replacements so designated will have the SDA Board from nominations received from Members. In no event may more than three Pool Directors be appointed from any one power or authority to act on behalf of the following types of special districts: Ambulance, Fire, Metropolitan, Park and Recreation, Sanitation, Water, Water and Sanitation, Hospital, or Library Districts. Nominations from the Members shall be submitted to the SDA Board appointing board at such time as the SDA Board may provideInterlocal is provided with a copy of the minutes wherein said change was made, and any nomination must be approved so attested to by the Board of Directors clerk of the Member submitting the nominationunified school district. 6.2 The Executive Director of the SDA shall serve as an ex-officio, non-voting Director on the Board. Additionally, an employee of the SDA, as designated by the Executive Director of the SDA, shall serve as a non-voting Director on the Board in the role of Pool Liaison, to act as an intermediary between the Pool Board and its vendors for the purpose of coordinating services. 6.3 Terms of the Directors shall be two-year, overlapping terms or until their successors have been appointed, except as provided herein. The term of office shall begin on a January 1, and end at midnight on a December 31, except that the Directors appointed to the first Board following the formation of the Pool shall begin their term prior to a January 1 if the SDA Board so directs. Directors may serve successive terms. The SDA Board shall appoint to the first Board following formation of the Pool, three Directors to serve one- year terms and four Directors to serve two year terms, with the successors of each appointed for two-year terms. Of the two additional persons to be appointed to the Board upon expansion of the Board from seven to nine persons, one shall be appointed to serve a one- year term and one shall be appointed to serve a two-year term, with the successors of each appointed for two-year terms; the terms of office of the two additional persons initially appointed may begin prior to a January 1 if the SDA Board so directs. 6.4 The officers of the Pool shall be: president, one or more vice presidents, secretary, one or more assistant secretaries, and comptroller. The officers shall be elected annually by and from among the Directors at the first meeting of the Board following each December 31. 6.5 A vacancy shall occur on the Board when a Director: 1. Submits a written resignation to the Board; 2. Dies; 3. Ceases to be a Member Representative; 4. Fails to attend three consecutive regular meetings of the Board without the Board having entered upon its minutes an approval for an additional absence or absences, except that such additional absence or absences shall be excused for temporary mental or physical disability or illness; or 5. Is convicted of a felony. 6.6 A change in which Member has designated a Director as its Member Representative, including alternates, does not cause a vacancy on the Board unless the change causes there to be more than three Directors appointed from the types of special districts listed in Paragraph 6.1. 6.7 Any vacancy on the Board shall be filled by appointment by the SDA Board for the unexpired portion of the term.

Board of Directors and Officers. 6.1 A. The Pool Board of Directors cooperative shall be administered by a board of directors composed of nine persons to be appointed by the SDA Board. Directors shall be appointed one board member from among the Member Representatives, each from a different Member. At least one (1) Pool Director shall be appointed by the SDA Board from among the SDA directors. Pool Directors who are not SDA directors shall be appointed by the SDA Board from nominations received from Members. In no event may more than three Pool Directors be appointed from any one of the following types participating boards of special districts: Ambulance, Fire, Metropolitan, Park and Recreation, Sanitation, Water, Water and Sanitation, Hospital, or Library Districtseducation of the unified school districts signatory hereto. Nominations from the Members Each unified school district board of education shall be submitted appoint its representative to the SDA Board at such time as the SDA Board may provide, and any nomination must be approved by the Board board of Directors directors of the Member submitting Cooperative at the nomination. 6.2 The Executive Director time of its adoption of the SDA shall serve as an ex-officio, non-voting Director on the Board. Additionally, an employee of the SDA, as designated by the Executive Director of the SDA, shall serve as a non-voting Director on the Board in the role of Pool Liaison, to act as an intermediary between the Pool Board and its vendors for the purpose of coordinating services. 6.3 Terms of the Directors shall be two-year, overlapping terms or until their successors have been appointed, except as provided hereinresolution ratifying this agreement. The term of office shall begin on a January 1, and end at midnight on a December 31, except that the Directors appointed to the first Board following the formation of the Pool shall begin their term prior to a January 1 if the SDA Board so directs. Directors may serve successive terms. The SDA Board shall appoint to the first Board following formation of the Pool, three Directors to serve one- year terms and four Directors to serve two year terms, with the successors of each appointed for two-year terms. Of the two additional persons to be appointed to the Board upon expansion of the Board from seven to nine persons, one shall be appointed to serve a one- year term and one shall be appointed to serve a two-year term, with the successors of each appointed for two-year terms; the terms of office of the members of the board of directors shall expire concurrently with their terms of office as board of education members of their respective unified school districts. In the event a vacancy shall occur in any director position, said vacancy shall be filled within thirty (30) days by the board of education of the unified school district wherein the vacancy shall occur. B. In addition to the board member so appointed as the Cooperative board of director member, each unified school district shall appoint a minimum of two additional persons initially alternate directors to serve in the absence of the board of director member. Any alternative director shall be a duly elected member of the appointing board of education and shall have full authority to act on behalf of the appointing board as its member of the Cooperative board of directors. The terms of the alternate director (s) shall expire concurrently with their respective terms of office as board of education members of their school district. The clerk of the Interlocal board shall be notified in writing of the names of the local board representative and alternate (s) in order of appointment by July 30 of each calendar year. C. Each unified school district board of education shall retain the authority to designate at any time a replacement for the board member to the Cooperative board of directors. Any replacement so designated shall not have the power or authority to act on behalf of the appointing board until such time as the Cooperative is provided with a copy of the proceedings wherein said change was made, so attested to by the clerk of the unified school district, unless the replacement was an appointed may begin alternate listed in writing on the July 30 annual notification. D. A simple majority of the members of the entire board of directors shall constitute a quorum and said quorum must be present prior to the conduct of any business of said board. A simple majority of the entire membership of the board of directors, except as otherwise herein provided, shall be required to pass or adopt any motion, resolution or lawfully act upon any other matter which comes before the board. Any member who abstains from voting shall be counted as having voted against the motion or resolution. If a January 1 if member announces a conflict of interest with regard to any issue, the SDA Board so directsmember may leave the meeting until the voting on the issue is concluded and the member shall not be counted as having voted. 6.4 The officers E. Regular meetings of the Pool board of directors shall be: president, one be held monthly or more vice presidents, secretary, one or more assistant secretaries, and comptrolleras otherwise determined by the board. The officers board shall at its first meeting in July of each year establish prescribed meeting dates for all future meetings. Should the lack of a quorum prevent the holding of a meeting on a prescribed date, the meeting may be held as soon thereafter as practicable. F. Special meetings of the board of directors may be called at the discretion of the President of the board and notification of the Director. A special meeting shall be elected annually called by and from among the Directors at President of the board upon written application of a least five (5) board members. Notice of the special meeting shall be given a least forty- eight (48) hours in advance by mail, telephone, or any other means whereby actual notice may be given. G. At the first meeting of the Board following board of directors in July of each December 31year the board shall elect a President and Vice-President, each of whom shall be members of the board. The President and Vice-President shall each serve for a period of one (1) year and until their successors are elected and qualified. In the absence or inability of the President to act, the Vice-President shall perform the duties of the President. In the absence or inability of both the President and the Vice- President to act, the remaining members of the board shall select a member to act in the capacity of President. 6.5 A vacancy H. The board of directors shall occur on appoint three (3) individuals who are not board members to act in the Board when a Director: 1capacity of director, clerk, and treasurer of the Cooperative. Submits a written resignation The director of the Cooperative shall have general charge and control over the management of the Cooperative subject to the Board; 2. Dies; 3. Ceases to be a Member Representative; 4. Fails to attend three consecutive regular meetings orders, rules and regulations of the Board without board. The clerk of the Board having entered upon its minutes Cooperative shall keep an approval accurate journal of the proceedings of the board of directors and shall have the care and custody of the records, books and documents of the board. The clerk shall also prepare and submit to or for an additional absence or absences, except that such additional absence or absences shall be excused for temporary mental or physical disability or illness; or 5. Is convicted of a felony. 6.6 A change in which Member has designated a Director as its Member Representative, including alternates, does not cause a vacancy on the Board unless the change causes there to be more than three Directors appointed from the types of special districts listed in Paragraph 6.1. 6.7 Any vacancy on the Board shall be filled by appointment board all reports required by the SDA Board for the unexpired portion board and by law. The treasurer of the term.Cooperative shall deposit all monies of the Cooperative in accordance with the provisions of Chapter 9 Article 14

Board of Directors and Officers. 6.1 (a) The Pool UJB Board of Directors shall be composed of nine persons take or cause to be appointed by taken all action necessary to cause the SDA Board. directors comprising the full Board of Directors shall be appointed from among of UJB at the Member Representatives, each from a different Member. At least one (1) Pool Director shall be appointed by the SDA Board from among the SDA directors. Pool Directors who are not SDA directors shall be appointed by the SDA Board from nominations received from Members. In no event may more than three Pool Directors be appointed from any one of the following types of special districts: Ambulance, Fire, Metropolitan, Park and Recreation, Sanitation, Water, Water and Sanitation, Hospital, or Library Districts. Nominations from the Members shall be submitted Effective Time to include six persons designated prior to the SDA Board at such time as the SDA Board may provide, and any nomination must be approved Effective Time by the Board of Directors of Summit from among those persons serving as Summit directors on the Member submitting date hereof and who continue to serve as Summit directors through the nominationEffective Time (the "Summit Designees"). UJB shall take all action necessary to provide that the term of two of the Summit Designees as a director of UJB shall expire at the first annual meeting of UJB shareholders held after the Effective Time, and to provide that the remaining four Summit Designees be divided evenly between the other two classes of directors. One of the Summit Designees shall be, so long as he is able to serve, Robexx X. Xxx, xxo shall be designated to the class of director whose term expires at the third annual meeting of UJB shareholders held after the Effective Time. Subject to the provisions of UJB's Restated Certificate of Incorporation and By-Laws regarding director qualifications, all Summit Designees shall be nominated to serve at least one full term of three years in the class of Directors to which they are initially elected by the Board of Directors of UJB. UJB agrees not to increase the number of directors above the 13 directorships existing on the date hereof but Summit agrees UJB may fill any vacancies occurring prior to the Effective Time. If required by the New Jersey Act, all six Summit Designees shall stand for reelection as UJB directors, subject to the provisions of UJB's Restated Certificate of Incorporation then in effect, at the first annual meeting of UJB shareholders held after the Effective Time. 6.2 (b) The Executive Director President of the SDA Surviving Corporation shall be the person who on the date hereof is serving as the President of Summit, provided such person is serving in such capacity immediately prior to the Effective Time, and the remaining officers of the Surviving Corporation shall consist of the officers of UJB immediately prior to the Effective Time plus such other persons serving as officers of Summit immediately prior to the Effective Time as UJB and Summit shall mutually designate. (c) The directors and officers of the Surviving Corporation provided for in this Section 1.10 shall serve as an ex-officio, non-voting Director on such for the Board. Additionally, an employee of the SDA, as designated by the Executive Director of the SDA, shall serve as a non-voting Director on the Board terms prescribed in the role Restated Certificate of Pool LiaisonIncorporation and By-Laws of UJB, to act or otherwise as an intermediary between the Pool Board and its vendors for the purpose of coordinating services. 6.3 Terms of the Directors shall be two-year, overlapping terms provided by law or until their successors have been appointedearlier deaths, except as provided herein. The term of office shall begin on a January 1, and end at midnight on a December 31, except that the Directors appointed to the first Board following the formation of the Pool shall begin their term prior to a January 1 if the SDA Board so directs. Directors may serve successive terms. The SDA Board shall appoint to the first Board following formation of the Pool, three Directors to serve one- year terms and four Directors to serve two year terms, with the successors of each appointed for two-year terms. Of the two additional persons to be appointed to the Board upon expansion of the Board from seven to nine persons, one shall be appointed to serve a one- year term and one shall be appointed to serve a two-year term, with the successors of each appointed for two-year terms; the terms of office of the two additional persons initially appointed may begin prior to a January 1 if the SDA Board so directsresignation or removal. 6.4 The officers of the Pool shall be: president, one or more vice presidents, secretary, one or more assistant secretaries, and comptroller. The officers shall be elected annually by and from among the Directors at the first meeting of the Board following each December 31. 6.5 A vacancy shall occur on the Board when a Director: 1. Submits a written resignation to the Board; 2. Dies; 3. Ceases to be a Member Representative; 4. Fails to attend three consecutive regular meetings of the Board without the Board having entered upon its minutes an approval for an additional absence or absences, except that such additional absence or absences shall be excused for temporary mental or physical disability or illness; or 5. Is convicted of a felony. 6.6 A change in which Member has designated a Director as its Member Representative, including alternates, does not cause a vacancy on the Board unless the change causes there to be more than three Directors appointed from the types of special districts listed in Paragraph 6.1. 6.7 Any vacancy on the Board shall be filled by appointment by the SDA Board for the unexpired portion of the term.

Board of Directors and Officers. 6.1 The Pool Seller and Buyer agree that in connection with the Merger, at the Effective Time the Surviving Corporation's Board of Directors will be expanded to consist of ten members. As set forth in the Stockholder's Agreement, in connection with seeking Stockholder Approval of the Merger, the current members of the board of directors of the Buyer will propose the election of two directors (the "Buyer Designees"), the current members of the board of directors of the Seller will propose the election of three directors (the "Seller Designees") and the current members of the boards of directors of both Buyer and Seller shall propose the election of Xxxxx X. Xxxxxxx, Xxxxxxx Xxxxx and Xxxxx Xxx (the "Inside Directors"). The current members of the board of directors of Buyer shall designate one board observer and the current members of the board of directors of Seller shall designate one board observer (together, the "Board Observers") and the current members of the boards of directors of both Buyer and Seller shall propose the election of two persons mutually agreeable to Buyer and Seller which shall be composed of nine persons independent directors (the "Independent Directors"). All such Buyer Designees, Seller Designees, Inside Directors and Independent Directors, to be appointed by the SDA Board. Directors extent elected, shall be appointed from among elected effective as of the Member Representatives, each from a different Member. At least one (1) Pool Director shall be appointed by the SDA Board from among the SDA directors. Pool Directors who are not SDA directors shall be appointed by the SDA Board from nominations received from MembersEffective Time. In no event may more than three Pool Directors be appointed from any one of the following types of special districts: Ambulance, Fire, Metropolitan, Park and Recreation, Sanitation, Water, Water and Sanitation, Hospital, or Library Districts. Nominations from the Members shall be submitted addition to the SDA Board at such time as foregoing, promptly following the SDA Board may provideEffective Time, and any nomination must be approved by the Board of Directors of the Member submitting Surviving Corporation will elect the nomination. 6.2 The Executive Director following persons as officers of the SDA shall serve Surviving Corporation: (i) Xxxxxxx Xxxxx, Ph.D., as an exits Chairman of the Board and Co-officioChief Executive Officer; (ii) Xx. Xxxxx X. Edwards, nonas its Co-voting Director on the BoardChief Executive Officer; and (iii) Xxxxx Xxx, Ph.D., as its President and Chief Operating Officer. Additionally, an employee of the SDA, as designated by the Executive Director of the SDA, shall serve as a non-voting Director on the Board in the role of Pool Liaison, Scientific and Medical Advisory Committee will be established to act as an intermediary between the Pool Board and its vendors for the purpose of coordinating servicesprovide advice regarding new product concepts. 6.3 Terms of the Directors shall be two-year, overlapping terms or until their successors have been appointed, except as provided herein. The term of office shall begin on a January 1, and end at midnight on a December 31, except that the Directors appointed to the first Board following the formation of the Pool shall begin their term prior to a January 1 if the SDA Board so directs. Directors may serve successive terms. The SDA Board shall appoint to the first Board following formation of the Pool, three Directors to serve one- year terms and four Directors to serve two year terms, with the successors of each appointed for two-year terms. Of the two additional persons to be appointed to the Board upon expansion of the Board from seven to nine persons, one shall be appointed to serve a one- year term and one shall be appointed to serve a two-year term, with the successors of each appointed for two-year terms; the terms of office of the two additional persons initially appointed may begin prior to a January 1 if the SDA Board so directs. 6.4 The officers of the Pool shall be: president, one or more vice presidents, secretary, one or more assistant secretaries, and comptroller. The officers shall be elected annually by and from among the Directors at the first meeting of the Board following each December 31. 6.5 A vacancy shall occur on the Board when a Director: 1. Submits a written resignation to the Board; 2. Dies; 3. Ceases to be a Member Representative; 4. Fails to attend three consecutive regular meetings of the Board without the Board having entered upon its minutes an approval for an additional absence or absences, except that such additional absence or absences shall be excused for temporary mental or physical disability or illness; or 5. Is convicted of a felony. 6.6 A change in which Member has designated a Director as its Member Representative, including alternates, does not cause a vacancy on the Board unless the change causes there to be more than three Directors appointed from the types of special districts listed in Paragraph 6.1. 6.7 Any vacancy on the Board shall be filled by appointment by the SDA Board for the unexpired portion of the term.

Board of Directors and Officers. 6.1 The Pool Board of Directors shall be composed of nine persons to be appointed by the SDA Board. Directors shall be appointed from among the Member Representatives, each from a different Member. At least one (1) Pool Director shall be appointed by the SDA Board from among the SDA directors. Pool Directors who are not SDA directors shall be appointed by the SDA Board from nominations received from Members. In no event may more than three Pool Directors be appointed from any one of the following types of special districts: Ambulance, Fire, Metropolitan, Park and Recreation, Sanitation, Water, Water and Sanitation, Hospital, or Library Districts. Nominations from the Members shall be submitted to the SDA Board at such time as the SDA Board may provide, and any nomination must be approved by the Board of Directors of the Member submitting the nomination. 6.2 The Executive Director of the SDA shall serve as an ex-officio, non-voting Director on the Board. Additionally, an employee of the SDA, as designated by the Executive Director of the SDA, shall serve as a non-voting Director on the Board in the role of Pool Liaison, to act as an intermediary between the Pool Board and its vendors for the purpose of coordinating services. 6.3 Terms of the Directors shall be two-year, overlapping terms or until their successors have been appointed, except as provided herein. The term of office shall begin on a January 1, and end at midnight on a December 31, except that the Directors appointed to the first Board following the formation of the Pool shall begin their term prior to a January 1 if the SDA Board so directs. Directors may serve successive terms. The SDA Board shall appoint to the first Board following formation of the Pool, three Directors to serve one- one-year terms and four Directors to serve two year terms, with the successors of each appointed for two-year terms. Of the two additional persons to be appointed to the Board upon expansion of the Board from seven to nine persons, one shall be appointed to serve a one- one-year term and one shall be appointed to serve a two-year term, with the successors of each appointed for two-year terms; the terms of office of the two additional persons initially appointed may begin prior to a January 1 if the SDA Board so directs. 6.4 The officers of the Pool shall be: president, one or more vice presidents, secretary, one or more assistant secretaries, and comptroller. The officers shall be elected annually by and from among the Directors at the first meeting of the Board following each December 31. 6.5 A vacancy shall occur on the Board when a Director: 1. Submits a written resignation to the Board; 2. Dies; 3. Ceases to be a Member Representative; 4. Fails to attend three consecutive regular meetings of the Board without the Board having entered upon its minutes an approval for an additional absence or absences, except that such additional absence or absences shall be excused for temporary mental or physical disability or illness; or 5. Is convicted of a felony. 6.6 A change in which Member has designated a Director as its Member Representative, including alternates, does not cause a vacancy on the Board unless the change causes there to be more than three Directors appointed from the types of special districts listed in Paragraph 6.1. 6.7 Any vacancy on the Board shall be filled by appointment by the SDA Board for the unexpired portion of the term.

Board of Directors and Officers. 6.1 The Pool Board 3.1 On and from the GSM first held after both the Share Purchase Closing and the Share Subscription Closing have occurred and until the earlier of Directors shall be composed (i) the second anniversary of nine persons to be appointed by the SDA Board. Directors shall be appointed from among date of the Member Representativesabove GSM and (ii) date on which ATI's shareholding in the Company becomes less than 10% of all issued and outstanding Shares, each from a different Member. At least one (1) Pool Director Shareholder shall be appointed by the SDA Board from among the SDA directors. Pool Directors who are not SDA directors shall be appointed by the SDA Board from nominations received from Members. In no event may more than three Pool Directors be appointed from vote its Shares at any one of the following types of special districts: Ambulance, Fire, Metropolitan, Park and Recreation, Sanitation, Water, Water and Sanitation, Hospital, or Library Districts. Nominations from the Members shall be submitted to the SDA Board at such time as the SDA Board may provide, and any nomination must be approved by the Board of Directors of the Member submitting the nomination. 6.2 The Executive Director of the SDA shall serve as an ex-officio, non-voting Director on the Board. Additionally, an employee of the SDA, as designated by the Executive Director of the SDA, shall serve as a non-voting Director on the Board in the role of Pool Liaison, to act as an intermediary between the Pool Board and its vendors GSM called for the purpose of coordinating servicesfilling the positions on the BOD and take all other actions necessary to ensure that the Company shall have a total of 7 directors, out of whom 3 directors shall be nominated by ATI or its designee and 4 directors shall be nominated by Dongbu. One director nominated by ATI or its designee and one director nominated by Dongbu shall qualify as independent outside directors under Korean securities laws. One director nominated by ATI shall oversee the securities offerings and M&A transactions of the Company and its subsidiaries. 6.3 Terms 3.2 After the earlier of (i) the second anniversary of the Directors date of the above GSM and (ii) date on which ATI's shareholding in the Company becomes less than 10% of all issued and outstanding Shares, each Shareholder shall vote its Shares at any GSM called for the purpose of filling the positions on the BOD and take all other actions necessary to ensure that the Company shall have a total of 7 directors, out of whom 2 directors shall be twonominated by ATI or its designee and 5 directors shall be nominated by Dongbu. One director nominated by ATI or its designee and one director nominated by Dongbu shall qualify as independent outside directors under Korean securities laws. One director nominated by ATI shall oversee the securities offerings and M&A transactions of the Company and its subsidiaries. 3.3 On and from the GSM first held after both the Share Purchase Closing and the Share Subscription Closing have occurred, each Shareholder shall take all reasonable actions, including voting of its Shares and instructing directors nominated by it, to appoint (i) as the Chief Executive Officer of the Company a person designated by Dongbu and (ii) as the Chief Operating Officer of the Company a person designated by Dongbu with the agreement of ATI. 3.4 In addition to any other resolutions or approvals required under applicable Law or under the AOI, the special resolution of the BOD, which shall be adopted by affirmative votes of at least 5 directors, shall be required for the Company to take any of the following actions: (a) any merger, consolidation, comprehensive share transfer (under Article 360-year15 of the Korean Commercial Code) or comprehensive share exchange (under Article 360-2 of the Korean Commercial Code) with or into any Person (regardless of whether or not the Company is the surviving entity), overlapping terms or until acquisition of all or substantially all the assets or more than 50% of the capital stock of any Person; (b) any creation or issuance of Shares or any creation or issuance of rights to subscribe for Shares, including any options, bonds or other instruments convertible or exercisable for Shares; or (c) any transaction, whose contract value together with that of all other transactions described in this clause (c) of Article 3.4 in a fiscal year exceeds KRW50,000,000,000, between the Company and its directors, officers, employees, major shareholders or affiliates or directors, officers, employees of an affiliate or any major shareholders or affiliates or directors, officers or employees of an affiliate or any major shareholder; provided that (i) employment contracts in the ordinary course of business, (ii) such transactions which are on an arm's length basis and normal commercial terms, including but not limited to any transaction related to the termination of the Foundry Agreement in accordance with Article 4.3 hereof and (iii) any transactions between the Company and Dongbu Electronics shall be excluded. 3.5 Effective on the date of the GSM to be held pursuant to Section 3.1 hereof, the Parties agree that (A) they shall, and they shall use their successors have been appointedbest efforts to cause the Company to, except as provided herein. The term release to the fullest extent permitted by law, the chairman, directors and officers (with the title of office shall begin on a non-registered director or higher) of the Company, either past or incumbent ("Indemnified Persons"), from any and all liabilities, costs or expenses which may arise (i) from any matters occurring since January 1, and end at midnight on a 1995 until the Closing Date of this Agreement, the consequences of which are reflected in the financial statements of the Company, up to December 31, except 2001 and (ii) from the contingent liabilities as shown in the financial statement of the Company dated as of December 31, 2001, and (B) they shall use their best efforts to cause the Company to provide indemnity to said Indemnified Persons to the fullest extent permitted by law with respect to any third party claims related to the aforementioned liabilities. The Parties agree that they shall cause the Company to waive any subrogation rights, whether arising at law or in equity, against the Indemnified Persons if the legal grounds or basis for such subrogation occurred prior to the Closing Date of this Agreement. Dongbu further agrees that effective on the date of the GSM to be held pursuant to Section 3.1 hereof, Dongbu will use its best efforts to cause the Company to give ATI a release to the fullest extent permitted by law from the Company from any and all liabilities to the Company as a result of having been a major shareholder of the Company, the consequences of which are reflected in the financial statements of the Company, up to December 31, 2001 (including but not limited to any matters related to the Foundry Agreement as defined in Article 4.3). 3.6 From the date of the GSM to be held pursuant to Section 3.1 hereof, Dongbu shall hold harmless and indemnify each director of the Company nominated by ATI from any and all liabilities, costs or expenses incurred in connection with any action, suit , claim or proceeding in which such director becomes involved by reason of the fact that such director is or was a director, employee, agent, or fiduciary of the Company or by reason of anything done or not done by such director in any such capacity; provided, however, that the Directors appointed foregoing indemnification shall not apply to actions taken pursuant to Section 3.4 hereto prior to the first Board following earlier of (i) the formation second anniversary of the Pool shall begin their term prior to a January 1 if the SDA Board so directs. Directors may serve successive terms. The SDA Board shall appoint to the first Board following formation date of the Pool, three Directors to serve one- year terms and four Directors to serve two year terms, with the successors of each appointed for two-year terms. Of the two additional persons GSM to be appointed held pursuant to Section 3.1 hereof and (ii) date on which ATI's shareholding in the Board upon expansion Company becomes less than 10% of the Board from seven to nine persons, one shall be appointed to serve a one- year term all issued and one shall be appointed to serve a two-year term, with the successors of each appointed for two-year terms; the terms of office of the two additional persons initially appointed may begin prior to a January 1 if the SDA Board so directsoutstanding Shares. 6.4 The officers 3.7 As soon as practicable after both the Share Purchase Closing and the Share Subscription Closing have occurred, Dongbu shall cause a designee of the Pool shall be: president, one or more vice presidents, secretary, one or more assistant secretaries, and comptroller. The officers shall ATI to be elected annually by and from among the Directors at the first meeting as a director of the Board following each December 31Dongbu Electronics. 6.5 A vacancy shall occur on the Board when a Director: 1. Submits a written resignation to the Board; 2. Dies; 3. Ceases to be a Member Representative; 4. Fails to attend three consecutive regular meetings of the Board without the Board having entered upon its minutes an approval for an additional absence or absences, except that such additional absence or absences shall be excused for temporary mental or physical disability or illness; or 5. Is convicted of a felony. 6.6 A change in which Member has designated a Director as its Member Representative, including alternates, does not cause a vacancy on the Board unless the change causes there to be more than three Directors appointed from the types of special districts listed in Paragraph 6.1. 6.7 Any vacancy on the Board shall be filled by appointment by the SDA Board for the unexpired portion of the term.