Governance Committee. As soon as practicable following the CCPS Agreement Effective Date, the Parties will establish a Joint Governance Committee, comprised of three (3) representatives of Bluebird and three (3) representatives of Celgene (the “JGC”). Each Party may replace its representatives on the JGC or its Program Director at any time upon written notice to the other Party. With the consent of the other Party (such consent not to be unreasonably withheld, delayed or conditioned), each Party may invite non-voting employees and consultants to attend meetings of the JGC, subject to their agreement to be bound to the same extent as a permitted subcontractor under Section 8.4.
Governance Committee. The Governance Committee is comprised entirely of trustees who are not "interested persons" of Trust as defined in Section 2(a)(19) of the 1940 Act. The current members of Trust's Governance Committee are Messrs. Bayley, Crockett (Chair), Dowden, Fields (Vice Chair) and Sklar. Thx Xxxxrnxxxx Xxxmittee is xxxxxxsible for: (i) nominating xxxxxns who are not interested persons of Trust for election or appointment: (a) as additions to the Board, (b) to fill vacancies which, from time to time, may occur in the Board and (c) for election by shareholders of Trust at meetings called for the election of trustees; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, the Investments Committee and the Valuation Committee, and to nominate persons for appointment as chair and vice chair of each such committee; (iii) reviewing from time to time the compensation payable to the trustees and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) selecting independent legal counsel to the independent trustees and approving the compensation paid to independent legal counsel; and (vi) approving the compensation paid to independent counsel and other advisers, if any, to the Audit Committee of Trust. After a determination by the Governance Committee that a person should be nominated as an additional trustee who is not an "interested person" of the AIM Trust as defined in Section 2(a)(19) of the 1940 Act (a "dis-interested trustee"), or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for a dis-interested trustee position on the Board, the Governance Committee will nominate a person for appointment by a majority of the dis-interested trustees to add to the Board or to fill the vacancy. Prior to a meeting of the shareholders of AIM Fund called for the purpose of electing dis-interested trustees, the Governance Committee will nominate one or more persons for election as dis-interested trustees at such meeting. Evaluation by the Governance Committee of a person as a potential nominee to serve as a dis-interested trustee, including a person nominated by a shareholder, should result in the following findings by the Governance Committee: (i) upon advice of independent legal counsel to the dis-interested trustees, ...
Governance Committee. Promptly following execution of each Order and when applicable, the Parties will appoint a committee (the “Governance Committee”), made up of a number representatives from each Party (inclusive of, but not limited to, each Party’s Project Executive). The Governance Committee will be responsible for monitoring the progress of efforts under the applicable Order, for monitoring the success of the relationship between the Parties, and for undertaking of joint objectives pursuant to this Master Agreement. The Governance Committee will also be responsible for initial efforts to resolve any disputes or disagreements arising under or related to this Master Agreement.
Governance Committee. Within sixty (60) calendar days of the Closing, the Company shall have established a formal governance committee with respect to each Group Company’s compliance with Data Security Laws. The committee shall be composed of competent, qualified, manager-level employees, including the Company’s Data Security Officer (to the extent that a Data Security Officer has been hired within such sixty (60) day time period), General Counsel, and Chief Technology Officer, and shall operate under a written charter setting forth the committee’s mission, authority, responsibilities, composition, meeting frequency, and such other items as are appropriate for a committee charter and be responsible for the establishment of relevant policies, procedures, and controls to ensure compliance with Data Security Laws. The committee shall report to the Company’s Board of Directors.
Governance Committee. A. The Governance Committee provides guidance to the State Library of North Carolina in terms of communications, organizational structure, review of NC Cardinal Bylaws and Memoranda of Agreement, and the recommendation of cost sharing and common, consistent policies.
B. The State Library has final decision-making authority for all matters pertaining to NC Cardinal and may override a recommendation of the Governance Committee that is determined to be:
1) detrimental to the majority of NC Cardinal libraries;
2) not cost-effective to implement;
3) adversely impacting NC Cardinal project management and support operations; or
4) negatively received by NC Cardinal's hosting vendor or the Evergreen Community at large.
Governance Committee. The Chair will appoint a Governance Committee that shall: oversee implementation and amendment of these Bylaws and address such other issues pertinent to Governance as the Board may choose to delegate to it. The Chair will designate one of the appointed Directors to be the Chair of the Governance Committee.
Governance Committee. The Parties shall form and maintain a committee to oversee the performance of this Agreement (“Governance Committee”). The Governance Committee will be the forum for initiating requests for consents or modifications, overseeing progress on the cure process for any breaches under this Agreement, and for beginning the dispute resolution process. Each Party shall appoint three representatives to the Governance Committee, one each from the strategy management, communications, and legal functions. The committee will meet once each year to discuss generally the performance of the Agreement. The members of the Committee appointed from the Parties’ respective communications functions will act as the primary points of contact between the Parties with respect to the day-to-day performance of the Agreement, and they will convene the full Governance Committee for additional meetings as needed to discuss specific matters at the request of a Party or as otherwise required hereunder.
Governance Committee. Each of Marine and SEACOR shall appoint at least two members of its management staff (inclusive of Service Coordinators) who will serve on a governance committee (the “Governance Committee”). The Governance Committee shall be responsible for (a) generally understanding the nature and extent of each party’s obligations under this Agreement and (b) providing input and guidance on any major issues that may occur from time to time relating to the Services. Either party may change either or both of its other two representatives from time to time upon written notice to the other party. In addition, the parties may mutually agree to increase or decrease the size, purpose or composition of the Governance Committee in an effort for Marine to better provide, and for SEACOR to better utilize, the Services.
Governance Committee. To oversee this process a Governance Committee will be formed and the representatives will serve an initial two-year team.
1. The Governance Committee will be made up of the following representatives: • 3 members selected by the Association; • 3 members selected by the Superintendent including at least one Board member; • 1 community/at-large member chosen by the Superintendent from a list of at least 3 individuals recommended by the Association.
2. The role of the Governance Committee will be to: • give direction and guidelines to the process; • make decisions with respect to inclusion of schools; • make decisions regarding the continued participation of schools; • provide technical support and training to keep the process moving; • resolve unforeseen issues; • monitor the fiscal responsibility of each site.
Governance Committee. The Governance Committee aids the governance structure of MSUASC by developing and maintaining the polices and Operating Agreement by which MSUASC functions. This committee shall conduct the annual elections as well as administer amendments to the Operating Agreement or proposed policies. This committee shall be comprised of an elected chair and two appointed council members. This committee will meet as needed. Areas the Governance Committee oversees shall include: • name, mission, and vision • goals • code of conduct • rules for public meetings • shared governance structure • elections • amendments to the Constitution and Operating Agreement • internal committee duties • current and proposed policies • new member on-boarding program • all other duties & responsibilities as assigned by the Executive Board
