Executive Committee and Other Committees. Section 3.01. How Constituted...........................3 Section 3.02. Powers of the Executive Committee.......
Executive Committee and Other Committees. The directors, ---------------------------------------- by a vote of a majority of the directors then in office, shall elect from their number an Executive Committee composed of five members and may elect such other committees the directors shall determine, and delegate to them authority to act as and for the Board to the extent permitted by law and as provided herein.
(A) Neither the board of directors nor the Corporation shall take any of the following actions without the prior approval of a majority of the members of the Executive Committee: (a) any borrowing or guarantee by the corporation exceeding $15 million, (b) except for issuances of stock or stock options pursuant to the corporation's incentive compensation plans or programs, any issu ance of stock (whether common or preferred, whether voting or non-voting, whether junior or senior to the Series B Cumulative Convertible Preferred Stock) other than Common Stock of the corporation in an amount not exceeding five percent (5%) of the issued and outstanding Common Stock on September __, 1996, (c) any strategic alliance (other than a construction joint venture) involving a capital commitment exceeding $5 million, (d) any asset sale or lease exceeding $5 million (other than equipment dispositions in the normal course of business); (e) any redemption or amendment of the Preferred Share Purchase Rights, of the kind authorized and declared on September 23, 1988 and distributed by the Corporation in September 1988 as the same have been amended prior to September __, 1996 ('Rights'), or the preferred stock of the Corporation issuable upon the exercise of such Rights, or any amendment of the Rights Agreement by and between the Corporation and the First National Bank at Boston, dated as of September 23, 1988, as amended; and (f) any termination of (other than a termination upon expiration) or amendment to the management agreement between the Corporation and Xxxxx- Xxxxxx Corporation; provided, however, that for purposes of this Section -------- ------- 3.3(A) of the By-Laws, approval of the Executive Committee shall not be required for any decision by the Board of Directors to redeem the Series B Cumulative Convertible Preferred Stock pursuant to Section 6(a) of the terms thereof. Notwithstanding the foregoing sentence, the board of directors of the Corporation may take any of the actions specified in the preceding sentence if, after having consulted with and considered the advice of outside counsel, it has r...
Executive Committee and Other Committees. The Board of Directors may by vote of a majority of the whole Board designate three or more of their number to constitute an Executive Committee to hold office for such period as the Board shall determine. The Chairman and the President shall each be a member of the Executive Committee. The Board of Directors may likewise designate one or more alternate members who shall serve on the Executive Committee in the absence of any regular member or members of such Committee. When a regular or alternate member of the Executive Committee ceases to be a director he shall automatically cease to be such regular or alternate member of the Executive Committee. Such Executive Committee shall, between meetings of the Board, have all the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that no such committee shall have authority as to: the submission to stockholders of any action that needs stockholders' authorization under the Business Corporation Law; the filling of vacancies in the Board of Directors or in any committee; the fixing of compensation of the directors for serving on the Board or on any committee; the amendment or repeal of the By-Laws, or the adoption of new By-Laws; the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. The Executive Committee shall cause to be kept regular minutes of its proceedings, which may be transcribed in the regular minute book of the Corporation, and all such proceedings shall be reported to the Board of Directors at its next succeeding meeting, and shall be subject to revision or alteration by the Board, provided that no rights of third persons shall be affected by such revision or alteration. A majority of the Executive Committee shall constitute a quorum at any meeting. The act of a majority of the Executive Committee present at any meeting at which there is a quorum shall be the act of the Executive Committee. The Board of Directors may by vote of a majority thereof fill any vacancies in the Executive Committee. The Executive Committee may, from time to time, subject to the approval of the Board of Directors, prescribe rules and regulations for the calling and conduct of meetings of the Committee, and other matters relating to its procedure and the exercise of its powers.
Executive Committee and Other Committees. The affairs of the Association shall be governed by an Executive Committee of six (6) members consisting of:
i. One (1) member appointed by each of the following Founding Members:
1. Xxxxxxx University
Executive Committee and Other Committees. 11 Section 3.01. How Constituted. . . . . . . . . . . . . . . . . . . . . 11 Section 3.02. Powers . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 3.03. Proceedings. . . . . . . . . . . . . . . . . . . . . . . 13 Section 3.04. Quorum and Manner of Acting. . . . . . . . . . . . . . . 13 Section 3.05. Action by Telephonic Communications. . . . . . . . . . . 14
Executive Committee and Other Committees. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from among its members an executive committee and other committees, each consisting of one or more directors, and each of whom, to the extent provided in the resolution, shall have all the authority of the Board of Directors as may be specified therein, to the fullest extent permitted by law. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace an absent member or members at any meeting of such committee. Each such committee shall serve at the pleasure of the Board of Directors.
Executive Committee and Other Committees. Section 3.01. How Constituted. . . . . . . . . . . . . . . . . . . . 11 Section 3.02. Powers . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 3.03. Proceedings. . . . . . . . . . . . . . . . . . . . . . 13 Section 3.04. Quorum and Manner of Acting. . . . . . . . . . . . . . 13 Section 3.05. Action by Telephonic Communications. . . . . . . . . . 14 Section 3.06. Absent or Disqualified Members of Additional Committees . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.07. Resignations . . . . . . . . . . . . . . . . . . . . . 14 Section 3.08. Removal. . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.09. Vacancies. . . . . . . . . . . . . . . . . . . . . . . 14
Executive Committee and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board, may designate from among its members one or more committees, each of which shall be comprised of one or more directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The Executive Committee, if there be one, shall have the authority, by unanimous vote at a meeting or by written consent, to take any action within the authority of the Board of Directors that the Executive Committee concludes, in its sole discretion, should be taken in the best interests of the Partnership during any interim periods between meetings of the Board. Any such action so taken by the Executive Committee shall be deemed to have been taken by the Board of Directors.
Executive Committee and Other Committees. The Board of Managers, by resolution adopted by a majority of the Board, may designate three or more Managers (at least one of which must be a Manager designated by HSB) to constitute an Executive Committee. The Executive Committee shall have the powers and authority of the Board as stated in the resolution; provided, however, such committee shall not do any act not authorized by this Agreement to be done by the Board or not otherwise delegated to the Board by the Members. The Executive Committee shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board. The Board may, by resolution adopted by a majority of the Board, appoint permanent or temporary committees and assign such duties and delegate such powers to said committees as the Board deems necessary and proper and as consistent with this Agreement, provided that no such committee shall have any authority to make any determination, or designate any person to make any determination, in each case, regarding any of the matters set forth in Section 3.10 hereof without the approval of the Members in accordance with such Section 3.10. HSB shall be entitled to designate at least one member on each such committee.
Executive Committee and Other Committees. The board of directors may by resolution appoint an executive committee, and such other committees as it may deem appropriate, each committee to consist of two (2) or more directors of the Company. Committees so appointed shall have and may exercise such of the powers of the board of directors in the management of the business and affairs of the Company during the intervals between meetings of the board as may be determined by the authorizing resolution of the board, subject to such limitations as may be imposed by law. However, no committee shall have the power to determine the cash requirements under the proprietary leases, to fix the membership dues to be paid under such leases, or to vary the terms of payment thereof as fixed by the board.
