DIRECTORS AND BOARD MEETINGS. Section 401. Management by Board of Directors. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
DIRECTORS AND BOARD MEETINGS. 10.1 Board meetings shall be held at regular intervals as the Board shall determine from time to time provided that at least one meeting of the Board is to be held in each quarter of a year and that any Director may call a board meeting at any time by not less than 7 days’ notice in writing to the Company.
10.2 The Board shall be entitled to require a representative of the Management Team to attend Board meetings to report on the Company’s progress against the Business Plans.
10.3 The Board Chair shall be appointed and removed from time to time by the Governing Body in accordance with the Articles.
DIRECTORS AND BOARD MEETINGS. 8.1 The number of Directors shall not be greater than six.
8.2 Dexo BioPharm shall be entitled to nominate by notice in writing to the Company three people to be Directors (“the BioProgress Directors”) and by notice in writing to the Company to remove any such persons and at any time to appoint any other person(s) in their place as Directors. The BioProgress Directors at the date of this Agreement shall be Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx and Xxx Xxxxxx.
8.3 Crescent shall be entitled to nominate by notice in writing to the Company two people to be Directors (“the Crescent Directors”) and by notice in writing to the Company to remove any such persons and at any time to appoint any other person(s) in their place as Directors. The Crescent Directors at the date of this Agreement shall be Xxxxxxxx Xxxxxxx and Xxxxxx Xxxxxx.
8.4 A notice of appointment or removal of a Director pursuant to this Clause shall take effect on lodgment at the Company’s registered office or on delivery to a meeting of the Directors
8.5 If either of Dexo BioPharm or Crescent ceases to be a shareholder of the Company (other than as a result of a transfer of their shares to another Company within their Group) they shall procure that any Directors they have nominated resign forthwith. As part of such resignation (which shall be both from their office as Director and in any capacity they serve the Company as an employee) such Directors shall deliver to the Company a letter executed as a deed acknowledging that they have no claim for compensation for wrongful dismissal or unfair dismissal or entitlement to any payment for redundancy or in respect of any other moneys or benefits due to them from the Company arising out of their employment and/or its termination.
8.6 Each Director (or his duly appointed alternate if any) shall be given reasonable notice of any meeting of the Directors. Each notice of meeting shall contain a short statement of the business to be conducted at such meeting and no business shall be conducted at such meeting not referred to in such notice except with the consent of all Directors present where a quorum is present.
8.7 The quorum necessary for the transaction of the business of the Directors shall be two, of whom one shall be a BioProgress Director.
8.8 At meetings of the Directors each Director present shall have one vote. Save as otherwise provided herein questions arising at any meeting of the Directors shall be decided by a majority of votes.
8.9 The Chairman o...
DIRECTORS AND BOARD MEETINGS. 3.1 Election of Directors The election of Directors shall be by resolution or, if demanded by a shareholder or a proxyholder, by ballot.
DIRECTORS AND BOARD MEETINGS. Management by Board of Directors. The business and affairs ----------- -------------------------------- of the Corporation shall be managed by a Board of Directors consisting of not less than five (5) nor more than twenty-five (25) members, as fixed by the Board of Directors from time to time. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulation, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders. The Board of Directors shall appoint one of its members to be the Chairman and Chief Executive Officer ("Chairman and CEO") to serve at the pleasure of the Board. He shall be a voting member of the Board of Directors, the Executive Committee and shall preside at all meetings of the Board of Directors and Shareholders. The Board of Directors shall also appoint a Vice Chairman and/or President of the Corporation. The Vice Chairman or President shall preside at any meeting of the Board in the absence of the Chairman and CEO.
DIRECTORS AND BOARD MEETINGS. Management by Board of Directors. The business and affairs of the Corporation shall be managed by a Board of Directors consisting of not less than five (5) nor more than twenty-five (25) members, as fixed by the Board of Directors from time to time. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulation, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.
DIRECTORS AND BOARD MEETINGS. 6. BUSINESS SCOPE AND BUSINESS MANAGEMENT
DIRECTORS AND BOARD MEETINGS. 5.1 “A” Directors of the Company
5.2 “B” Directors of the Company
DIRECTORS AND BOARD MEETINGS. Approvals 25 0.Xxxxxxxx Plan, Budgets, Financial Information and Audits 32 10.Operation of the Company 35 11.Profits Distributions 36 12.Transfer of Shares and Related Matters 36 13.Non Compete 38 14.Term and Termination 39 15.Confidentiality 39 16.Costs 40 17.Assignment 40 18.Notices 40 19.General 41 20.Governing Law and Arbitration 42 00.Xxxxxxxx Ethics 42 DATE: July 25, 2016
DIRECTORS AND BOARD MEETINGS. Management by Board of Directors. The business and affairs of the Corporation shall be managed by a Board of Directors consisting of not less than five (5) nor more than twenty-five (25) members, as fixed by the Board of Directors from time to time. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulation, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders. The Board of Directors shall appoint one of its members to be the Chairman ("Chairman") to serve at the pleasure of the Board. He shall be a voting member of the Board of Directors and shall preside at all meetings of the Board of Directors and Shareholders. The Board of Directors shall also appoint a President of the Corporation. The President shall preside at any meeting of the Board in the absence of the Chairman.
