Executive Committee. (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.
(B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it.
(C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present.
(D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting.
(E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make.
(F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existi...
Executive Committee. Until the Principal Rights Termination Date:
(a) The composition of the Executive Committee of the Board (the “Executive Committee”) during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, shall be each of the Principals (for so long as such Principal serves on the Board) and Xxx Xxxxxxx (for so long as Xx. Xxxxxxx continues to serve on the Board) who shall serve as chairman of the Executive Committee during such year;
(b) During the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, each of Xxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxx shall serve as non-voting observers to the Executive Committee (for so long as such individuals continue to be employed by the Corporation or its Subsidiaries or Affiliates);
(c) One (1) Director appointed to the Board in accordance with Section 1.10(a) of the Athene Merger Agreement shall serve as a non-voting observer to the Executive Committee during the first year after the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date;
(d) Following the first anniversary of the earlier of (x) the Effective Date and (y) the Executive Committee Transition Date, (A) each Principal (for so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal) shall be entitled to serve as a voting member of the Executive Committee and (B) (i) the size of the Executive Committee shall be determined by the Board, but shall, in no event, exceed seven (7) voting members (including the Principals so long as such Principal serves on the Board and the Ownership Threshold is satisfied with respect to such Principal), and (ii) the other voting members of the Executive Committee shall be selected by the Board from among the Directors then serving on the Board; and
(e) The Executive Committee shall have such duties as delegated to it by the Board and be responsible generally for managing the affairs of the Board between its meetings, and providing guidance to senior management and recommendations to the Board regarding its strategic, financial and operating plans and performance, and key employment decisions, in each case, consistent with and subject to applicable law and securities regulations and the fiduciary duties of the Board. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event the Executive Committee is deadlocke...
Executive Committee. The Board may establish an executive committee consisting of a smaller number of Directors. The Board may delegate to the executive committee such authority as the Board might otherwise exercise, subject to limitations placed on the Board’s authority to delegate certain essential functions, as described in the Operating Rules and Regulations. The Board may not delegate to the Executive Committee or any other committee its authority under Section 2.5.11 to adopt and amend the Operating Rules and Regulations.
Executive Committee. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may designate one or more Managers to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Managers, until their respective successors are designated. The Board of Managers, by resolution adopted by a majority of the Managers then in office, may also designate additional Managers as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. Except as expressly limited by applicable law, the Executive Committee shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company between the meetings of the Board of Managers. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Company in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Managers at the next meeting of the Board of Managers. Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President, or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this paragraph (k), the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this paragraph (k), the Executive Committee shall fix its own rules of procedure.
Executive Committee. (1) When the Assembly has established an Executive Committee, that Committee shall be subject to the provisions set forth hereinafter.
(2) (a) The Executive Committee shall, subject to Article 57(8), consist of States elected by the Assembly from among States members of the Assembly.
Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any Bylaw of the corporation.
Executive Committee. The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of two (2) or more Trustees to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust, and such other powers of the Trustees as the Trustees may, from time to time, delegate to them except those powers by law, the Declaration of Trust or these By-Laws they are prohibited from delegating.
Executive Committee. The Executive Committee as provided for herein shall have the authority to change the Per Diem rate stated herein; draft a valid article, clause or provision as provided for in the Savings Clause (Article XXIV); and to make revisions necessary to this AGREEMENT. The Executive Committee shall consist of eleven (11) duly appointed representatives of the following: five (5) representatives of signatory UNIONS appointed by the UNIONS and five (5) representatives appointed by signatory EMPLOYERS, and the non-voting COORDINATOR. Matters before this Committee shall be settled by a quorum of three (3) or more UNION representatives and three (3) or more EMPLOYER representatives, with equal votes. A majority vote will settle any matters before the Executive Committee. In the event an issue, other than a proposed revision, is not resolved (i.e., tie vote) above, either party may serve upon the other and the COORDINATOR written notice by Certified Mail, within five (5) working days requesting that the dispute be resolved by arbitration. If such a written notice is served the parties shall jointly request the Federal Mediation and Conciliation Service to submit the names of five (5) qualified arbitrators, from which list the UNION and the EMPLOYER shall alternately strike names until only one name is left, which person shall hear and resolve the dispute. A hearing shall be conducted by the Arbitrator at which time the parties to the dispute shall be given the opportunity to appear and offer evidence in support of their positions. A decision by the arbitrator shall be rendered in writing by a reasonable time, not to exceed xxx (10) days after the conclusion of the hearing. The decision of the arbitrator shall be final and binding upon the parties. The reasonable expenses and fees of the arbitrator shall be borne equally by the parties. Members of the Executive Committee shall be appointed for a term of one (1) year. Rules and Procedures (Available on request) Notification by regular mail is acceptable. Notification by electronic means is acceptable with receipt. (i.e., e-mail) ALTERNATE REPRESENTATIVES: Signatory UNIONS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. Signatory EMPLOYERS may appoint one (1) alternate representative to act in the official capacity of an appointed representative only in the absence of the appointed representative. The Co-Chairma...
Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.
Executive Committee. 2.1 To advance harmonious relations between EPSCA, the Employers, the Union, and the employees, the parties shall each appoint an Executive Committee. The Committees shall meet together at least annually to review matters associated with the administration of this Collective Agreement with the intent of achieving uniformity of application of this Agreement wherever employees are working in the Province. This Committee shall consist of not more than six (6) members from each party.
