Governing Board. a) The Governing Board voting members will consist of: i) one representative appointed by each Platinum Member; ii) The elected Gold Member representative(s); and iii) The elected Silver Member representative(s); and iv) The elected Associate Member representative; and v) The chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”). b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member. c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board. i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board. d) Conduct of Meetings i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff. ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate. iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board). iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal. v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office. vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 5 contracts
Samples: Directed Fund Participation Agreement, Directed Fund Participation Agreement, Directed Fund Participation Agreement
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each the Platinum MemberRepresentatives;
ii) The elected the Gold Member representative(s); andRepresentatives;
iii) The elected the Silver Member representative(s); andRepresentative;
iv) The elected Associate Member representative; and
v) The the chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”); and
v) the Technical Partner Representative (as defined below).
b) Except for Individual Participants, each The Technical Partner Representative will be an individual serving as appointed to such position by the governing body of the Open Embedded Project. The Technical Partner Representative will have a representative single vote on any item to be voted upon by the Governing Board must be an employee of a MemberBoard.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companiesdirect or indirect subsidiaries, serve as the TSC Representative on the Governing Board.
d) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Advocacy Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Any Governing Board representative may decide whether to allow name one named representative alternate to attend in their place who will have full voting rights as an alternatethe representative.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 2 contracts
Samples: Directed Fund Participation Agreement, Directed Fund Participation Agreement
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;; and
ii) The the elected Gold General Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair representative or designee the “TSC Representative”)representatives.
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 69) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC TAC Representative on to the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the voting Governing Board representatives, non-voting General Member representatives, the Technical Advisory Council Chair, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 2 contracts
Samples: Directed Fund Participation Agreement, Directed Fund Participation Agreement
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The the chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”); and
iii) the elected General Member representative or representatives.
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companiesdirect or indirect subsidiaries, serve as the TSC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 2 contracts
Samples: Directed Fund Participation Agreement, Directed Fund Participation Agreement
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The one General Members representative elected Gold Member representative(s); andby the General Members;
iii) The elected Silver Member representative(sone active contributor to the Ceph open source project designated by the Ceph Leadership Team (“Community Representative”), as set forth in the Ceph Open Source project’s governance document; and
iv) The elected one Associate Member representative; and
v) The chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of representative appointed by the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companiesdirect or indirect subsidiaries, serve as the TSC Community Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
ivd) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impracticalwill be responsible for overall management of the Directed Fund, such meetings may take place through including:
i) approve a budget directing the use of conference telephonefunds raised by the Directed Fund from all sources of revenue;
ii) appoint a Chair to coordinate the agenda, videoconferenceminutes, budget and communication with The Linux Foundation;
iii) oversee all Directed Fund business and community outreach matters and work with the LF on any legal matters that arise;
iv) adopt and maintain policies or similar communications devicerules and procedures for the Directed Fund (subject to LF approval);
v) establish ad-hoc committees to resolve a particular matter or establish additional committees, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% support of the regular meetings mission of the Directed Fund;
vi) coordinate any outreach or marketing, including use cases, user stories, websites and priorities to help inform the ecosystem and technical community;
vii) approve procedures for the nomination and elections, including any other positions created by the Governing Board. Under- attendance is considered grounds for automatic dismissal; and
viii) vote on all decisions or matters coming before the Governing Board.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The the elected Gold General Member representative(sRepresentative(s); and
iii) The elected Silver Member representative(s); andone representative determined as follows:
iv(1) The elected Associate Member representative; and
v) The chair of prior to the technical steering committee establishment of the Technical Project (Advisory Council by the “TSC”)Governing Board pursuant to the provisions of Section 7, or, in the absence of a chair and with chairperson or other designee to the approval Governing Board of the Technical Steering Committee of the LF Edge Project; or
(2) following the establishment of the Technical Advisory Council by the Governing Board, any active contributor Board pursuant to the Technical Project so designated by provisions of Section 7, the TSC TAC Representative (such chair or designee the “TSC Representative”as defined herein).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 69) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its their Related Companies, Companies serve as the TSC TAC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) For the first six months, one representative appointed by each Platinum of the founding Premier Members to sign a Participation Agreement, and after six months, one representative appointed by each Premier Member;; and
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The the chair of the technical steering committee of the Technical Advisory Council of the Technical Project (the “TSCTAC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC TAC (such chair or designee the “TSC TAC Representative”).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, appoint a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) to have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC TAC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The the chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”);
iii) the elected General Member representative or representatives;
iv) the Associate Member Governing Board Representatives; and
v) any Ecosystem Members appointed by the Governing Board.
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) 8) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The elected Gold Member representative(sthe TAC Representative (as defined herein); and;
iii) The elected Silver Member representative(s); andone representative appointed by the University of Waterloo;
iv) The elected Associate Member representativethe Technical Community Representative (as defined herein,); and
v) The chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair elected General Member representative or designee the “TSC Representative”)representatives.
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 67) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC TAC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) be composed of one representative appointed by each Platinum Governing Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) . The chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC for an annual term (such chair or designee the “TSC Representative”), will be invited to attend meetings of the Governing Board in a non-voting capacity.
b) Except for Individual Participants, each individual serving as a representative on The maximum number of members of the Governing Board must will be fifteen (15) (the “Governing Board Cap”). The Governing Board may change the Governing Board Cap by vote of the Governing Board. In the event that the number of members of the Governing Board equals the Governing Board Cap, the Directed Fund will maintain a waitlist of Operational Members interested in becoming Governing Members with waitlist order being determined by the order of an employee Operational Member date of a Memberinitial membership as an Operational Member in the Consortium.
c) The Directed Fund does not intend to start operations with less than seven (7) Governing Board members.
d) Only one Member that is part of a group of Related Companies (as defined in Section 610 of this Charter) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
de) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:: Not for Execution
i) one representative appointed by each Platinum Premier Member;
ii) The the elected Gold General Member representative(sRepresentative(s); and
iii) The elected Silver Member representative(s); andone representative determined as follows:
iv(1) The elected Associate Member representative; and
v) The chair of prior to the technical steering committee establishment of the Technical Project (Advisory Council by the “TSC”)Governing Board pursuant to the provisions of Section 7, or, in the absence of a chair and with chairperson or other designee to the approval Governing Board of the Technical Steering Committee of the LF Edge Project; or
(2) following the establishment of the Technical Advisory Council by the Governing Board, any active contributor Board pursuant to the Technical Project so designated by provisions of Section 7, the TSC TAC Representative (such chair or designee the “TSC Representative”as defined herein).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is If any two or more Members are together part of a group of Related Companies (as defined in Section 6) 9), up to two such Members of that group of Related Companies may each appoint, as a Premier Member under Section 2.b., or nominate for election as a membership class electionGeneral Member Representative under Section 2.c., a representative on the Governing Board. No Except as provided in the preceding sentence, and excluding having an employee serve as the TAC Representative, no single Member, company or set of Related Companies will be entitled to: (i) to appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its their Related Companies, Companies serve as the TSC TAC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Samples: Membership Agreement
Governing Board. a) The Governing Authority shall be directed and governed by a Board voting members will consist of:
i) one representative appointed by each Platinum Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair of the technical steering committee of the Technical Project (the “TSCBoard”)) consisting of nine (9) members, or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated three (3) members appointed by the TSC Leelanau County Board of Commissioners and six (such chair or designee the “TSC Representative”).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on appointed by the Governing Board. No single Member, company or set Grand Traverse Board of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have Commissioners; provided that no more than two representatives on (2) members appointed by the Governing Board.
iLeelanau County Board of Commissioners may be elected officials and no more than two (2) Please note that it will members appointed by the Grand Traverse County Board of Commissioners may be acceptable for elected officials, and one Member to appoint (1) member appointed by the Grand Traverse County Board of Commissioners shall be a resident outside of both Grand Traverse and Leelanau Counties. All Board members shall be citizens of the United States and shall have experience in aviation, business, accounting, finance, marketing, engineering, law, real estate, economic development, management, environmental science, or nominate a representative other field of value to the Governing Board and have another operation of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
d) Conduct of Meetings
i) Governing Board meetings will be limited Authority. Full-time paid County employees are not eligible for appointment to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing terms of office shall be three (3) years; provided that the initial terms shall be staggered as provided in the Act. A member of the Board may invite guests to participate in consideration of specific Governing shall hold office until the Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board member’s successor is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconferenceappointed and qualified, or similar communications deviceuntil resignation or removal. In the event a member’s appointing body does not appoint a successor prior to the expiration of the member’s term, provided that all representatives participating the member shall continue in office beyond the ending dates of the term they were appointed for and until such meeting can hear one anothertime as may be required for the member’s appointing body to renew a term of appointment for the member or select a different member. Participation in these designated forms shall constitute presenceEither County may remove a Board member appointed by them for cause. The Governing Board shall Cause includes a member ceasing to meet in person at least once a year at such location as the Governing Board may at any time and from time qualifications for appointment, failure to time determine. Representatives shall attend at least 8070% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings , each fiscal year, conviction of a felony or crime involving moral turpitude, breach of fiduciary duty to the Authority, having a conflict of interest, being in default to the County, and other conduct as specified in the bylaws of the Authority for which the Board may recommend removal by the County. The Commission shall be directed and governed by a Commission (the “Commission”) consisting of Seven (7) members, with two (2) members appointed by the Leelanau County Board of Commissioners and five (5) appointed by the Grand Traverse Board of Commissioners. Each member shall be appointed for a three (3) year term and shall be eligible for reappointment. Those members currently in office at the time of the execution of this Agreement shall continue in office with no interruption thereof. The terms of office shall continue to expire in a staggered fashion, with no more than three (3) terms of office expiring in any purpose or purposes given year. Each term of office shall start on January 1 at 12:00 noon of the same year as the expiration date of the previous term. In the event a member’s appointing body does not appoint a successor prior to the expiration of the member’s term, the member shall continue in office beyond the ending dates of the term they were appointed for and until such time as may be called at any time by required for the Chair member’s appointing body to renew a term of appointment for the member or by 20% or more of the representatives then in officeselect a different member.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Samples: Operating Agreement
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Diamond and Platinum Member;
ii) The elected two Gold Member representative(s); andrepresentatives elected by the Gold Members;
iii) The elected Silver Member representative(sone to three active contributors to the Ceph open source project designated by the Ceph Leadership Team (“Community Representatives”), as set forth in the Ceph Open Source project’s governance document; and
iv) The elected Associate one Silver Member representative; andrepresentative appointed by the Governing Board.
v) The chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of one Associate Member representative appointed by the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companiesdirect or indirect subsidiaries, serve as the TSC Community Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
ivd) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impracticalwill be responsible for overall management of the Directed Fund, such meetings may take place through including:
i) approve a budget directing the use of conference telephonefunds raised by the Directed Fund from all sources of revenue;
ii) appoint a Chair to coordinate the agenda, videoconferenceminutes, budget and communication with The Linux Foundation;
iii) oversee all Directed Fund business and community outreach matters and work with the LF on any legal matters that arise;
iv) adopt and maintain policies or similar communications devicerules and procedures for the Directed Fund (subject to LF approval);
v) establish ad-hoc committees to resolve a particular matter or establish additional committees, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% support of the regular meetings mission of the Directed Fund;
vi) coordinate any outreach or marketing, including use cases, user stories, websites and priorities to help inform the ecosystem and technical community;
vii) approve procedures for the nomination and elections, including any other positions created by the Governing Board. Under- attendance is considered grounds for automatic dismissal; and
viii) vote on all decisions or matters coming before the Governing Board.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members Sub will consist of:
i) one representative appointed by each Platinum Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair establish and maintain, at all times --------------- during the term of the technical steering committee Lease, a local governing board of the Technical Project Hospitals (the “TSC”), or, in "Governing Board") consisting of fifteen (15) members initially comprised of the absence present members of a chair the Board of Directors of Regional and with the approval Executive Director and Operations Vice-President of the Hospitals. HMA may increase the size of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
d) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determinewith an additional two (2) members selected by HMA. Representatives shall attend at least 80% In the event that either or both of the regular meetings two additional members are members of the medical staff of the Hospitals, the prospective candidates must be approved by the Medical Executive Committee of the candidate's Hospital prior to final selection by HMA. The size of the Governing Board, however, may neither be reduced nor increased (except for the two (2) additional representatives that may be selected by HMA, as described above) without the consent of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings At all times during the term of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the placeLease, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar daysthe greater of ten (10) or a majority of the members of the Governing Board, will be residents of Hernando County who are not officers, employees or agents of HMA or any of its Affiliates or directors of HMA or any of its other Affiliates. The terms of each member of the Governing Board other than those members selected by HMA shall be staggered, with a maximum term for any member of three (3) years. Each member of the Governing Board may serve for two consecutive terms, and then is required to remain off the Governing Board for one year after the completion of such successive terms. If a Governing Board member dies, voluntarily leaves such position sooner or is removed from such position by a vote of the Governing Board or if a Governing Board member's term expires, or if the shortened notice size of the Governing Board is approved increased beyond seventeen (17) members, the vacancies and/or additions so created shall be filled by the Governing Board recommending one or more candidates to fill each of such positions to HMA for HMA's sole approval, which approval shall not be unreasonably withheld. Notwithstanding the preceding sentences, HMA may select up to four (4) members of the Governing Board (including the Executive Director and Operations Vice President of the Hospitals), as described in writing this sub-section (a) above, without recommendations from the Governing Board as to such members. A quorum of the Governing Board shall consist of a majority of its members present in person or by electronic message means of communications equipment whereby all members of the Governing Board can hear each other simultaneously. Actions by the Governing Board shall be by a majority of a quorum. The Governing Board's powers and responsibilities shall include:
(i) Adopting a hospital vision, mission and values statement, and any amendments thereto, assisting in developing policies and monitoring progress toward strategic goals;
(ii) For the term of the Lease the Governing Board shall have the right to approve the hiring or termination of the Executive Director of the Hospitals, which approval shall not be unreasonably withheld;
(iii) Approval of any change of the name of any of the Hospitals;
(iv) Participating on an advisory basis in development of and reviewing all representatives or if all representatives attend operating and capital budgets and facility plans;
(v) Granting medical staff membership and clinical privileges and, when necessary, taking disciplinary action consistent with credentialing processes, medical staff by-laws and strategic plans;
(vi) Monitoring medical staff compliance with JCAHO and Hospital Facilities compliance with HCFA's conditions of participation in the meetingMedicaid and Medicare programs;
(vii) Fostering community relationships;
(viii) Review of operating information provided by Sub regarding performance of the Hospital Facilities for the period from the prior meeting to the then current meeting of the Governing Board. In addition to financial statements and operating statistics for the Hospital for the aforesaid period, the Governing Board shall also be provided with the results of an annual audit of the Hospitals.
Appears in 1 contract
Samples: Definitive Agreement (Health Management Associates Inc)
Governing Board. a) The Governing Board voting members will consist of:
i) For the first six months, one representative appointed by each Platinum of the founding Premier Members to sign a Participation Agreement, and after six months, one representative appointed by each Premier Member;
ii) The the elected Gold General Member representative(s)representative or representatives; and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The the chair of the technical steering committee of the Technical Advisory Council of the Technical Project (the “TSCTAC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC TAC (such chair or designee the “TSC TAC Representative”).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC TAC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The elected Gold Member representative(s); andthe Contributor Representative, as defined below, if one is selected;
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The the chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”); and
iv) the elected General Member representative or representatives. The Governing Board may choose to appoint a contributor representative (the “Contributor Representative”) to hold a voting seat on the Governing Board. The Governing Board will determine the eligibility criteria, selection process and term of the Contributor Representative.
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. aThe Joint Venture shall be managed by a governing board ("Governing Board") The Governing Board voting which shall consist of the members will consist ofappointed as follows:
i) one representative appointed by each Platinum Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair of A. In the technical steering committee of event that the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies HMOW Closing occurs: UWS four members LLC (as defined in four members Section 63.7(F) may appoint, or nominate for a membership class election, a representative on of the Governing Board. No single Member, company or set of Related Companies will be entitled to: HMOW Joint Venture Agreement) UHC three members
B. In the event that (i) appoint or nominate for Membership class election more than one representative for the Governing Board, HMOW Closing does not occur or (ii) the HMOW Closing occurs and either the HMOW Joint Venture subsequently terminates pursuant to Section 8.3 of the HMOW Joint Venture Agreement or the Service Agreement between HMOW and LLC dated November 1, 1994, subsequently terminates: UWS five members UHC five members
C. The Parties shall cause the Governing Board to meet at least once in each fiscal quarter at the Joint Ventures's home office facility or such other place as the Governing Board may from time to time agree. Any individual member of the Governing Board shall have more than two representatives on the power and authority upon three days written notice, to call a meeting of the Governing Board to discuss and administer the business of the Joint Venture. Members of the Governing Board may participate in meetings either telephonically or in person. The Joint Venture shall not pay members of the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another D. A chairman shall preside over each meeting of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
d) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The chairman shall be a member of the Governing Board may invite guests and the entities entitled to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote appoint members shall each have the power to appoint the chairman for a one year term on any matter before the Governing Board)a rotating basis.
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use E. Eight (8) members of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The the Governing Board shall meet constitute a quorum for the transaction of business (five members if the HMOW Closing does not occur or the HMOW Joint Venture terminates), subject to the voting requirements in person at least once a year at such location as Section 2.2 below.
F. Any action that the Governing Board could take at a meeting may at any time and from time to time determine. Representatives shall attend at least 80% be taken instead by a written consent signed by all of the regular meetings members of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum General Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair the Executive Director of the technical steering committee of the Technical Specification Project (the “TSCTechnical Representative”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Specification Project so designated by the TSC Specification Project’s Steering Group; and
iii) two community representatives (such chair e.g., individuals that are active contributors or designee committers in any aspect of the Technical Project or other valued participant in the GraphQL community, each a “TSC Community Representative”).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companiesdirect or indirect subsidiaries, serve as the TSC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Appointing Member;
ii) The elected Gold Member representative(s); andthe Elected Representatives;
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair the Executive Director of the technical steering committee of the Technical Specification Project (the “TSCTechnical Representative”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Specification Project so designated by the TSC Specification Project’s Steering Group; and
iv) two community representatives (such chair e.g., individuals that are active contributors or designee committers in any aspect of the Technical Project or other valued participant in the GraphQL community, each a “TSC Community Representative”).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companiesdirect or indirect subsidiaries, serve as the TSC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The the elected Gold General Member representative(s)Representative; and
iii) The elected Silver Member representative(s); andone representative determined as follows:
iv(1) The elected Associate Member representative; and
v) The chair of prior to the technical steering committee establishment of the Technical Project (Advisory Council by the “TSC”)Governing Board pursuant to the provisions of Section 7, or, in the absence of a chair and with chairperson or other designee to the approval Governing Board of the Technical Steering Committee of the LF Edge Project; or
(2) following the establishment of the Technical Advisory Council by the Governing Board, any active contributor Board pursuant to the Technical Project so designated by provisions of Section 7, the TSC TAC Representative (such chair or designee the “TSC Representative”as defined herein).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 69) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its their Related Companies, Companies serve as the TSC TAC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The the chair of the technical steering specification language committee of the Technical Project (the “TSCSLC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC SLC (such chair or designee the “TSC SLC Representative”); and
iii) the elected General Member representative or representatives.
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC SLC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest guests may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;; and
ii) The the elected Gold General Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair representative or designee the “TSC Representative”)representatives.
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 69) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC TAC Representative on to the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC TAC (such chair or designee the “TSC TAC Representative”).
b) Except for Individual Participants, each Each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
d) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- Under-attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The the elected Gold General Member representative(sRepresentative(s); and
iii) The elected Silver Member representative(s); andone representative determined as follows:
iv(1) The elected Associate Member representative; and
v) The chair of prior to the technical steering committee establishment of the Technical Project (Advisory Council by the “TSC”)Governing Board pursuant to the provisions of Section 7, or, in the absence of a chair and with chairperson or other designee to the approval Governing Board of the Technical Steering Committee of the LF Edge Project; or
(2) following the establishment of the Technical Advisory Council by the Governing Board, any active contributor Board pursuant to the Technical Project so designated by provisions of Section 7, the TSC TAC Representative (such chair or designee the “TSC Representative”as defined herein).
b) Except for Individual Participants, each individual serving as a representative on the Governing Board must be an employee of a Member.
c) Only one Member that is If any two or more Members are together part of a group of Related Companies (as defined in Section 6) 9), up to two such Members of that group of Related Companies may each appoint, as a Premier Member under Section 2.b., or nominate for election as a membership class electionGeneral Member Representative under Section 2.c., a representative on the Governing Board. No Except as provided in the preceding sentence, and excluding having an employee serve as the TAC Representative, no single Member, company or set of Related Companies will be entitled to: (i) to appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its their Related Companies, Companies serve as the TSC TAC Representative on the Governing Board.
dc) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) 5.1 The Governing Board voting members Task Force shall be governed by a governing board. Members of this board will consist of:
i) be known as “Directors.” The Chief Law Enforcement Officer from each member, or his or her designee, shall serve as a Director. There shall also be one representative appointed by each Platinum Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair of Director representing the technical steering committee of the Technical Project (the “TSC”)Hennepin County Attorney’s office, or, who shall not vote in the absence of a chair and with the approval of any matters before the Governing Board
5.2 Directors shall not be deemed employees of, any active contributor to the Technical Project so designated nor compensated by the TSC (such chair or designee the “TSC Representative”)Task Force.
b) Except 5.3 The Board will elect a chair. The Chair shall have no more power than any other Director except that the Chair shall: give notice of meetings when scheduled or otherwise called; call meetings to order and provide for Individual Participantstheir orderly and efficient conduct; provide for the preparation of minutes; and, each individual serving as when authorized by the passage of a representative motion by board, execute contracts, agreements, reports, filings, and other documents on behalf of the Governing Task Force.
5.4 The Board must will delegate operational control over activities to a Task Force Commander.
5.5 The Board will delegate financial and administrative oversight to a Task Force Coordinator, who shall be an employee of a Memberthe member then serving as the fiscal agent for the Task Force.
c) Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
d) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. 5.6 The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once on a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% quarterly basis or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meetingfrequently as needed. A meeting may be scheduled called by any Director, or the Task Force Commander.
5.7 It shall require the affirmative vote of at least 70% of all members to:
(a) Approve or amend the budget;
(b) Approve the expenditure or distribution of Task Force funds; or to
(c) Abolish or dissolve the Task Force. In all other matters, the Board may take action based on the vote of a simple majority. A quorum shall exist, and held on shortened notice (provided the shortened notice is not less than seven calendar days) votes may be taken, if the shortened notice is approved in writing or by electronic message by a majority of all representatives the Directors or if all representatives attend their designees are present.
5.8 The Board may apply for and receive grants, and enter into contracts, including agreements for the meetingpurchase and rental of real property, incur expenses and make expenditures necessary and incidental to the effectuation of its purposes and consistent with its powers.
5.9 The Board may recommend changes in this Agreement to its members.
5.10 The Board may receive real or personal property by xxxxx, devise, or bequest for the use of the Task Force.
Appears in 1 contract
Samples: Joint Powers Agreement
Governing Board. aThe Unity Joint Venture shall be managed by a governing board ("Governing Board") which shall consist of the members appointed as follows:
A. Unless and until either the HMOW Joint Venture terminates pursuant to [SECTION OF THE HMOW JOINT VENTURE AGREEMENT OR THE SERVICE AGREEMENT BETWEEN UWS AND LLC DATED NOVEMBER 1, 1994 (THE "HMOW SERVICE AGREEMENT"),] terminates: UWS four members LLC four members UHC four members
B. On and after the termination of either the HMOW Joint Venture pursuant to [SECTION OF THE HMOW JOINT VENTURE AGREEMENT OR THE HMOW SERVICE AGREEMENT]: UWS five members UHC five members
C. The Parties shall cause the Governing Board voting members will consist of:
i) one representative appointed by to meet at least once in each Platinum Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The chair of fiscal quarter at the technical steering committee of Unity Joint Venture's home office facility or such other place as the Technical Project (the “TSC”), or, in the absence of a chair and with the approval Governing Board may from time to time agree. Any individual member of the Governing BoardBoard shall have the power and authority, any active contributor upon three days written notice, to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”).
b) Except for Individual Participants, each individual serving as call a representative on meeting of the Governing Board must be an employee to discuss and administer the business of a Member.
c) Only one Member that is part the Unity Joint Venture. Members of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing BoardBoard may participate in meetings either telephonically or in person. No single Member, company or set The Unity Joint Venture shall not pay members of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another D. A chair shall preside over each meeting of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
d) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The chair shall be a member of the Governing Board and the entities entitled to appoint members shall each have the power to appoint the chair for a one year term on a rotating basis; provided, however, that the chair of the Governing Board shall not be the then active chief executive officer of Unity. In addition to the members appointed to the Governing Board as set forth above, each entity that is entitled to appoint members of the Governing Board shall have the right to invite up to two people (who may invite guests differ from meeting to meeting) as non-participating invitees to attend any meeting of the Governing Board and its committees ("Non-Participating Invitees"). The Non-Participating Invitees shall have the right to attend meetings of the Governing Board and of its committees, but shall have no right or authority to participate in consideration of specific Governing Board topics (but such guest may not participate in any meeting, including, without limitation, the right to discuss or vote on any matter brought before the Governing Board)Board or any committee.
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Samples: Joint Venture Agreement (United Wisconsin Services Inc)
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Member;
ii) The the elected Gold Member representative(srepresentative or representatives;
iii) the elected Silver Member representative;
iv) the TAC Representative (as defined herein);
v) the Committer Representative (as defined herein); and
iiivi) The elected Silver Member representative(sthe Innovation Representative (as defined herein); and
iv) The elected Associate Member representative; and
v) The chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”).
b) Except for Individual Participantsthe TAC Representative and the Committer Representative, each individual serving as a representative on to the Governing Board must shall be an employee of the Member that appointed or nominated her or him, or of a direct or indirect subsidiary of such Member.
c) Only one Member that is If any two or more Members are together part of a group of Related Companies (as defined in Section 6) 9), up to two such Members of that group of Related Companies may each appoint, in the case of Platinum membership, or nominate for a membership class election, in the case of Gold or Silver membership, a representative on the Governing Board. No Except as provided in the preceding sentence, and excluding having an employee serve as the TAC Representative or Committer Representative, no single Member, company or set of Related Companies will be entitled to: (i) to appoint or nominate for Membership class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companiesdirect or indirect subsidiaries, serve as the TSC TAC Representative or Committer Representative on the Governing Board.
d) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee MAC Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Unless otherwise decided by the Governing Board, one named alternate may attend any meeting on behalf of, and as a fully participating, voting alternate for, any representative to the Governing Board may decide whether or any Committee. With respect to allow one named any elected representative to attend the Governing Board or any Committee, any such representative may select an alternate as follows:
(1) an alternateindividual employed by a (i) Platinum Member shall be an employee of that Member, and (ii) Member of the same class, in the case of representatives elected to represent Gold or Silver Members;
(2) another committer or maintainer to any Technical Project, in the case of the Committer Representative; and
(3) another member of the TAC, in the case of the TAC Representative.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such a guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
Governing Board. a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Premier Member;
ii) The elected Gold Member representative(s); and
iii) The elected Silver Member representative(s); and
iv) The elected Associate Member representative; and
v) The the chair of the technical steering committee of the Technical Project (the “TSC”), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to the Technical Project so designated by the TSC (such chair or designee the “TSC Representative”); and
iii) the elected General Member representative or representatives.
b) Except It is strongly recommended for Individual Participants, each individual serving as a representative on the Governing Board must efficient operation of the Directed Fund Company Nominee should be an employee capable of a Member.representing their company with limited need for internal checking of every decision
c) Only one Member No more than two Members that is are part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on the Governing Board. No single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative two representatives for the Governing Board, or (ii) have more than two three representatives (for example, one representative through appointment or nomination as a Premier or General Member, respectively, and one representative serving as the TSC Representative) on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate (that is part of a representative group of Related Companies that together have appointed two representatives to the Governing Board and Board) to have another of its employees, or an employee of one of its Related Companies, serve as the TSC Representative on the Governing Board.
d) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one named representative per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
iv) The Governing Board is expected to have monthly online meetings. If online meetings are not feasible or are impractical, such meetings may take place through use of conference telephone, videoconference, or similar communications device, provided that all representatives participating in such meeting can hear one another. Participation in these designated forms shall constitute presence. The Governing Board shall meet in person at least once a year at such location as the Governing Board may at any time and from time to time determine. Representatives shall attend at least 80% of the regular meetings of the Governing Board. Under- attendance is considered grounds for automatic dismissal.
v) Special meetings of the Board for any purpose or purposes may be called at any time by the Chair or by 20% or more of the representatives then in office.
vi) At least 21 calendar days' prior written notice shall be given by the Secretary to each representative of each regular and special meeting and 45 calendar days' prior written notice for each annual in-person meeting. Notice shall state the place, date, time and proposed duration of the meeting. A meeting may be scheduled and held on shortened notice (provided the shortened notice is not less than seven calendar days) if the shortened notice is approved in writing or by electronic message by a majority of all representatives or if all representatives attend the meeting.
Appears in 1 contract
