Composition and Election Sample Clauses

Composition and Election. (a) The STOXX Board of Directors shall consist of four members. The term of office shall be three years; each member may be re-elected without any limitations. Each Party is entitled to nominate two members of the Board of Directors who will be proposed for election to the General Meeting; DBAG is in addition entitled to designate the President of the Board of Directors from among the persons proposed for election by DBAG; SIX is entitled to designate the Vice-President of the Board of Directors from among the persons proposed for election by SIX. Each proposal for election shall be submitted to the other Party in writing, together with an informative CV of each person proposed for election. Only persons who meet existing election requirements (if any) under applicable law may be proposed or designated for election to the STOXX Board of Directors. (b) The members of the Board of Directors shall not receive any remuneration for their work. They shall only be reimbursed reasonable expenses for travel costs, provided that such travels are required for them to fulfil their duties as members of the Board of Directors. Each Party shall itself insure, at its own discretion, the members of the STOXX Board of Directors nominated by it against the risks under responsibility and third party liability law (verantwortungs- und haftungsrechtliche Risiken) related to their office. (c) Each Party is obliged to vote with its shares in favour of the members of the Board of Directors proposed for election by the other Party as contractually agreed. (d) Each Party is entitled to demand at any time that members of the Board of Directors proposed for election by it be removed from office. If a Party demands that a member of the Board of Directors proposed for election by it be removed from office, a General Meeting for the purpose of removing such member from office (if necessary) and electing a successor shall be held without undue delay (unverzüglich). The other Party shall be obliged to participate in such General Meeting and to vote accordingly. The designated successor may, to the extent legally permissible, participate with an advisory vote, in his capacity as an expert, in all meetings of the Board of Directors that take place prior to his election. A person proposed for election who may already participate in meetings of the Board of Directors prior to being elected shall receive all documents made available to the members of the Board of Directors at the same time such...
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Composition and Election. (a) The STOXX Management Board shall be composed of the CEO and the CFO, and the Parties shall ensure that the Board of Directors of STOXX will appoint a person to be nominated by DBAG as CEO and a person to be nominated by SIX as CFO. (b) The STOXX Board of Directors may also appoint further Management Board members, if necessary, in particular a COO, CIO and CTO. Subject to the nomination rights under (a) above with regard to the CEO and the CFO, the Parties are entitled to propose adequate candidates in the event of vacancies or an extension of the Management Board; in this case, neither Party shall be obliged to approve the proposal of the other Party. (c) The Parties may only nominate persons as members of the Management Board provided that: (i) they meet any regulatory or other statutory requirements in Switzerland (and, if required, in any other jurisdictions where a STOXX entity commences or carries on a business); (ii) the respective person is independent of DBAG or SIX. Any person shall be deemed independent who is currently not employed, or has not been employed within the last three years, by DBAG or SIX or any of their respective Group Companies (except for the STOXX Entities) (including as a member of the Management Board (Vorstand) or the Executive Board (Geschäftsleitung), respectively, or as a member of the Supervisory Board (Aufsichtsrat) or the Board of Directors (Verwaltungsrat), respectively); and (iii) they are not concerned with the upper management, supervision or Control of a STOXX entity. (d) A member of the Management Board shall be removed if he no longer meets the requirements of (c) above during his term of office. The Parties shall procure that a successor to the Management Board member who left will be appointed as soon as possible. The above provisions shall apply accordingly in the event a Management Board member resigns or becomes permanently unable to work. (e) Each Party is entitled to request at any time that the member it has proposed be replaced. It is obliged to do so if the member it has proposed no longer meets the requirements of (d) above. In such case, the Parties shall procure that the responsible board will take the steps necessary for the respective changes. (f) SIX’ rights to propose to the Board of Directors a candidate for election as CFO and to refuse the candidate proposed by DBAG for election as CEO pursuant to the requirements of (c) above shall cease to exist upon entry into force of the reduced Agre...
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Composition and Election of the Executive Committee; Decisions. The Executive Committee shall consist of three (3) members, each to be elected by the affirmative vote of the Members holding a majority of the Percentage Interests. The initial members of the Executive Committee shall be Xxxxxxx X. Xxxxxxx, Xxxxxxx XxXxxxx and Xxxxxxx X.
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Composition and Election a. There shall be seven (7) members of the University Qualifications Committee selected as follows: (1) member shall be appointed by the Association. • One (1) member shall be appointed by the President or President’s designee. • Two (2) members shall be joint appointees of the parties.
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Composition and Election. In compliance with § 59-40-50(B)(9) of the Act and §59- 19-40 (A)(B) of Article One Title 59, the School’s governing board shall: 1) Consist of seven or more individuals with the exact number specified in or fixed in accordance with the bylaws; 2) Serve a term limited to two consecutive years, with additional terms limited to two consecutive years. 3) Hold an election and make appointments (if appointments are specified in the bylaws) at least every two years; 4) Maintain a composition of at least 50% of members elected by the employees, parents, and guardians of students enrolled in the school, with at least 50% of the board members having a background in K-12 education or business; 5) Ensure all School board members are South Carolina residents; 6) Not elect or appoint as a School board member anyone convicted of a felony; and 7) Specify in the bylaws how vacant board seats are filled to ensure that any noncompliance with the provisions of the Act because of one or more vacancies is reasonably resolved.
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Composition and Election. The officers of the corporation shall be a President and a Vice-President, elected for a term of two years by the Board of Directors from members of the Board at its annual meeting. The Board shall also elect for a term of two years a Secretary and a Treasurer who need not be members of the Board of Directors when elected, but who serve ex officio as members of the Board of Directors. Vacancies may be filled by the Board of Directors at any meeting.
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Composition and Election. Subcommittees shall be composed of such number of members as determined by the Steering Committee and shall serve for such terms as determined by the Steering Committee. In the event that an election is required by the Steering Committee, the election shall be conducted at the next scheduled GAIN Conference.
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Related to Composition and Election

  • Formation and Composition The Parties to this agreement will maintain a Joint Administration and Dispute Resolution Committee (JADRC) consisting of five (5) representatives of the employers and five (5) representatives of the Provincial Bargaining Council.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

  • Election and Tenure The President, the Treasurer and the Secretary, and such other officers as the Trustees may in their discretion from time to time elect shall each be elected by the Trustees to serve until his or her successor is elected or qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. Each officer shall hold office and each agent shall retain authority at the pleasure of the Trustees.

  • Composition of Committee A Union/Management Committee shall be established. The Employer and the Union shall each appoint two (2) representatives to the Union/Management Committee.

  • Composition and Meetings The Committee shall be comprised of equal number of representatives of the hospital and from the Union. The number of representatives is to be determined locally, and shall consist of at least two representatives from each party. Meetings of the Committee shall be held during normal working hours. Representatives attending such meetings during their regularly-scheduled hours of work shall not lose regular earnings as a result of such attendance. The Hospital shall make typing and other such clerical assistance available as required. Each party shall appoint a co-chair for the Committee. Co-chairs shall chair alternate meetings of the committee and will be jointly responsible for establishing the agenda of the Committee meetings, preparing minutes and writing such correspondence as the Committee may direct. To allow the Labour Adjustment Committee to carry out its mandated role under this Article, the Hospital will provide the Committee with pertinent financial and staffing information and with a copy of any reorganization plans which impact on the bargaining unit. The Committee shall submit its written recommendations to the Chief Executive Officer of the Hospital and the Board of Trustees. Where there is no consensus within the Committee, the individual members of the committee shall be entitled to submit their own recommendations. Any agreement between the Hospital and the Union resulting from the above review concerning the method of implementation will take precedence over the other provisions of this agreement.

  • Term and Election The Board of Trustees shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of trustees constituting the entire Board of Trustees. Within the limits above specified, the number of the Trustees in each class shall be determined by resolution of the Board of Trustees. The term of office of the first class shall expire on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. The term of office of the second class shall expire on the date of the second annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. The term of office of the third class shall expire on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement relating to the Shares under the Securities Act of 1933, as amended. Upon expiration of the term of office of each class as set forth above, the number of Trustees in such class, as determined by the Board of Trustees, shall be elected for a term expiring on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following such expiration to succeed the Trustees whose terms of office expire. The Trustees shall be elected at an annual meeting of the Shareholders or special meeting in lieu thereof called for that purpose, except as provided in Section 2.3 of this Article and each Trustee elected shall hold office until his or her successor shall have been elected and shall have qualified. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office, or removal, of a Trustee.

  • Composition of Board The Board shall consist of up to seven (7) Voting Directors and one non-voting Chair. The Voting Directors shall be elected by the Members as set forth in clause (iii) below.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Selection and Nomination of Trustees While this Plan is in effect, the selection and nomination of persons to be Trustees of the Fund who are not "interested persons" of the Fund ("Disinterested Trustees") shall be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or nomination as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Trustees.

  • Composition of the Committee The Committee will comprise: - one (1) retiree appointed by OPSEU CAAT Academic - one (1) retiree appointed by OPSEU CAAT Support - one (1) retiree appointed by the Ontario Colleges Administrative Staff Association (OCASA) - three (3) management representatives appointed by the Council - one (1) resource person appointed by OPSEU - one (1) resource person appointed by OCASA - one (1) resource person appointed by the Council Additionally, when necessary, representatives of insurance carriers shall attend meetings to provide information but shall not act as resource persons for any of the parties.

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