Director Duties. Each Director and director of a Company Subsidiary shall be required to have regard to, and act in the best interests of, the Company and all of its Shareholders; provided that, to the maximum extent permitted by law and without detracting from or limiting the foregoing obligation, Directors and directors of Company Subsidiaries shall be permitted to also have regard to the interests of the Shareholder Group that appointed that Director in carrying out his or her duties as a Director or a director of any Company Subsidiary to the extent that those interests are consistent with the best interests of the Company and all of its Shareholders.
Director Duties. Notwithstanding anything to the contrary in this Agreement, no provision hereof shall prevent, restrict, Encumber or in any way limit the exercise of the fiduciary rights and obligations of any Investor Designated Director as a director, or his or her ability to vote on matters, influence management or the other directors or otherwise to discharge their fiduciary or other duties as directors. The Company shall not approve or recommend to its stockholders any transaction or resolution, or approve, recommend or take any other action (other than those expressly contemplated by this Agreement) that would restrict the right of any Investor Designated Director to vote on any matter as such director believes appropriate in light of his or her duties as a director or the manner in which an Investor Designated Director may participate in his or her capacity as a director in deliberations or discussions at meetings of the Board or any committee thereof.
Director Duties. Director agrees to serve as a director of the Company, the Chairperson of the Company’s Board of Directors, and the Chairperson of the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, until Director’s successor is duly elected and qualified or until Director’s earlier death, resignation, retirement, disqualification or removal.
Director Duties. The parties agree and acknowledge that all directors of the Company have fiduciary duties to all stockholders of the Company under applicable laws, rules and regulations. Nothing in this Agreement is intended to require any such director to breach or violate any such fiduciary duties. In addition, notwithstanding anything to the contrary in this Agreement, no provision hereof shall prevent, restrict, encumber or in any way limit the exercise of the fiduciary rights and obligations of any Investor Designated Director as a director, or his or her ability to vote on matters, influence management or the other directors or otherwise to discharge their fiduciary or other duties as directors. The Company shall not approve or recommend to its stockholders any transaction or resolution, or approve, recommend or take any other action (other than those expressly contemplated by this Agreement) that would restrict the right of any Investor Designated Director to vote on any matter as such director believes appropriate in light of his or her duties as a director or the manner in which an Investor Designated Director may participate in his or her capacity as a director in deliberations or discussions at meetings of the Board or any committee thereof.
Director Duties. Except for contractual duties expressly provided under this Agreement, and to the extent permitted by Section 18-1101(e) of the Act, no Director shall have any duties (including any fiduciary duties) to the Company, MIC, or any Subsidiary of the Company, or any of their respective direct and indirect stockholders, or to any Member or creditor of the Company, whether or not such duties arise or exist at law or in equity, other than the implied contractual covenant of good faith and fair dealing, and each Member and Director hereby expressly waives any such duties (including any fiduciary duties). The Directors, in their capacity as such, shall have no other duty, fiduciary or otherwise, to the Company, any Member or any other Person (including any creditor of the Company or any Member or any Assignee of Interest). The provisions of this Agreement other than this Section 7.8 shall create contractual obligations of the Directors only, and no such provision shall be interpreted to expand or modify the fiduciary duties of the Directors under the Act. The provisions of this Section 7.8, to the extent that they restrict or modify the duties and liabilities of the Directors under the Act or otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Directors. Each Director is entitled to a presumption that any act or failure to act on the part of the Director, and any decision or determination made by the Director, is presumed to satisfy the duties of a Director under the Act, modified as set forth in this Section 7.8, and no act or failure to act on the part of the Director, or decision or determination made by the Director (whether with respect to a change of control of the Company or otherwise) shall be subject to any duty, standard of conduct, burden of proof or scrutiny, whether at law or in equity, other than as set forth in this Section 7.8.
Director Duties. In administering the purchasing program, the director shall do all of the following:
(a) No later than 45 days after the effective date of this article, establish an advisory committee, which shall be comprised of representatives of organizations including, but not limited to, the California Fire Chiefs Association, the Fire Districts Association of California, the California Professional Firefighters, the CDF Firefighters and the California State Firefighters Association, Inc.The committee shall meet no later than 30 days after all members are appointed.
(b) Consult with the advisory committee regarding equipment specifications and other matters relating to the acquisition of thermal imaging equipment, and require the advisory committee to formulate specifications no later than 120 days after its initial meeting.
(c) Notify all local and state agencies about the purchasing program, including the opportunity to purchase additional units at the contract price, and determine whether those agencies are interested in obtaining thermal imaging equipment.
(d) Purchase thermal imaging equipment at the lowest possible price from a reliable vendor that meets specified requirements. It is the intent of the Legislature that the director enter into a multiyear contract for this purpose no later than 180 days after the committee formulates specifications pursuant to subdivision (b).
(e) Include a provision in the vendor contract allowing any local or state agency to purchase additional units directly from the vendor at the contract price.
(f) Any local agency that elects to participate in the thermal imaging equipment purchasing program shall pay one-half of the contract price for each piece of equipment purchased on its behalf by the state.
Director Duties. Executive shall have the following duties and responsibilities as a member of the Board:
(i) Until Executive's appointment as Chairman of the Board, as provided in Section 5(a)(ii) below, Executive shall have the same duties and responsibilities as other members of the Board.
(ii) After December 31, 2003 or such earlier date of the present Chairman's resignation, and until the expiration of the Employment Period or Executive's attainment of the Board's mandatory retirement age or such earlier date as is mutually agreed by the parties, Executive shall serve as the Chairman of the Board. As Chairman of the Board, Executive shall have such duties and responsibilities as shall be set forth in the Company's By-Laws or as otherwise delegated by the Board of Directors.
Director Duties. Directors are responsible for carrying out the duties of the Board under this Agreement in a diligent and timely manner. If a Director fails to attend three consecutive Board meetings without reasonable cause, the Board may declare the office vacant and fill the position by appointment. The position will then be up for election at the next election for the remainder of the term.
Director Duties. To the extent of my current abilities and acquired training, I will perform the following duties within the frameworks and policies determined by the Board as a whole:
a. Membership: I will maintain my Co-op Membership in good standing.
b. Meetings: I will prepare for and reliably attend Membership meetings and events, monthly Board meetings, committee meetings, Board retreats and other work sessions, and all required Director education seminars. I will not be absent from more than two monthly Board meetings in a row, and I will not miss more than three monthly Board meetings per Board year (May through April).
c. Members/Owners: I will actively engage with Co-op owners to faithfully represent their interests as the Board develops and monitors the organizational Ends of the Co-op, thereby working within the Board to set the direction for the future of the Co-op in alignment with what I believe to be in Owners’ best interests.
d. Co-op Outreach: I will actively develop my understanding of Co-op Owner benefits, Cooperative processes, and current retail programs, so as to knowledgeably and accurately represent them to Owners and throughout the community.
Director Duties. The Director shall administer and manage the Department. The Director shall have the sole authority to employ staff for the Department and shall make all final employment decisions concerning any staff, including termination. The Director will bring recommendations to the Board for approval of job descriptions for staff, training requirements, codes, signals and on-air protocols make all decisions concerning technology and equipment, develop Standard Operating Procedures and make recommendations to the Board for any software or contractual obligations, or any other action necessary to operate, manage and administer the Department.
