Committees Generally. The Board may, from time to time, designate one or more committees. Any such committee, to the extent provided in the enabling resolution or in the Certificate or this Agreement, shall have and may exercise all of the authority of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, and the affirmative vote of a majority of the members present shall be necessary for the adoption of any resolution. The Board may dissolve any committee at any time, unless otherwise provided in the Certificate or this Agreement.
Committees Generally. The committees of the Company shall consist of an Appeals Committee, a Nominating Committee, a Member Nominating Committee, a Regulatory Oversight Committee, and such other Committees as may be from time to time established by the Board. Committees shall have such authority as is vested in them by this Agreement or the Exchange Rules, or as is delegated to them by the Board. All Committees are subject to the control and supervision of the Board.
Committees Generally. Committees of the Board of Managers shall be standing or special. The standing committees shall be the Executive Committee and such other standing committees as the Board of Managers may authorize with the written consent of the Member. Special committees may be created or terminated at any time by resolution of the Board of Managers. Every committee shall consist of at least two or more Managers and shall always have a majority of Managers among its members. All committee chairs and committee members shall be appointed by the Chair unless otherwise specified in this Operating Agreement.
Committees Generally. 3.1.1 As to each Product, the Developing Party and Focal shall establish the following Committees: a research committee to approve the Research Plan and Budget and to oversee, review and coordinate the Research Program with respect to such Product ("Research Committee"); an advisory development committee to monitor and review the Developing Party's Product Development with respect to such Product ("Development Committee"); an advisory manufacturing committee to monitor and review Focal's development of manufacturing capacity with respect to such Product under the Manufacturing Plan ("Manufacturing Committee"); and an advisory marketing committee to monitor and review the Developing Party's activities with respect to the marketing, promotion and distribution of such Product ("Marketing Committee"). The Development Committee, Manufacturing Committee and Marketing Committee are referred to herein collectively and individually as "Advisory Committees." The Advisory Committees and the Research Committee are referred to collectively and individually herein as "Committees."
3.1.2 Each Committee shall be comprised of an equal number of representatives from the Developing Party and Focal, selected by such party, it being understood that when Ciba and Chiron are jointly the Developing Party, Ciba and Chiron together shall have a combined number of representatives on the Committee equal to the number of Focal representatives. The Developing Party and Focal each may replace its Committee representatives at any time, with prior written notice to the other. The Developing Party and Focal each shall bear its own personnel and travel costs and expenses relating to Committee meetings. With the consent of the Developing Party and Focal, other representatives of Focal or the Developing Party may attend Committee meetings as nonvoting observers.
Committees Generally. Except as otherwise provided by these Bylaws, the Board of Directors may, by resolution or resolutions passed by a majority of the Directors then in office, establish Executive, Standing or Special Committees consisting of three (3) or more persons (except the number of members of Special Committees shall be determined by the Board), for any purpose defined by these Bylaws or determined by the Board; and when such committees are composed solely of Directors, the Board may delegate to such committees any of the powers and authority of the Board, except the power and authority to adopt, amend or repeal these Bylaws, or such other powers as may be prohibited by law. Without limiting the foregoing, at the Annual Organizational Meeting the Board shall elect all of the Standing Committees described in Sections 2 through 8 of this Article
Committees Generally. The Company Board may, by resolution of the Company Board, designate one or more committees, each committee to consist of two or more Directors. Any such committee, to the extent provided in the resolution of the Company Board establishing such committee, shall have and may exercise all the powers and authority of the Company Board in the management of the business and affairs of the Company. Committees of the Company Board will not be used in a manner that usurps the overall responsibility of the Company Board pursuant to this Agreement.
Committees Generally. The Board may, from time to time, designate one or more committees; provided that the composition of any committee shall be determined in good faith by the Board and, prior to the consummation of a Qualified Public Offering, the Contributor Manager shall have the right to be appointed to each such committee. Any such committee, to the extent provided in the enabling resolution or in the Certificate or this Agreement, shall have and may exercise all of the authority of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof and at least one Investor Manager shall constitute a quorum, and except as otherwise provided in this Agreement, the act of the Managers holding a majority of the total votes present at a meeting of such committee at which a quorum is present shall be the act of such committee. Once a quorum is present to commence a meeting of such committee, such quorum shall be broken as soon as no Investor Managers remain present at such meeting and no further business may be transacted at such meeting until such time as a quorum shall again be present. The voting rights of the Investor Managers with respect to any such committee shall be commensurate with the voting rights of the Investor Managers with respect to the Board. The Board may dissolve any committee at any time, unless otherwise provided in the Certificate or this Agreement.
Committees Generally. The Manager may designate one or more committees, which may include Persons who are not Members. The Manager may designate one or more Persons as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
Committees Generally. Where the Shareholders’ Agreements provide for identical committees of the Supervisory Boards of the Downstream Co and the Sugar and Ethanol Co, the respective committees of the two Joint Venture entities shall be comprised of the same members and shall act as if they were one committee.
Committees Generally. The Board may, from time to time, designate one or more committees. Each Investor Member that is entitled to designate at least one (1) Manager to the Board pursuant to Section 5.2(a) shall be entitled to designate at least one (1) of its designated Managers to each of the Board’s material committees. Any such committee, to the extent provided in the enabling resolution or in the Certificate or this Agreement, shall have and may exercise all of the authority of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, and the affirmative vote of a majority of the members present shall be necessary for the adoption of any resolution. The Board may dissolve any committee at any time, unless otherwise provided in the Certificate or this Agreement.
