Board Structure. The board shall consist of 11 voting members appointed for five-year terms by the governor. The board shall annually elect a chairperson, on a rotating basis, from among its members. Six voting members shall constitute a quorum. An affirmative vote of a majority of voting members, excluding any member who has a conflict of interest, is necessary for the board to take substantive action.
Board Structure. The Company has amended its Corporate Governance Guidelines as follows: When the Chairman is a member of Company management, the Chairman of the Nominating and Corporate Governance Committee, who shall be an independent director meeting the guidelines specified herein, shall also act ex officio as the Lead Independent Director of the Board, with responsibility for coordinating the activities of the other non-management directors and for performing the duties specified herein and such other duties as are assigned by the Board. The Company shall maintain the position of Lead Independent Director so long as any member of management occupies a position on the Board. The Lead Independent Director’s responsibilities include the following:
Board Structure. Until the consummation of a Registration, each of the following shareholders (each a "Designating Shareholders") shall have the right to designate members to the Board of Directors, with respect to each of the Designating Shareholders, as long as such Designating Shareholders holds (directly and/or through trustee, and collectively with such Designating Shareholders Permitted Transferees) at least 50% of the amount of shares of the Corporation held by it on the date hereof:
Board Structure. The board shall consist of 11 voting members appointed by the governor. The composition of the board shall be as described in 2006 Iowa Acts, chapter 1142, section 29. Six voting members shall constitute a quorum. An affirmative vote of a majority of voting members, excluding any member who has a conflict of interest, is necessary for the board to take substantive action.
Board Structure. 2.1 Governance is made up by a number of boards that have collective responsibility for all impacts on this Agreement: strategic relationship within and outside of the immediate Agreement, monitoring and evaluation of contract delivery, communication of plans and intentions, recommendations and decision taking.
Board Structure. So long as the New Notes are outstanding, the Issuer will maintain at least two “independent directors” (as defined under Nasdaq Stock Market Rule 5605(a)(2)) on its Board of Directors.
Board Structure. The Board currently consists of ten members, divided into three classes with one class elected each year at the Annual Meeting for a term of three years. The Board met ten times during 2000. All directors attended at least 75% of the combined number of meetings of both the Board and of committees on which they served.
Board Structure. Following the Closing of the initial investment pursuant to Section 1, the board of directors (the "Board of Directors") of both the Company and Parent shall consist of five (5) members, one of which shall be nominated by Investor. The Investor hereby designates Mark S. Hauxxx xx xxx xxxxxxx. Xxx Investor shall have a right to maintain one representative on the Board of Directors of the Company and Parent so long as Investor retains at least 75% of the aggregate of the Preferred Shares purchased hereunder and the shares excercisable upon exercise of the Option. Simultaneously with the transactions contemplated by this Agreement, Parent shall issue to Investor or its designee or assignee 1% of the outstanding shares of Parent. The Company agrees that such interest may be exchanged at any time for a 1% interest in the Company by cancelling the 1% interest in the Parent. Such 1% interests may be transferred or assigned by the party to whom it is issued, subject to compliance with applicable securities law.
Board Structure. From and after the Effective Time, the directors of the Corporation (other than any who may be elected by holders of Preferred Stock under specified circumstances) shall be divided into three (3) classes as nearly equal in size as is practicable, designated Class I, Class II and Class III. Directors already in office shall be assigned to each class at the time such classification becomes effective in accordance with a resolution or resolutions adopted by the Board. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. At the first annual meeting of stockholders following the Effective Time, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the Effective Time, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the Effective Time, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting. If the number of directors is changed, any newly created directorships or decrease in directorships shall be so apportioned hereafter among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.
Board Structure. The Company shall use its commercially reasonable efforts to obtain stockholder approval to amend the Company’s Amended and Restated Certificate of Incorporation to eliminate the classification of the Board of Directors effective upon the Uplisting Effective Date (the “Board Structure Proposal”).
