Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the Bylaws of the Corporation then in effect (the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate, and any Bylaws adopted by the stockholders of the Corporation; provided, however, that no Bylaws hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.
Board Powers. The Board and the Association recognize that the Board and its administrators have certain powers, discretions and duties that, under Federal Law, the Constitution and Laws of the State of Arizona, may not be delegated, limited or abrogated by agreement with any party. Accordingly, if any provision of this Agreement or any application to any MBU covered hereby, shall be found contrary to law by legislative act or court of competent jurisdiction, such provision or application shall have effect in the law only to the extent permitted by law, but all other provisions or applications of this Agreement shall nevertheless continue in full force and effect. The Association and District shall immediately reopen negotiations for the purpose of arriving at a mutually satisfactory replacement for such provision.
Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board.
Board Powers. The business and affairs of the Company shall be managed by or under the direction of a Board of one or more Managers (the “Board”). The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Delaware. Each Manager is hereby designated a “manager” of the Company within the meaning of the Act. Except as otherwise required by law, approval of any action by the Board in accordance with this Agreement shall constitute approval of such action by the Company. Except as otherwise provided in this Agreement, no Member or any individual Manager shall have the authority to bind the Company.
Board Powers. Except as otherwise provided in this Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.
Board Powers. The Board, on its own behalf and on behalf of the electors of the School District, hereby retains and reserves unto itself, without limitations, all powers, rights, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitutions of the State of Michigan and the United States.
Board Powers. The Shareholders shall cause the Certificate of Incorporation to provide that notwithstanding any other provisions of this Agreement any decisions regarding the following matters shall be made by the Board:
(a) any commitment of funds in excess of $10,000,000 on a cumulative non-discounted basis for any fiscal year or portion thereof;
(b) distribution of any property (other than taxable income which is governed by Section 6.3 of this Agreement and proceeds received pursuant to Article 20) to the Shareholders;
(c) adoption or change of the delegation of authority or fiscal procedures of the Company other than as provided in this Agreement;
(d) adoption of a general regulatory strategy or any substantial change therein;
(e) Appointment of the officers of the Company.
(f) creation, incurrence or assumption of any indebtedness for borrowed money in excess of $10,000,000;
(g) sale, transfer, assignment, conveyance, lease, or other disposal of, any material portion of the assets of the Company (other then pursuant to Article 20), or any interest or estate in such material portion;
(h) approval of any independent public accountant for the Company;
(i) authorization of loans of money by the Company to any Shareholder in any amount or any other loan in excess of $1,000,000;
(j) donation of money or property in excess of amounts approved by the CEO;
(k) entering into or renewal of any collective bargaining agreement or amendment thereto;
(l) entering into any lease not necessary for the operations of the business; and
(m) making any other decision or taking any other action specified in this Agreement as one to be made or taken by the Board.
Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Second Amended and Restated Certificate or the Amended and Restated Bylaws of the Corporation (“Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL and this Second Amended and Restated Certificate.
Board Powers. The Board, except as specifically limited by the express provisions of this Agreement, retains the sole right and authority to operate and direct the College in all respects, on behalf of the electors of the district, retains and reserves the ultimate responsibilities for proper management of the College district consistent with the statutes and the Constitution of the State of Illinois and the United States, subject to the terms of this Agreement, including but not limited to the responsibilities for and the right:
A. To maintain executive management and administrative control of the College district and its properties and facilities and the activities of its employees, including bargaining unit employees, as related to the conduct of College affairs.
B. To hire all employees and, subject to the provisions of law, and this Agreement, to determine their qualifications and the conditions of their continued employment, discipline, dismissal, demotion and layoff; and to promote, assign, and transfer all such employees.
C. To direct and control the work of its employees, establish reasonable and equally enforced work rules and regulations, determine the time and hours of operation and when overtime shall be worked and determine the levels of service to be provided and the methods and means of providing those services, including entering into contracts with private vendors for services. The Board shall comply with the provisions of the Illinois Education Labor Relations Act in reference to its duty to bargain regarding subcontracting work performed by the bargaining unit employees. Specifically excluded is the contract to private vendors referenced above; subcontracting of a temporary nature; in an emergency; work not customarily performed by the bargaining unit, where necessary equipment is not available.
D. To establish, change, combine or abolish job classifications and the job content of any classification consistent with this Agreement and the IELRA.
E. To establish educational policies, goals and objectives based upon the College's mission; to ensure the rights and educational opportunities of the students, to determine staffing patterns and to determine the number and kinds of personnel required in order to maintain the efficiency of College operations.
F. To build, move or modify facilities, establish budget procedures and determine budgetary allocations, determine the methods of raising revenue; and take action on any matter in the event of an emergenc...
Board Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Certificate or the Bylaws of the Corporation (“Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.
