Guaranteed Directorships Sample Clauses

Guaranteed Directorships. Minority shareholders usually do not have the voting power to guaranty a spot on the board of directors. A shareholder who is not a director has limited rights to information about the operations of the corporation and no voice in decision-making or ability to protect himself from oppressive conduct. In a typical squeeze-out scenario, a minority shareholder who is on the board is usually removed. One way to address oppressive conduct is to provide in a shareholder agreement that some or all of the shareholders will also be directors, or to give certain shareholders or groups of shareholders the right to appoint or elect a director of their choice. A guarantied spot on the board of directors does protect a minority’s interest in a voice in the corporation. Unfortunately, most closely-held corporations rarely operate through formal board meetings, so the right to be a director in a small corporation may be more symbolic than real. Moreover, a minority position on a board of directors is hardly more useful than a minority position as a shareholder. The minority member of the board will be ignored and always outvoted. A position as a director does not equate to the right of continued employment or salary. Therefore, even with a seat on the board of directors, minorities may still be squeezed out or frozen out.
Sample 1
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Related to Guaranteed Directorships

  • Position Vacancies When a new position is created or a vacancy occurs in any existing position, the Employer shall forthwith prepare and furnish the Federation and post in places as agreed upon by the Employer and the Federation, a bulletin stating among other things: Location and title of position to be filled; a listing of the principal duties of the position; minimum qualifications; assigned hours of service; assigned days of rest; salary range of the position; whether the position is permanent or temporary; if temporary, how long it is probable the position will continue; the starting date of the assignment; last date when applications will be received and accepted; and with whom the applications shall be filed.

  • Vacancies Whenever a vacancy in the Board of Trustees shall occur, the remaining Trustees may fill such vacancy by appointing an individual having the qualifications described in this Article by a written instrument signed by a majority of the Trustees then in office or may leave such vacancy unfilled or may reduce the number of Trustees; provided the aggregate number of Trustees after such reduction shall not be less than the minimum number required by Section 2.1 hereof; provided, further, that if the Shareholders of any class or series of Shares are entitled separately to elect one or more Trustees, a majority of the remaining Trustees or the sole remaining Trustee elected by that class or series may fill any vacancy among the number of Trustees elected by that class or series. Any vacancy created by an increase in Trustees may be filled by the appointment of an individual having the qualifications described in this Article made by a written instrument signed by a majority of the Trustees then in office. No vacancy shall operate to annul this Declaration or to revoke any existing agency created pursuant to the terms of this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided herein, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration.

  • Number of Directors Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

  • Director Director/Secretary The Corporate Seal of the Secretary of State for Education, hereunto affixed is authenticated by: ..........................................

  • JOB VACANCIES Vacancies or new positions shall be awarded to the senior employee applicant where the employee currently possesses the necessary capabilities to perform the work. Qualifications for the job shall be posted by the Employer, and the posting shall include the shift and number of hours for the position. No employee shall be eligible to bid on a job vacancy or new position until the employee has worked in the employee's existing job for a minimum of one hundred eighty (180) days. The provisions of the preceding sentence shall not apply when employees bid on vacancies or new positions in the employee's same classification. All vacancies shall be bulletined for a minimum of five (5) calendar days, and notice of the same furnished to the Union at the same time. Each Hospital shall develop a system to ensure that only applicants signing the posting during the five calendar day posting period will be considered. Temporary assignments may be made during such posting period only; provided assignments to a new classification may be on a temporary basis for ten (10) days. If a question arises as to the capability of an employee to perform the employee's duties after the above herein procedure has been used, that question, and any other question incidental thereto pertaining to the employee's classification and rate of pay, shall be settled by mutual agreement between the Employer and the Union. If such questions cannot be so settled, they shall be settled by arbitration as provided in Article 2. In filling vacancies or new positions, senior employees in the classification where the vacancy or new position is located shall be given preference. In the event that the vacant or new position cannot be filled with a qualified employee from that classification then qualified applicants from other classifications within the bargaining unit will be considered based on bargaining unit seniority.

  • VACANCIES AND NEW POSITIONS 17.01 The Gallery shall post notice of permanent and temporary job vacancies subject to Article 4 – Temporary Full-Time Employees for a period of seven (7) calendar days before any such job is filled. Probationary employees shall not be entitled to apply for posted vacancies. It is agreed that the Gallery will not interview external applicants until applications from existing employees have been reviewed and bargaining unit employees who are qualified in the opinion of the Gallery have been interviewed. Further, the Gallery will notify existing applicants in writing once the successful application is selected.

  • Tenure The President, Treasurer and Secretary shall hold office in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each other officer shall hold office and each agent shall retain authority at the pleasure of the Trustees.

  • Vacancy For purposes of this Article, a vacancy occurs when:

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Alternate Directors 35.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

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