Election; Removal. Subject to Section 2.4, all the Shares held by the Stockholders, whether owned now or hereafter acquired, shall be voted in accordance with the provisions hereof on all of the following matters on which the stockholders of the General Partner vote.
(a) Arena shall have the right (i) to designate one individual to serve as a member of the Board of Directors of the General Partner (the “Board”) (which shall either be Xxxxxxxx Xxxxx or an individual in lieu of Xx. Xxxxx, but who shall not serve at the same time as Xx. Xxxxx subject to receipt of the approval described in clause (ii)) and (ii) in the event of approval of such matter by the Office of Thrift Supervision, to designate a second individual to serve as a member of the Board. The Stockholders and the General Partner shall take all action within their respective powers, including, but not limited to the nomination of the candidate as specified by Arena, the voting of Shares and the giving of consents, required to cause the Board to include the director designated by Arena.
(b) Immediately upon receiving notice of any stockholders’ meeting at which members of the Board are to be elected, or upon receipt of a notice requesting a Stockholder’s consent to the election of members of the Board, Arena shall have the right to designate one member (or two, pursuant to the terms of Section 2.1(a)(ii) above) for election to the Board. On the date hereof, Arena designates Xxxxxxxx Xxxxx as its designee to the Board.
(c) In the event any director designated for election to the Board by Arena dies, resigns, is removed or otherwise ceases to serve as a member of the Board, the General Partner shall give notice thereof to Arena and Arena shall as soon as practicable designate a successor and notify the Board of its selection, and the Board shall act promptly to fill the vacancy with such designee in accordance with Section 223 of the GCL.
(d) Within five (5) days after a record date is set for any annual meeting for the election of directors or any meeting at which members of the Board are to be elected or for the mailing of any consent solicited for such purpose, the Secretary of the General Partner shall notify Arena of the upcoming election and anticipated date thereof and request that Arena take all necessary action to designate its candidate. Arena shall notify the Secretary of the General Partner at least five (5) days before such election of its candidate. A failure by Arena to provide such notification shall ...
Election; Removal. Directors of the Association shall be elected at the annual meeting of the members in the manner determined by and subject to the qualifications set forth in the By-Laws. Directors may be removed and vacancies on the Board of Directors shall be filled in the manner provided by the By-Laws.
Election; Removal. The number of Trustees shall be fixed by the Trustees, except that, subsequent to any sale of Shares pursuant to a public offering, there shall be not less than three Trustees. Any vacancies occurring in the Board of Trustees may be filled by the Trustees if, immediately after filling any such vacancy, at least two-thirds of the Trustees then holding office shall have been elected to such office by the Shareholders. In the event that at any time less than a majority of the Trustees then holding office were elected to such office by the Shareholders, the Trustees shall call a meeting of Shareholders for the purpose of electing Trustees. Each Trustee elected by the Shareholders or by the Trustees shall serve until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor, or until he or she sooner dies, resigns or is removed. The initial Trustees, each of whom shall serve until the first meeting of Shareholders at which Trustees are elected and until his or her successor is elected and qualified, or until he or she sooner dies, resigns or is removed, shall be Xxxxxxx X. Butt and such other persons as the Trustee or Trustees then in office shall, prior to any sale of Shares pursuant to a public offering, appoint. By vote of a majority of the Trustees then in office, the Trustees may remove a Trustee with or without cause. At any meeting called for the purpose, a Trustee may be removed, with or without cause, by vote of the holders of two-thirds of the votes represented by outstanding Shares.
Election; Removal. A Trustee may be elected either by the Trustees or by the Shareholders. The number of Trustees shall be fixed from time to time by the Trustees and, at or after the sale of Shares pursuant to a public offering, there shall be not less than three Trustees. Each Trustee elected by the Trustees or the Shareholders shall serve until he or she retires, resigns, is removed or dies or until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. At any meeting called for the purpose, a Trustee may be removed by vote of the holders of two-thirds of the outstanding Shares. The initial Trustee, who shall serve until the first meeting of Shareholders at which Trustees are elected and until his successor is elected and qualified, or until he sooner dies, resigns or is removed, shall be Joseph T. Turo, Jr. and such other persons as the Trustee or Trustees txxx xx xxxxxx xxxxx, prior to any sale of Shares pursuant to a public offering, appoint. By vote of a majority of the Trustees then in office, the Trustees may remove a Trustee with or without cause.
Election; Removal. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 4 of this Article III, and each director elected shall hold office until his or her successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.
Election; Removal. Managers shall be elected by the Members. The Company shall initially have five (5) managers to wit:
(a) Rxxxxxx X. Xxxxx: President and CEO
(b) Rxxxxx Xxxxx: Vice President
(c) Kxxxx X. Xxxx: Vice President of Finance and Administration, Treasurer
(d) Axxx X. Xxxxxx: Secretary
(e) Pxxx X. Xxxxxxx: Assistant Secretary The number of Managers shall be fixed from time to time by the Members and new Managers may be appointed by the Managing Member. A Manager may be removed and/or replaced by the Managing Member.
Election; Removal. The number of Trustees shall be fixed by the Trustees, except that, subsequent to any sale of Shares pursuant to a public offering, there shall be not less than three Trustees. Any vacancies occurring in the Board of Trustees may be filled by the Trustees if, immediately after filling any such vacancy, at least two-thirds of the Trustees then holding office shall have been elected to such office by the Shareholders. In the event that at any time less than a majority of the Trustees then holding office were elected to such office by the Shareholders, the Trustees shall call a meeting of Shareholders for the purpose of electing Trustees. Each Trustee elected by the Shareholders or by the Trustees shall serve until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor, or until he or she sooner dies, resigns or is removed. By vote of a majority of the Trustees then in office, the Trustees may remove a Trustee with or without cause. At any meeting called for the purpose, a Trustee may be removed, with or without cause, by vote of the holders of two-thirds of the outstanding Shares.
