Class B Directors Clause Samples
The 'Class B Directors' clause defines the role, rights, and responsibilities of directors designated as Class B within a company's board structure. Typically, this clause outlines how Class B Directors are appointed, their term lengths, and any special voting powers or limitations they may have compared to other classes of directors. For example, Class B Directors might be nominated by a specific group of shareholders or have authority over certain board decisions. The core function of this clause is to establish a clear governance framework by differentiating the powers and selection process of Class B Directors, thereby ensuring balanced representation and decision-making within the board.
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Class B Directors. The number of Directors of the Corporation shall be fixed from time to time pursuant to the bylaws of the Corporation (the “Bylaws”); provided, however, that notwithstanding the foregoing or anything in the Bylaws to the contrary:
(a) At all times when the holders of all the outstanding shares of Class B Common Stock (assuming that all the outstanding shares of Class A Common Stock which are then exchangeable for Class B Common Stock have been so exchanged) are collectively entitled to cast a majority of the Total Voting Power: (i) the Board shall be comprised of nine Directors, (ii) the Class B Common Stock shall be entitled, voting separately as a class, to elect five of such Directors to serve as Class B Directors, (iii) the quorum for action by the Board shall be a majority of the Board, which majority shall include at least four Class B Directors, and (iv) the remaining four Directors will be Class A Directors nominated by a nominating committee consisting solely of the Class A Directors then in office (the “Nominating Committee”) and elected by the holders of the Common Stock, voting together as a single class; provided, however, that at all times when Rule 4350(d)(2)(A) of the NASDAQ Rules applies to the Corporation a sufficient number of the Class A Directors must satisfy the requirements of that Rule with respect to the Corporation so that, together with any Class B Directors which may also satisfy such requirements with respect to the Corporation, there are enough Directors to constitute an audit committee of the Board which complies with the requirements of Rule 4350(d) of the NASDAQ Rules. As used herein, “NASDAQ Rules” means the rules promulgated by The Nasdaq Stock Market, Inc. which apply to issuers whose common stock is listed on the Nasdaq Global Market.
Class B Directors. The holder of the Class B Common Stock shall have the right, voting separately as a class, at each meeting of the holder of the Class B Common Stock held for the purpose of electing Class B Directors (as hereinafter defined) to nominate and elect a number of directors of the Corporation as set forth below (the directors elected by the holder of the Class B Common Stock are hereinafter referred to as the “Class B Directors”). No stockholders of the Corporation other than the holder of the Class B Common Stock shall be entitled to vote with respect to the election or the removal without cause of the Class B Directors.
a. At any time other than during a Suspension or following the occurrence of a Permanent Suspension, the holder of the Class B Common Stock shall have the right, voting separately as a separate class, at each meeting of the holder of the Class B Common Stock held for the purpose of electing Class B Directors to nominate and elect a number of Class B Directors as the holder shall designate from time to time, provided that the number of Class B Directors shall not exceed the sum of (x) one plus (y) the total number of directors then in office, other than Class B Directors (the “Class A Directors”).
b. During a Suspension or following the occurrence of a Permanent Suspension, the holder of the Class B Common Stock shall have the right, voting separately as a class, at each meeting of the holder of the Class B Common Stock held for the purpose of electing Class B Directors to nominate and elect that number of Class B Directors, rounded to the nearest whole number, as would represent the same percentage of the total number of authorized directors then constituting the entire Board of Directors (after giving effect to the election of such Class B Directors) as the percentage of the Total Voting Power represented by the Voting Securities Beneficially Owned by TD and its Affiliates as of the record date for such election; provided that in no event shall the number of Class B Directors nominated and elected by the holder of the Class B Common Stock pursuant to this provision constitute (x) 50% or more of the total number of directors then in office or (y) less than one director.
c. At any meeting held for the purpose of electing directors, the presence in person or by proxy of the holder of the outstanding share of Class B Common Stock shall be required and be sufficient to constitute a quorum of such class for the election of Class B Directors by such ...
Class B Directors. Their mandate shall be for a term of four (4) years, unless otherwise agreed between the Class A Directors and the Class B Directors.
Class B Directors. Commencing on the Effective Date of this Agreement, Atlantic Energy, LLC or its designee (“Atlantic Energy”) shall be entitled to appoint three (3) Directors (each a “Class B Director” and collectively the “Class B Directors”); provided, however, that the Persons so appointed shall have primary residences located south of U.S. Interstate 80 in the State of Iowa. Such right of appointment by the Atlantic Energy Members shall expire pursuant to the schedule contained in Section 5.4. Subject to the expiration of its right of appointment, a Director appointed by Atlantic Energy under this Section shall serve at the pleasure of Atlantic Energy until a successor is appointed, or until the earlier death, resignation, or removal of such Director. Any Class B Director appointed by Atlantic Energy may be removed for any reason by Atlantic Energy, upon written notice to the Directors. Any vacancy of a Class B Director seat shall be filled by the unanimous vote of the remaining Class B Directors within thirty (30) days of its occurrence.
Class B Directors. If, pursuant to the certificate of incorporation, any directors are elected by the vote of the holders of the shares of Class B Common Stock of the corporation voting as a separate class, such directors shall be designated as the "Class B Directors" and are referred to herein as "Class B Directors." Class B Directors may only be removed by the vote of a majority of the holders of shares of Class B Common Stock and any vacancy in the board of directors created by the resignation, removal, disqualification, retirement or death of a Class B Director may be filled only but the remaining Class B Directors or, if there are none, in the manner provided by law.
Class B Directors