Establishment of Board of Directors. Effective as of the date of this Agreement, there is hereby established a committee (the “Board” or the “Board of Directors”) composed of seven (7) natural persons (the “Directors”) having the authority and duties set forth in this Agreement.
(i) The initial Directors of the Partnership as of the date of this Agreement are the following individuals: Xxxxx X. Robo (Chairman), Xxxxx Xxxxxxxxx Austin, Xxxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxxx X. Kind, Xxxxxxx Xxxxxxxx, Xx. and Xxxxx X. Xxxxx. Each of the foregoing initial Directors shall serve a term commencing on the date of this Agreement and expiring at 11:59:59 p.m. on December 31, 2017 (or such Director’s earlier resignation, retirement, removal from office or death), or such later date as the LP Elected Directors shall have been duly elected and qualified.
(ii) Each Director shall be entitled to one vote on all matters to be decided by the Board. Any decision to be made by the Board shall require the approval of at least four (4) Directors present and voting at any meeting at which a quorum is present; provided, however, that in the event that the number of Directors then serving on the Board of Directors is fewer than four (4) Directors, the act of the majority of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors; provided, further, that, if the Board of Directors is unable to make a decision with respect to any matter contemplated by Section 7.1(b)(i), Section 7.1(b)(iii), Section 7.1(b)(iv), Section 7.1(b)(vi) or Section 7.1(b)(xiii), the Manager shall be authorized to take any action with respect to such matter that is consistent with the Operating Plan then in effect. No Director acting alone (except as provided in Section 7.1(e)(iii)) or with any other Director or Directors (except as provided in the immediately preceding sentence) shall have the power to act for or on behalf of, or to bind, the Partnership. The Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act.
Establishment of Board of Directors. There is hereby established a committee of Member representatives (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement. The size of the Board of Directors shall be eight and may from time to time be increased or decreased by the Board of Directors (with the approval of Fiat so long as Fiat remains a Member and the Fiat Group has a Total Interest equal to or exceeding the Fiat Initial Ownership Interest). The Directors shall be elected or appointed pursuant to Section 5.3. The term served by each of the Directors shall commence on the date of most recent appointment or election of such Director and shall terminate on June 10, 2012. Directors shall be designated or elected thereafter in accordance with this ARTICLE V for terms not to exceed one year. Directors may serve an unlimited number of consecutive terms. Each Director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided in this ARTICLE V. The Members shall take all such actions as are necessary to effectuate the provisions of this ARTICLE V.
Establishment of Board of Directors. There is hereby established a board of directors (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in the Charter and these Bylaws. The size of the Board of Directors shall initially be nine and shall be adjusted from time to time by a vote of the Majority Holders. The Directors shall be elected at the annual meeting of the Common Holders by a vote of the Majority Holders. Each Director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided in the Governance Agreement or this Article VII.
Establishment of Board of Directors. 9.1.1 The joint venture shall have a Board of Directors. The issuance date of the business license shall be the date when the joint venture and its Board of Directors are duly established.
9.1.2 The board of directors shall be the highest authority of the Joint Venture, which shall determine all the significant matters of the Joint Venture as required by the Articles of Association.
Establishment of Board of Directors. There is hereby established a committee of Member representatives (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement. The size of the Board of Directors shall initially be nine and may from time to time be increased or decreased by the Board of Directors (with the approval of Fiat so long as Fiat remains a Member and the Fiat Group has a Total Interest equal to or exceeding the Fiat Initial Ownership Interest). The Directors shall be elected pursuant to Section 5.3. The initial term served by the Directors (other than the Initial Directors and the Final Director) shall commence on the Effective Date and shall terminate on the third anniversary of the Effective Date (the “First Initial Term”). Upon the expiration of the First Initial Term, Directors (other than the Initial Directors and the Final Director) thereafter will serve for a specified term not to exceed one year. The initial term served by the Initial Directors and the Final Director shall commence on the Effective Date and shall terminate on the first anniversary of the Effective Date (the “Second Initial Term”). Upon the expiration of the Second Initial Term, the Initial Directors thereafter will serve for a specified term not to exceed one year. Directors may serve an unlimited number of consecutive terms. Each Director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided in this ARTICLE V. The Members shall take all such actions as are necessary to effectuate the provisions of this ARTICLE V.
Establishment of Board of Directors. The Manager hereby establishes a Board of Directors (the “Board of Directors”) and, except as provided herein, hereby irrevocably delegates to the Board of Directors such authority, rights and powers with respect to the LLC and the officers and employees of the LLC as the board of directors of a corporation organized for profit under the Delaware General Corporation Law would have with respect to the corporations and the officers and employees of such corporations. Except as provided below, in furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary contained in this Agreement or any provision of this Agreement that authorizes the Manager to take any action, exercise any discretion or make any determination over any matters, the Manager shall not take any action, exercise any discretion or make any determination without the consent and approval of, and shall take all actions and decisions as directed by, the Board of Directors.
Establishment of Board of Directors. (a) The Board shall comprise the same members as the Board of Directors of the Member. Any change in the number of directors, membership or voting rights of the Board of Directors of the Member shall be immediately reflected in the number of directors, membership or voting rights of the Board of Directors. The Board shall initially include two (2) representatives appointed by BCP IV (the "BCP Representatives"), two (2) representatives appointed by Apollo V (the "Apollo Representatives") and two (2) representatives appointed by GSCP (the "GSCP Representatives", and collectively with the BCP Representatives and the Apollo Representatives, the "Representatives").
(b) The initial Board shall consist of the following members: BCP Representatives: Xxxxx X. Xxx Xxxx X. X'Xxxxx Apollo Representatives: Xxxx X. Xxxxx Xxxxxx X. Xxxxxx
Establishment of Board of Directors. There is hereby established a committee (the “Board”) comprised of five (5) natural persons (the “Directors”) having the authority and duties set forth in this Agreement. Each Director shall be entitled to one (1) vote, and at all times, at least two Directors shall be Independent Directors. Subject to the requirements of Section 6.6 below or as otherwise set forth herein, any decisions to be made by the Board shall require a Majority Vote of the Directors. Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company (including as a result of each Director being a “manager” (as that term is defined in the LLC Act) of the Company as further provided in this Section 6.1). Each Director shall be a “manager” (as that term is defined in the LLC Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Directors need not be residents of the State of Delaware or a Member of the Company.
Establishment of Board of Directors. Pursuant to the Articles of Incorporation, the management of the Corporation shall be vested in a Board of Directors which shall have the composition and be subject to election and appointment as provided in this Article II.
Establishment of Board of Directors. There is hereby established a committee of Member representatives (the “Board of Directors”) comprised of natural Persons (the “Directors”) having the authority and duties set forth in this Agreement. The size of the Board of Directors shall initially be nine and may from time to time be increased or decreased by the Board of Directors (with the approval of Fiat so long as Fiat remains a Member and has a Total Interest equal to or exceeding the Fiat Initial Ownership Interest). The Directors shall be elected pursuant to Section 5.3. The initial term served by the Directors shall commence on the Closing Date and shall terminate on the third anniversary of the Closing Date (the “Initial Each Director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided in this ARTICLE V. The Members shall take all such actions as are necessary to effectuate the provisions of this ARTICLE V.
