Board of Directors: Powers. The Board of Directors shall be responsible for the direction of the general operations of the Bank and, for this purpose, shall, in addition to the powers assigned to it expressly by this Agreement, exercise all the powers delegated to it by the Board of Governors, and in particular:
(i) prepare the work of the Board of Governors;
(ii) establish the policies of the Bank, and, by a majority representing not less than three-fourths of the total voting power of the members, take decisions on major operational and financial policies and on delegation of authority to the President under Bank policies;
(iii) take decisions concerning operations of the Bank under paragraph 2 of Article 11, and, by a majority representing not less than three-fourths of the total voting power of the members, decide on the delegation of such authority to the President;
(iv) supervise the management and the operation of the Bank on a regular basis, and establish an oversight mechanism for that purpose, in line with principles of transparency, openness, independence and accountability;
(v) approve the strategy, annual plan and budget of the Bank;
(vi) appoint such committees as deemed advisable; and
(vii) submit the audited accounts for each financial year for approval of the Board of Governors.
Board of Directors: Powers. Subject to the terms hereof, the Board of Directors shall have full and complete discretion in the management and control of the affairs of the Fund, shall make all decisions affecting Fund affairs and shall have all of the rights, powers and obligations of a General Partner under the Act and otherwise as provided by law. The Board of Directors shall provide overall guidance and supervision with respect to the operations of the Fund, shall perform all duties imposed on the directors of registered investment companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the General Partner and any administrator to the Fund and distributor of the Fund’s securities. Except as otherwise expressly provided in this Agreement, the Board of Directors is hereby granted the right, power and authority to do on behalf of the Fund all things which, in its sole judgment, are necessary or appropriate to manage the Fund’s affairs and fulfill the purposes of the Fund. Any determination as to what is in the interests of the Fund made by the Directors in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Directors. The powers of the Directors include, by way of illustration and not by way of limitation, the power and authority from time to time to do the following:
(a) invest all or substantially all of the Fund’s assets in the Master Fund;
(b) incur all expenses permitted by this Agreement;
(c) to the extent that funds are available, cause to be paid all expenses, debts and obligations of the Fund;
(d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Fund with such powers and authority as may be provided to such Persons by the Board of Directors or by this Agreement;
(e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants and other Persons necessary or appropriate to carry out the business and affairs of the Fund, whether or not any such Persons so employed are affiliated persons of any Director, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services;
(f) subject to the indemnification provisions in this Agreement and the provisions concerning the Tax Matters Partner in this Agreement and under applicable law, pay, extend, renew, modify, adjust, submit to arbitration...
Board of Directors: Powers. The Board of Directors shall be responsible for the direction of the general operations of the Bank and, for this purpose, shall, in addition to the powers assigned to it expressly in this Agreement, exercise all the powers delegated to it by the Board of Governors, and in particular:
(a) prepare the work of the Board of Governors; 7/ On April 21, 1972, the Board of Governors adopted the Rules of Procedure for the Selection of Directors which are set out in the Addendum to Annex B to this Agreement.
(b) in conformity with the general directions of the Board of Governors, take decisions concerning loans, guarantees, investments inequity capital, borrowing by the Bank, furnishing of technical assistance, and other operations of the Bank;
(c) submit the accounts for each financial year to the Board of Governors at each annual meeting;
(d) approve the annual budget.
Board of Directors: Powers. (A) The Board of Directors shall have the power to make an official rul- ing and/or board policy. Such ruling or policy shall be binding on the Chapter, District Council or Assembly involved.
(B) No member of the Board of Directors shall sit in judgment and render decisions involving any irregularity in the Chapter, District Council or Assembly of which he or she is a member.
(C) In the event of layoff, demotion, termination, reduction in pay, sta- tus, or suspension, each OCSEA non-contract staff member shall have the right to an appeal. The appeal shall be heard before a mutually agreed upon uneven number of members from the Board of Directors. This shall also be the final step of the grievance procedure. Any decision reached shall be final.
Board of Directors: Powers. Without prejudice to the powers of the Board of Governors as provided in article 29 of this Agreement, the Board of Directors shall be responsible for the conduct of the general operations of the Bank and for this purpose shall, in addition to the powers provided for it expressly in this Agreement, exercise all the powers delegated to it by the Board of Governors, and in particular:
1. Prepare the work of the Board of Governors;
2. In conformity with the general directives of the Board of Governors, take decisions concerning particular direct loans, guarantees, investments in equity capital and borrowing of funds by the Bank;
3. Determine the rates of interest for direct loans and of commissions for guarantees;
4. Submit the accounts for each financial year and an annual report for approval to the Board of Governors at each annual meeting; and
5. Determine the general structure of the services of the Bank.
Board of Directors: Powers. (a) Except as otherwise provided in this Agreement, all powers to control and manage the Business and affairs of the Joint Sales Company shall be exclusively vested in the Board of Directors and the Board of Directors may exercise all powers of the Joint Sales * CONFIDENTIAL TREATMENT REQUESTED 24 Company and do all such lawful acts as are not by statute, the Certificate or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to take all actions which the Board of Directors deems necessary, useful or appropriate for the management and conduct of the Business, including exercising the following specific rights and powers:
(i) Conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized;
(ii) Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Joint Sales Company;
(iii) Operate, maintain, finance, improve, construct, own, grant operations with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Joint Sales Company;
(iv) Execute (but not to the exclusion of any Officer having such power) any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Joint Sales Company, including, executing amendments to this Agreement and the Certificate in accordance with the terms of this Agreement, both as Directors and, if required, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Directors. Simultaneously with the execution of this Agreement, one or more of the Directors shall execute the Commercial Alliance Agreements on behalf of the Joint Sales Company;
(v) Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Joint Sales Company, and secure the same by mortgage, pledge, or other lien on any Joint Sales Company assets;
(vi) Execute, in furth...
Board of Directors: Powers. Without prejudice to the powers of the Board of Governors as provided in Article 24 of this Agreement, the Board of Directors shall be responsible for the direction of the general operations of the Bank and, for this purpose, shall, in addition to the powers assigned to it expressly by this Agreement, exercise all the powers delegated to it by the Board of Governors, and in particular:
(i) prepare the work of the Board of Governors:
(ii) in conformity with the general directions of the Board of Governors, establish policies and take decisions concerning loans, guarantees, investment in equity capital, borrowing by the Bank, the furnishing of technical assistance and other operations of the Bank;
(iii) submit the audited accounts for each financial year for approval of the Board of Governors at each annual meeting: and
(iv) approve the budget of the Bank.
Board of Directors: Powers. In furtherance of its purposes, the Board shall have the power to:
a. acquireAcquire, construct, receive, own, manage, lease, and sell real, personal, and intangible property;
b. operateOperate and maintain SNOCOM’s equipment and facilities;
c. enterEnter into contracts with public and private entities;
d. employEmploy and terminate personnelthe Executive Director, with or without cause, and contract for personnel and services with public and private entities;
e. defendDefend and pursue legal actions;
f. establishEstablish and collect rates, fees, charges, and collect assessments as determined by this Agreement;
g. establishEstablish policies, guidelines, or regulations to carry out SNOCOM’s operations and responsibilities; and
h. exerciseExercise all other powers that are within the statutory authority of, and may be exercised by, its Member Agencies with respect to the public health and safety communications, recordkeeping responsibility and other duties that each Member Agency has assigned to SNOCOM pursuant to this Agreement.
Board of Directors: Powers. A. The Board of Directors shall have the power to make an offi- cial ruling and/or Board policy. Such ruling or policy shall be binding on the Chapter, District Council or Assembly involved.
B. No member of the Board of Directors shall sit in judgment and render decisions involving any irregularity in the Chapter, District Council or Assembly of which he or she is a member.
Board of Directors: Powers. The business of the LLC shall be managed by a Board of Directors who may exercise all the powers of the LLC except as otherwise provided by law or by this Agreement; it being understood that the Board of Directors is intended to function in a manner comparable to the board of directors of a corporation, with comparable powers and duties. The Board of Directors shall be the "MANAGER" of the LLC for all purposes under the Act. The Board of Directors may delegate any or all of its powers to one or more Officers of the LLC from time to time.
