Board of Representatives Sample Clauses

Board of Representatives. Except as otherwise expressly provided herein, the general management and determination of all questions and policies relating to the affairs and policies of the Company shall be decided by a majority vote of the Representatives. Except as otherwise provided for herein, the Board shall act on behalf of the Company for all purposes in connection with the business and affairs of the Company, and shall have all rights and powers required for or appropriate to its management of the Company’s business.

Board of Representatives. The Parties shall establish the Board of Representatives, within thirty (30) days after the conclusion of this Agreement. The Board of Representatives shall be composed of one (1) authorised representative of each Party. Parties appoint their representatives in accordance with and in the manner determined by their internal affairs acts. The Board of Representatives: - The Board of Representatives advises and decides on important matters relating to this Agreement, ELEXIS Association and its activities. - It decides on activities, fees and other contributions, establishes the text of the Agreement, accepts or rejects new candidate Members, establishes the action lines and performs other activities. - The Board of Representatives shall be chaired by the President of the Board. - The Board of Representatives selects the President among its members by a majority of votes, for a two-year period. - The President selects a Deputy among the members of the Board of Representatives who takes the duties of the President in her/his absence. - It is called by the President to convene the Board of Representatives at least once a year. - All Members must receive at least four (4) weeks' advance written notice of Board of Representatives session. - Board of Representatives decisions are based on a simple majority of the votes of the representatives. The session is quorate if the majority of representatives of the Board of Representatives are present.

Board of Representatives. 1. The States Parties shall designate their respective Permanent Representatives to ARCAL. These representatives (hereinafter referred to as "ARCAL Representatives") shall constitute the "Board of ARCAL Representatives" (hereinafter referred to as "BAR"), the highest decision-making body of the Agreement, which shall meet at least once a year. 2. The "BAR" shall be responsible for:

Board of Representatives. Except as expressly provided herein, ------------------------ the business and affairs of the Partnership (including all actions to be taken by the Partners or by the Partnership under this Agreement) shall be managed by or under the direction of a board of representatives of the Partnership (the "Board") pursuant to the provisions of this Agreement. Except as expressly provided herein, the Board shall have the authority and full discretion with respect to the management of the business and affairs of the Partnership. No Partner shall act on behalf of, or take any action binding, the Partnership without the prior approval or consent of the Board.

Board of Representatives. 1. The States Parties shall designate their respective representatives to ARASIA. These representatives shall constitute the “ARASIA Board of Representatives”, the highest decision-making body of the Agreement. The ARASIA Board of Representatives shall meet at least once a year. 2. The Board shall be responsible for:

Board of Representatives. (a) Initial Board. The Board shall initially consist of the seven following individuals: Xxxxxxx X. Xxxxxx, III W. Xxxxxxxx Xxxxx Xxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxx Xxx Xxxxxx Xxxxxx

Board of Representatives. The management of the Company is fully reserved to the Members, and the Company shall not have "managers," as that term is used in the Act. The Company shall be managed by the Members through the Board, which will be comprised of five (5) representatives (the "BOARD REPRESENTATIVES") to be selected by the Members in accordance with SECTIONS 6.1 AND 6.2. (a) CLASS ONE REPRESENTATIVES. At all times, at least four (4) Board Representatives, the Class One Representatives, shall be selected by the Class One Members. The initial Class One Representatives are set forth on EXHIBIT D. The Class One Members may at any time and from time to time, but always upon three (3) days' prior written notice to the Board, change the identity of the Class One Representatives selected pursuant to SECTION 6.2. (b) CLASS TWO REPRESENTATIVES. One (1) Board Representative, the Class Two Representative, shall be selected by the Class Two Members. The initial Class Two Representative is set forth on EXHIBIT D. The Class Two Members may at any time and from time to time, but always upon three (3) days' prior written notice to the Board, change the identity of the Class Two Representative selected pursuant to SECTION 6.2. (i) If at any time prior to __________________, 2000 [3 YEARS FROM THE EFFECTIVE DATE], CWOP exercises the exchange rights of the Property Appreciation Agreement and withdraws as a Member of the Company, and provided that the Company has not dissolved pursuant to ARTICLE 9, the Class Two Representative shall continue to serve as a third-party representative on the Board, and shall enjoy all rights and responsibilities of the Class Two Representative until the earlier of (a) ___________________, 2000 [SAME DATE] or (b) the date that CWOP exercises Tranche C of the Property Appreciation Agreement. CWOP shall, in its sole and absolute discretion, designate the identity of the Class Two Representative serving as a Board Representative after CWOP's exercise of the exchange rights of the Property Appreciation Agreement and may from time to time, but always upon three (3) days' prior written notice to the Board, change the identity of such Class Two Representative. (ii) Notwithstanding anything in this SECTION 6.1(b) to the contrary, no representative selected by the Class Two Members shall serve as Board Representative during any period in which neither CWOP nor WCM is serving as Manager (as defined in the Management Agreement) of the Facility because of the final terminatio...

Board of Representatives. The Board of Representatives shall manage and control, and supervise the management of the business and affairs of the Partnership, and shall act together as a group. The Representatives shall have such rights, duties and powers as are specified in this Agreement. 4.1.1 The Representatives, acting as a Board, have the sole, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Partnership, to make all decisions regarding those matters and to perform any and all other acts or activities necessary or appropriate to the management of the Partnership's business. 4.1.2 The Board shall have the power to delegate responsibilities and authority to subcommittees of the Board or such officers as may be appointed by the Board pursuant to Article VI from time to time, with such general or specific authority to make any contracts, enter into any transaction, and make and obtain any commitments on behalf of the Partnership and to otherwise conduct or further the Partnership's business.

Board of Representatives. 17 Section 5.1 General...........................................17 Section 5.2 The Board.........................................17 Section 5.3 Meetings..........................................18 Section 5.4 Quorum............................................18 Section 5.5 Voting; Proxies...................................18 Section 5.6 Fiduciary Duties. ...............................19 Section 5.7 Committees of the Board...........................19

Board of Representatives. Section 12.1. Number of Representatives; Power of Representatives 49 Section 12.2. Removal of Representatives 49 Section 12.3. Compensation of Representatives 49 Section 12.4. Meetings of the Board 49 Section 13.1. Agreement not to Solicit 50 Section 13.2. Agreement not to Compete 51 Section 13.3. Use of Customer Lists by Members 53 Section 13.4. Offer of New Products and Services to the Company 54 Section 14.1. Entire Agreement 54 Section 14.2. Governing Law, Arbitration, Specific Performance, Choice of Forum, Damages and Expenses 55 Section 14.3. Effect 58 Section 14.4. Pronouns and Number 58 Section 14.5. Captions 58 Section 14.6. Partial Enforceability 59 Section 14.7. Counterparts 59 Section 14.8. No Third Party Beneficiaries 59 Section 14.9. Certain Indemnification 59 Section 14.10. Waiver of Partition 59 Section 14.11. Amendments and Actions to be in Writing 60 LIMITED LIABILITY COMPANY AGREEMENT of EDUCATION FIRST FINANCE LLC (the “Company”), dated as of September 9, 1996, between TCB Education First Corporation, a Delaware corporation (“TCB Sub”), and Student Loan Marketing Association, a government-chartered private corporation (“Sxxxxx Mxx”).