Director Nominations. Each Class B Nominating Committee shall be responsible for assessing the qualifications of candidates to serve as Directors to be elected by the particular class. Not less than 90 days but not more than 120 days prior to an annual meeting of shareholders at which a Class B-1 Director, a Class B-2 Director or a Class B-3 Director is to be elected, the applicable Class B Nominating Committee(s) shall select nominees for election to such directorship. Such Class B Nominating Committee(s) shall select, subject to the provisions of the Certificate of Incorporation, up to two nominees for each directorship to be filled by the applicable class of Class B Common Stock at such meeting. In addition to such nominee(s), the nominations in the proxy statement mailed to shareholders in conjunction with the annual meeting of shareholders shall include, as part of or in addition to such nominee(s), (i) any nominee who is nominated by the holders of at least 100 shares of Class B-1 Common Stock, in the case of the Class B Nominating Committee representing such class, (ii) any nominee who is nominated by the holders of at least 100 shares of Class B-2 Common Stock, in the case of the Class B Nominating Committee representing such class, and (iii) any nominee who is nominated by the holders of at least 150 shares of Class B-3 Common Stock, in the case of the Class B Nominating Committee representing such class; provided, however, in the case of any such nominations, the nomination is submitted in writing and accompanied by a description of the proposed nominee’s qualifications and other relevant biographical information and evidence of the consent of the proposed nominee and is submitted to the Corporate Secretary no later than ten days from the date of the announcement of the Class B nominees. All nominees shall meet the requirements, if any, in the Certificate of Incorporation, in these Bylaws or in the Consolidated Rules of the Exchange for service on the Board of Directors. No nominee shall be a candidate for more than one directorship. If a nominee withdraws, dies, becomes incapacitated or disqualified to serve, the applicable Class B Nominating Committee shall, as quickly as practicable, submit a new nominee to the Chairman of the Board. Each Class B Nominating Committee shall submit its nominee(s) in writing to the Chairman of the Board. Such writing shall set forth as to each nominee for election or re-election as a Director: (1) the name, age, business address and r...
Director Nominations. On an annual basis, the Nominating Committee shall nominate Directors for each Director position standing for election at the annual meeting of the Company Members in the applicable year, subject to Section 7.3 and remainder of this Section 7.4. For positions requiring persons who qualify as Member Representative Directors, the Nominating Committee shall nominate only those persons whose names have been approved and submitted by the Member Nominating Committee, and approved by, if applicable, Exchange Members pursuant to the procedures set forth below in this Section 7.4 (and subject, where applicable, to Section 7.4(e)). For Director positions requiring persons who qualify as Investor Directors, the Nominating Committee shall nominate only those persons whose names have been approved and submitted by the applicable Investor Holdco Members having the right to nominate such person pursuant to Section 7.3(c), 7.3(d) or 7.3(e), as applicable.
Director Nominations. The Nominating Committee shall nominate candidates for election to the Board by Holdco, on an annual basis, and for all other vacant or new Director positions on the Board. The Nominating Committee, in making such nominations, is responsible for ensuring that candidates meet the compositional requirements of Section 7.3(b). The number of Non-Industry Committee Members on the Nominating Committee shall equal or exceed the number of Industry Committee or Panel Members on the Nominating Committee. All Nominating Committee members shall be Independent Directors. A Nominating Committee member may simultaneously serve on the Nominating Committee and the Board.
Director Nominations. For each Director position nominated by or from Members Using a Cooperative Service at a Location within a Director District (“Nominating Members”) and scheduled for election by Members at a Member Meeting, the Nominating Members or Members shall nominate individuals as provided in this Bylaw.
Director Nominations. Class A Members shall have the right to nominate candidates for Directors as described in Section 5.3(b) hereof;
Director Nominations. Class B Members owning, in the aggregate, not less than ten percent (10%) of the issued and outstanding Class B Units, shall have the right to nominate candidates for Directors as described in Section 5.3(b) hereof;
Director Nominations. (a) Only persons who are nominated in accordance with the procedures set forth in this Section 3.5 shall be eligible for election or re-election as Directors. Nominations of persons for election or re-election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation who is entitled to vote for the election of such nominee at the meeting and who complies with the notice procedures set forth in this Section 3.5.
Director Nominations. From the date hereof until the first -------------------- date on which Stockholder does not beneficially own at least five percent (5%) of the lesser of (x) the sum of (i) the number of then outstanding Paired Shares and (ii) the number of then outstanding Unpaired Shares, or (y) the sum of (i) the number of Paired Shares outstanding immediately after the Merger and (ii) the number of Unpaired Shares outstanding immediately after the Merger (the lesser of (x) and (y) being the "Sum") (provided, however, that in the event the -------- ------- Standstill Agreement of even date herewith between Patriot and Stockholder is no longer in effect, then the Sum shall be calculated in the manner prescribed by (x), irrespective of the number of shares computed pursuant to (y)), each of Patriot and OPCO hereby agrees, if at the time thereof Xxxxxx Xxxx or a designee of Stockholder is not a director of such corporation, (i) to propose as a nominee for election to the Board of Directors of such corporation a designee of Stockholder (which need not be the same individual in each case) (a "Designee"), (ii) to include the name of the applicable Designee as a nominee in its proxy card, (iii) to recommend the election of the applicable Designee to its stockholders (if any such recommendation is made by its Board of Directors as to any other nominee), (iv) to solicit proxies on behalf of the Designee to the same extent proxies are solicited on behalf of any other nominee for election to the Board of Directors, and (v) to cause the attorneys-in-fact named in the proxy cards to vote the shares in respect of which proxies are given for the election of the Designee as a director unless such proxy cards give contrary instructions.
Director Nominations. Nominations of persons for election to the Board of the Corporation may be made at any annual meeting of shareholders by or at the direction of the Board or by a Proposing Shareholder entitled to vote for the election of Directors at the meeting (the “Nominating Shareholder”). Such shareholder nominations shall be made pursuant to timely notice given in writing to the Secretary of the Corporation in accordance with Section 11 of this Article III. The Nominating Shareholder’s notice shall set forth, in addition to the information required by Section 11, as to each person whom the Nominating Shareholder proposes to nominate for election or re-election as a Director, (i) the name, age, business address, and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are beneficially owned by such person, (iv) any other information relating to such person that is required to be disclosed in solicitation of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected), and (v) the qualifications of the nominee to serve as a Director of the Corporation as set forth in subsection (b) of this Section 12. In the event the Board or the Chief Executive Officer calls a special meeting of shareholders for the purpose of electing one or more Directors to the Board, any shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if the shareholder’s notice of such nomination contains the information specified in this Section 12 and shall be delivered to the Secretary of the Corporation not later than the close of business on the 10th day following the day on which the date of the special meeting and either the names of the nominees proposed by the Board to be elected at such meeting or the number of directors to be elected are publicly announced or disclosed. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 12. No shareholder nomination shall be effective unless made in accordance with the procedures set forth in thi...
