DIRECTOR'S AUTHORITY. The parties agree that there shall be two (2) regular meetings of the board of directors ("Board") of the Coating Company held semi-annually. Other meetings shall be held only upon the written request of three or more directors ("Directors") of the Coating Company. All actions of the Board shall require the affirmative vote of six (6) members in order for the action to be effective. The Directors of the Coating Company shall exercise the authority of Coating Company as provided in the Ohio Revised Code, subject to the terms and conditions of this Agreement, including, but not limited to, the requirement that all actions require six (6) affirmative votes of the members of the Board. If any action proposed by any member of the Board concerning the operations of the Coating Company, other the Major Corporate Decisions described in Section 3.05(C) hereof, does not receive six (6) affirmative votes, any five (5) directors may request arbitration of this action as provided in Section 11.16 hereof.
Appears in 1 contract
Samples: Shareholder Agreements (Wheeling Pittsburgh Corp /De/)
DIRECTOR'S AUTHORITY. The parties agree that there shall be two (2) regular meetings of the board of directors ("Board") of the Coating Company held semi-annually. Other meetings shall be held only upon the written request of three four or more directors ("Directors") of the Coating Company. All actions of the Board shall require the affirmative vote of six five (65) members in order for the action to be effective. The Directors of the Coating Company shall exercise the authority of Coating Company as provided in the Ohio Revised Code, subject to the terms and conditions of this Agreement, including, but not limited to, the requirement that all actions require six five (65) affirmative votes of the members of the Board. If any action proposed by any member of the Board concerning the operations of the Coating Company, other than the Major Corporate Decisions described in Section 3.05(C) hereof, does not receive six five (65) affirmative votes, any five four (54) directors may request arbitration of this action as provided in Section 11.16 hereof.
Appears in 1 contract
Samples: Close Corporation and Shareholders' Agreement (Wheeling Pittsburgh Corp /De/)
DIRECTOR'S AUTHORITY. The parties agree that there shall be two (2) regular meetings of the board of directors ("Board") of the Coating Company held semi-annually. Other meetings shall be held only upon the written request of three or more directors ("Directors") of the Coating Company. All actions of the Board shall require the affirmative vote of six five (65) members in order for the action to be effective. The Directors of the Coating Company shall exercise the authority of Coating Company as provided in the Ohio Revised Code, subject to the terms and conditions of this Agreement, including, but not limited to, the requirement that all actions require six FIVE (65) affirmative votes of the members of the Board. If any action proposed by any member of the Board concerning the operations of the Coating Company, other than the Major Corporate Decisions described in Section 3.05(C) hereof, does not receive six five (65) affirmative votes, any five FOUR (54) directors may request arbitration of this action as provided in Section 11.16 hereof.
Appears in 1 contract
Samples: Shareholder Agreements (Wheeling Pittsburgh Corp /De/)
DIRECTOR'S AUTHORITY. The parties agree that there shall be two (2) regular meetings of the board of directors ("Board") of the Coating Company held semi-annually. Other meetings shall be held only upon the written request of three or more directors ("Directors") of the Coating Company. All actions of the Board shall require the affirmative vote of six five (65) members in order for the action to be effective. The Directors of the Coating Company shall exercise the authority of Coating Company as provided in the Ohio Revised Code, subject to the terms and conditions of this Agreement, including, but not limited to, the requirement that all actions require six four (64) affirmative votes of the members of the Board. If any action proposed by any member of the Board concerning the operations of the Coating Company, other than the Major Corporate Decisions described in Section 3.05(C) hereof, does not receive six four (64) affirmative votes, any five three (53) directors may request arbitration of this action as provided in Section 11.16 hereof.
Appears in 1 contract
Samples: Shareholder Agreements (Wheeling Pittsburgh Corp /De/)