Director Responsibilities. On the Effective Time Consultant will become a Director of PCBG and shall continue as Chairman of Banklink. Consultant will be entitled to receive monthly Board and Committee fees or other forms of consideration for outside Directors, payable to either Consultant or his designee, at Consultant's sole discretion. In the event that Consultant resigns as a member of the Board of Directors of PCBG, such Director fees or other forms of consideration shall terminate at such time. In the event that PCBG requests the resignation of Consultant as a member of the Board of Directors of PCBG or removes Consultant as a Director of PCBG before the third anniversary of the Effective Date, PCBG shall pay Consultant an amount equal to the monthly Director and Committee fees, or other forms of compensation, times thirty-six, minus the number of payments previously paid. Such payment will be made immediately upon notification that Consultant shall no longer be a Director of PCBG.
Director Responsibilities. The business of the Company is conducted by its employees, managers, and officers, under the direction of the CEO and subject to the oversight of the Board. The basic responsibility of the Board is to exercise its business judgment to provide strategic guidance to and oversight of the business of the Company in a manner that it reasonably believes to be in the best interests of the stockholders. The Board may also take into consideration, as appropriate, the interests of other stakeholders, including employees and members of the communities in which the Company operates. Management is expected to report regularly to the Board in a comprehensive, accurate, and timely manner on the business and affairs of the Company. In fulfilling their responsibility, members of the Board should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors, to the fullest extent permitted by law. Each Director is expected to regularly attend Board meetings and meetings of Committees on which he or she serves, with the understanding that on occasion a Director may be unable to attend a meeting. Each Director is also expected to allocate sufficient time to meet as frequently as needed, review materials and prepare for each meeting, and properly discharge the Director’s responsibilities. The Board is responsible for reviewing, providing advice and counsel on, and, where appropriate, approving the business plans, major strategies, and financial objectives of the Company. The Audit Committee shall be responsible for overseeing the financial processes, controls and reporting of the Company on behalf of the Board. The Board, and appropriate Committees of the Board, shall be responsible for overseeing and reviewing with management the Company’s compliance with applicable laws and regulations. The Board is responsible for utilizing the experience and perspectives of its Directors to advise and counsel management, both in meetings and in informal consultation, on significant issues facing the Company. The Board is responsible for reviewing and approving significant actions that are required to be approved by the Board under applicable state corporate law, including appointment of executive officers, declaration of dividends, and approval of major transactions. In addition, the Board is responsible for approving certain actions by the Company as set forth in these Corporate Governance Guidelines and any other policy as may b...
Director Responsibilities. Subject to the approval of this Agreement by a majority of the current directors of COMPANY, EXECUTIVE shall be elected a member of the Board of Directors, to serve in such position until the next regular meeting of COMPANY's shareholders. EXECUTIVE's continued service on COMPANY's Board of Directors thereafter shall be subject to his election by vote of the shareholders, but COMPANY will include
Director Responsibilities. Each director will act in the best interests of the Corporation and its stockholders. Directors will preserve the confidentiality of confidential material given or presented to the Board. Directors must disclose to other directors any potential conflicts of interest they may have with respect to any matter under discussion and, if appropriate, refrain from voting on a matter in which they may have a conflict. Each director, will, in the performance of such director’s duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters such director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Director Responsibilities. Subject to obtaining any necessary stockholder consents, the EXECUTIVE shall be elected a member of the Board of Directors, to serve in such position until the next regular meeting of the COMPANY'S stockholders. The EXECUTIVE'S continued service on the COMPANY'S Board of Directors thereafter shall be subject to his election by vote of the stockholders, but the COMPANY will include the EXECUTIVE in its recommended slate of candidates for membership on the Board. In the event that the EXECUTIVE'S employment with the COMPANY under this Agreement is terminated for any reason, the EXECUTIVE shall promptly submit to the Chairman of the Board his resignation as a Director.
Director Responsibilities. Board members are expected to be good stewards of the Corporation, attend all board meetings, actively participate in Board activities, attend Department of Education approved training as may be required from time to time and comply with all state and federal laws that pertain to Minnesota Charter Schools. All new board members are required to participate in the annual Board of Directors Retreat held in July before the first meeting of the year. Pursuant to MN Stat 124E.07 Subd. 7, every charter school board member shall attend annual training through the member’s term. All new board members shall attend initial training on the board’s role and responsibilities, employment policies and practices, and financial management. A new board member who does not begin the required initial training within six (6) months after being seated and complete that training within twelve (12) months after being seated is automatically ineligible to continue to serve as a board member and shall be removed by the Board of Directors.
Director Responsibilities. Best Judgment — Directors should exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company in a manner consistent with their fiduciary duties. Directors should regularly attend meetings of the Board and of all Board committees upon which they serve, and should review relevant meeting materials in advance of any such meeting.
Director Responsibilities. Shareholders’ Agreements can be used to clarify who makes decisions within a company and to determine the power held by the shareholder or director. The roles of director and shareholder within a company can be carried out by a single person, however in order to avoid the potential issues that arise where there is a conflict of interest, a Shareholders’ Agreement can be used to establish which decisions can be made by directors without the input of the shareholders, in order to make a clear distinction between the roles. Directors may have other jobs, directorships or external commitments to those of the Company. Accordingly, the Shareholders’ Agreement, (drafted alongside the director’s service agreement or contract of employment), can oblige each shareholder who is a director to devote an agreed amount of time to the company.
Director Responsibilities. In addition to the aforementioned duties, Director or above responsibilities include but are not limited to: Attending any applicable Leadership Retreat. In the event you are not able to attend, you should inform your Field Relations team and ensure other arrangement have been made for your team. Holding monthly All-Business Owner meet-ups, or support existing local meetings. Planning, holding and conducting at least three (3) Opportunity Events per calendar quarter.
Director Responsibilities. As Non-Executive Chairman, Xxxxxx shall have such duties as are assigned by the Boards of Directors of the Companies and are customary for such position. Xxxxxx shall not perform the duties of or function as Chief Executive Officer or any other employee of the Companies.
