Independent Chair Sample Clauses

Independent Chair. The chair of the CHSCB is independent from local agencies and organisations in order for the CHSCB to exercise its local challenge function effectively. The chair is supported by the Senior Professional Advisor and the Board Manager. Both these roles also support the wider partnership and are an available resource for all agencies engaged in the business of the CHSCB.
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Independent Chair. An Independent Chair of the Board shall be appointed by the partners. The Independent Chair shall vote only to determine a matter in the event of an equality of votes. A Vice Chair of the Board shall be appointed on a rotating annual basis between a HMRCCG member and an RBC member to chair meetings of the Board in the absence of the Chair. The Vice-Chair shall not have a second or casting vote. The Partners have determined their voting memberships of the Board as follows – HMRCCG  One GP member  Clinical Chair  Chief Accountable Officer or nominee  One Lay Member RBC  Cabinet member with responsibility for Adult Services  Cabinet member with responsibility for Children’s Services  Cabinet member with responsibility for Health and Wellbeing  Cabinet member with responsibility for Finance A nominated substitute is permitted to attend and vote in the absence of a Board member provided that notification of the substitution arrangement is given to RBC Governance Services by noon on the working day prior to the meeting and the nominated substitute is eligible to serve. The voting membership shall be supported by the following attending Advisors –  The Joint Director for Integrated Commissioning HMRCCG  Chief Finance Officer  Director with responsibility for Primary Care, Quality and Support Services and Exec Nurse  Chair of the Clinical and Professional Advisory Board  One GP  One Lay Member RBC  Chief Executive  Director of Adult Care  Director of Children’s Services  Director of Public Health and Wellbeing  Chief Finance Officer  Monitoring Officer  Any further persons, including further Officers of HMRCCG and RBC, as the Board consider appropriate
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Independent Chair. 10.1.1 An Independent Chair will be appointed by the Board 10.1.2 The term of office will be for a period of three years from date of appointment, unless terminated in accordance with the Chair’s Contract. 10.1.3 The role of the Chair is to chair meetings of the Board in accordance with this Agreement, to ensure the smooth running of the Board and to ensure that Members collaborate effectively to co-ordinate and promote safeguarding. 10.1.4 The Local Authority Chief Executive should co-ordinate an annual 360° appraisal of the performance of the Chair. 10.1.5 The Chair will communicate effectively and pro-actively with any Member where, it appears on objective evidence, that the Member is not performing effectively in the safeguarding of adults at risk or, performing effectively under this Agreement 10.1.6 The Chair may take such action as she or he considers to be, in the best interest of the Board, provided that before doing so, the Chair shall consult with Local Authority Chief Executive and if reasonably practicable, with the Board, specifically before - (i) making a public or media statement within the objectives and functions of the Board. The Chair shall only make such a statement through and with the Council’s public relations function (ii) making representations to any Government Body or Department or any other organisation on behalf of the Board 10.1.7 Must undertake such or further alternative responsibilities as may be given by the Board from time to time, in which case, the Board must by unanimous agreement amend, delete, replace or resurrect any of the foregoing responsibilities. Any further alternative responsibilities shall be set down in the Minutes of the Board
Sample 1
Independent Chair. The Board shall appoint Mr. Dallas as independent chair of the Board no later than December 31, 2022; provided that the Board, by unanimous vote, may appoint another independent director as independent chair of the Board by such time if Mr. Dallas is unwilling to serve in such role or the Board determines that another independent chairman should serve in such role instead of Mr. Dallas.
Sample 1
Independent Chair. 10.1.1 An Independent Chair has been appointed by the Board 10.1.2 The term of office will be for a period of 3 years from date of appointment unless terminated earlier in accordance with the terms of the Consultancy Agreement. The Chair may be requested to undertake a further term of up to three years by Cornwall Council and the Council of the Isles of Scilly on behalf of the Board 10.1.3 The role of the Chair is to chair meetings of the Board in accordance with this Agreement, to ensure the smooth running of the Board and to ensure that Members collaborate effectively to co-ordinate and promote safeguarding with reference to the Chair’s role description as attached at Appendix C 10.1.4 The Chair shall be functionally responsible to the Director of Education, Health and Social Care Cornwall Council and the Senior manager – Services to our Community Isles of Scilly for the performance of his or her role and the Councils shall make appropriate arrangements to appraise the performance of the Chair on an annual basis 10.1.5 To communicate effectively and pro-actively with any Member where it appears on objective evidence that the Member is not performing effectively in the safeguarding of adults or performing effectively under this Agreement 10.1.6 The Chair may take such action as she or he considers to be in the best interest of the Board, provided that before doing so, the Chair shall consult with the Director of Education, Health and Social Care Cornwall Council and the Senior manager – Services to our Community Isles of Scilly and if reasonably practicable, with the Board, specifically before - (i) making a public or media statement within the objectives and functions of the Board. The Chair shall only make such a statement through and with the Council’s public relations function (ii) making representations to any Government Body or Department or any other organisation on behalf of the Board 10.1.7 to undertake such or further alternative responsibilities as may be given by the Board from time to time, in which case, the Board may by unanimous agreement amend, delete, replace or resurrect any of the foregoing responsibilities. Any further alternative responsibilities shall be set down in the Minutes of the Board
Sample 1

Related to Independent Chair

  • Independent Consultant 13.1 In the performance of work or services hereunder, Consultant shall be deemed an independent contractor, and any of its agents, employees, officers, or volunteers performing work required hereunder shall be deemed solely as employees of contractor or, where permitted, of its subcontractors. 13.2 Consultant and its agents, employees, officers, or volunteers shall not, by performing work pursuant to this Agreement, be deemed to be employees, agents, or servants of County and shall not be entitled to any of the privileges or benefits of County employment.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Independent Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.

  • INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party.

  • Independent Activities 14.1 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have any obligation to any other party as to: (a) any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside of the Property at any time; and (b) the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill, smelter or refinery treats ores or concentrates from the Property.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State unless he has a fixed base regularly available to him in the other Contracting State for the purpose of performing his activities. If he has such a fixed base, the income may be taxed in the other State but only so much of it as is attributable to that fixed base. 2. The term “professional services” includes especially independent scientific, literary, artistic, educational or teaching activities as well as the independent activities of physicians, lawyers, engineers, architects, dentists and accountants.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Disinterested Trustees AVIF agrees that its Board shall at all times consist of trustees a majority of whom (the “Disinterested Trustees”) are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board; (b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies or (c) for such longer period as the SEC may prescribe by order upon application.

  • Independent Contractor The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

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