Composition of the Executive Committee Sample Clauses

Composition of the Executive Committee. 1. The Executive Committee shall consist of ten exporting members and ten importing members, provided that if either the number of exporting members or the number of importing members in the Organization is ten or less the Council may, while maintaining parity between the two categories of members, decide, by special vote, the total number on the Executive Committee. Members of the Executive Committee shall be elected for each cocoa year in accordance with article 16 and may be re- elected. 2. Each elected member shall be represented on the Executive Committee by a representative and, if it so desires, by one or more alternates. Each such member may also appoint one or more advisers to its representative or alternates. 3. The Chairman and Vice-Chairman of the Executive Committee, elected for each cocoa year by the Council, shall both be chosen from among the delegations of the exporting members or from among the delegations of the importing members. These offices shall alternate each cocoa year between the two categories of members. In the temporary or permanent absence of the Chairman and the Vice-Chairman, the Executive Committee may elect new officers from among the representatives of the exporting members or from among the representatives of the importing members, as appropriate, on a temporary or permanent basis as may be required. Neither the Chairman nor any other officer presiding at meetings of the Executive Committee may vote. His alternate may exercise the voting rights of the member which he represents. 4. The Executive Committee shall meet at the headquarters of the Organization unless, by special vote, it decides otherwise. If, on the invitation of any member, the Executive Committee meets elsewhere than at the headquarters of the Organization, that member shall pay the additional costs involved.
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Composition of the Executive Committee. Appointment of its members
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Composition of the Executive Committee. The By-Laws of the Surviving Corporation will provide that, until July 1, 2001, the Executive Committee will consist of three UNUM directors, including the Chief Executive Officer, and three Provident directors, including the President. The Chief Executive Officer will also serve as the Chairman of the Executive Committee. EXECUTIVE OFFICERS ------------------
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Composition of the Executive Committee. The Executive Committee shall be composed of four (4) representatives (individually, a "Representative" and collectively, the "Representatives"). Each Member shall appoint two (2) Representatives to the Executive Committee. Tejon hereby appoints Xxxxx Xxxx ("Xxxx") and Xxxx XxXxxxx ("XxXxxxx") as its initial Representatives. Majestic hereby appoints Xxxxx Xxxxxxxx and Xxxxxx Xxxxxxx as its initial Representatives. If the initial or replacement Representative of any Member ceases to serve, then such Member shall replace its Representative with a new Representative. Any replacement Representative appointed by a Member pursuant to the preceding 1101801.21/OC 54430-10898/2568195.16 2 sentence shall be subject to the approval of the other Member, which approval shall not be unreasonably withheld, conditioned or delayed. The authorized number of Representatives on the Executive Committee may be increased or decreased only with the prior written approval of both Members.
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Composition of the Executive Committee. The Executive Committee shall be comprised of the Chairperson, the Vice- Chairperson/Secretary and the Treasurer, as voting members, and the Administrator shall serve as ex officio participant on the Executive Committee. The Executive Committee may establish other ex officio positions on the Executive Committee and may select a Representative or retain an individual unaffiliated with the Pool to serve in any such additional positions. No ex officio participant on the Executive Committee shall be entitled to vote on any issue before the Board or Executive Committee unless that person is also a Representative. The Treasurer, Administrator and any other ex officio participants shall serve on the Executive Committee for such time as may be designated by the Executive Committee.
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Composition of the Executive Committee. The initial number of Executives comprising the Executive Committee shall be four (4), which number may be increased or decreased from time to time by unanimous agreement of the Voting Members but never below one (1). The FP Member shall appoint two (2) Executives who shall at all times serve at the will of the FP Member, and the RP Member shall appoint the other two (2) Executives who shall at all times serve at the will of the RP Point Member. The Manager and each Member shall be entitled to look to and rely solely on the Executives of each Member, who shall bind such Member for all purposes of this Agreement. An Executive may be removed and replaced at any time or from time to time without cause by the Member that originally appointed such Executive and shall hold office until such time as his or her successor shall have been appointed. Any vacancy occurring on the Executive Committee shall be filled by the Member that originally appointed the Executive with respect to which such vacancy has occurred, provided that if both of the Executives appointed by a Member shall cease to be Executives, then no action will be taken and no approval or consent will be given by the Executive Committee until at least one (1) Executive has been appointed by such Member to fill one (1) of such vacancies. In the event of the Disposition of a Voting Member’s entire Interest in accordance with the terms of this Agreement, all Executives appointed by such Member with respect to such Disposition shall be deemed automatically removed as of the close of such Disposition. If the transferee acquiring such Interest is admitted as substitute member in accordance with this Agreement, then such transferee shall thereafter have the right to appoint the same number of Executives that were previously appointed by the transferring Member.
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Composition of the Executive Committee. The Shareholders each hereby agree to constitute an Executive Committee composed of the Chairman of the Company (who shall represent the Shareholder who designated him) and a member of the Board of Directors designated by the other Shareholder (who shall represent the other Shareholder). The General Manager shall not be a voting member of the Executive Committee but the Executive Committee may in its discretion cause the General Manager to participate in its meetings. The Executive Committee may by unanimous vote take all actions, initiatives and decisions that may be delegated to it pursuant to a formal Board resolution and which are within the authority of the Board as set forth in Section 2.9. In addition, in the absence of such a delegation of authority, it may take such actions, initiatives and decisions within the exclusive authority of the Board of Directors (as set forth below) to the extent, in the reasonable judgment of the Executive Committee, urgent action is required within a time frame which precludes convening the Board of Directors. The Executive Committee shall further be empowered to formulate resolutions and proposals for submission to the Board of Directors.
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Composition of the Executive Committee. If established, the number of members of the Executive Committee shall be determined by the Board of Directors, but shall not consist of less than two members, and must include one Commercial Director and one Residential Director unless the actions of said Committee are confined to the Component of the Condominium represented by the appointees. The initial members of the Executive Committee may be appointed at any meeting of the Board of Directors, and thereafter the membership of the Executive Committee shall be determined at each Annual Board Meeting.
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Composition of the Executive Committee. (1) The Executive Committee shall consist of eight exporting members and eight importing members, provided that if either the number of exporting members in the Organization or the number of importing members in the Organization is ten or less the Council may, while maintaining parity between the two categories of members, decide by special vote the total number on the Executive Committee. Members of the Executive Committee shall be elected for each quota year in accordance with article 16 and may be re-elected. (2) Each elected member shall be represented on the Executive Committee by a representative and, if it so desires, by one or more alternates. Each member may also appoint one or more advisers to its representative or alternates (3) The Chairman of the Executive Committee shall be elected by the Council for each quota year and may be re-elected. In the temporary or permanent absence of the Chairman, the Executive Committee may elect an acting Chairman until the Chairman returns or until a new Chairman is elected by the Council. Neither the Chairman nor the acting Chairman shall vote. If a representative elected Chairman or acting Chairman, his alternate may vote in his place. (4) The Executive Committee shall meet at the head quarters of the Organization unless by special vote decides otherwise. If on the invitation of any member the Executive Committee meets elsewhere than at the headquarters of the Organization, that member shall pay the additional costs involved.
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Related to Composition of the Executive Committee

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • Composition of the Board At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

  • 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.

  • Committees of the Board of Directors (a) The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees (in addition to those listed below), each of which shall be comprised of one or more of its members, and may designate one or more of its members as alternate members of any committee, who may, subject to any limitations by the Board of Directors, replace absent or disqualified members at any meeting of that committee. Any such committee, to the extent provided in such resolution or in the Articles of Incorporation or these Bylaws, shall have and may exercise all of the authority of the Board of Directors to the extent permitted by the NRS, including, without limitation, the power and authority to declare a dividend, to authorize the issuance of stock or to adopt a plan of merger pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal of the Company to be affixed to all papers which may require it. In addition to the above, such committee or committees shall have such other powers and limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors. (b) The Board of Directors shall have the power at any time to change the membership of any such committee and to fill vacancies in it. A majority of the number of members of any such committee shall constitute a quorum for the transaction of business unless a greater number is required by a resolution adopted by the Board of Directors. The act of the majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee, unless the act of a greater number is required by a resolution adopted by the Board of Directors. Each such committee may elect a chairman and appoint such subcommittees and assistants as it may deem necessary. Except as otherwise provided by the Board of Directors, meetings of any committee shall be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. Any member of any such committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not of itself create contract rights. (c) Any action taken by any committee of the Board of Directors shall promptly be recorded in the minutes and filed with the Secretary. (d) Notwithstanding anything herein contained to the contrary, the composition and powers of any committee of the Board of Directors are expressly subject to the requirements of any stock exchange or quotation system on which the capital stock of the Company is traded or quoted, or the Exchange Act.

  • 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.

  • The Board (a) The Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Director and the provisions of Section 3.3 hereof with respect to the election of Directors by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Director. The names and mailing addresses of the Directors shall be set forth in the books and records of the Company. The number of Directors shall be fixed from time to time by a written instrument signed by, or by resolution approved at a duly constituted meeting by vote of, a majority of the Board, provided however that the number of Directors shall at all times be at least one and no more than ten as determined, from time to time, by the Directors pursuant to this Agreement. (b) Each Director shall serve as a Director for the duration of the term of the Company, unless his or her status as a Director shall be sooner terminated pursuant to Section 4.2 hereof. If any vacancy in the position of a Director occurs, the remaining Directors may appoint a person to serve in such capacity, provided that, at any time the Company is registered under the Company Act, such appointment is in accordance with the Company Act. The Directors may call a meeting of Members to fill any vacancy in the position of Director, and shall do so at any time the Company is registered under the Company Act and such meeting is required by the Company Act. (c) In the event that no Director remains to continue the business of the Company, the Investment Manager shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Director ceased to act in that capacity, for the purpose of determining whether to continue the business of the Company and, if the business shall be continued, of electing the required number of Directors to the Board. If the Members shall determine at such meeting not to continue the business of the Company or if the required number of Directors is not elected within 60 days after the date on which the last Director ceased to act in that capacity, then the Company shall be dissolved pursuant to Section 6.1 hereof and the assets of the Company shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Committees of the Board The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

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