Common use of Management Board Clause in Contracts

Management Board. 14.1 The Management Board will have a strategic role in: 14.1.1 monitoring and providing a forum for discussing the parties’ rights and obligations under this agreement; 14.1.2 debating the current version and any revisions to the Masterplan and Master 14.1.3 monitoring the delivery of the Development Requirements and providing a forum for discussing the level of Development Requirements and split of Social Rented Housing and Intermediate Affordable Housing comprised within the Affordable Housing Requirement; and 14.1.4 reviewing the artwork and design proposals for any hoardings proposed by the Developer. 14.2 The Management Board is to be made up of not less than two individuals appointed by the Council and not less than two individuals appointed by the Developer. The Management Board is to be chaired by one of the representatives appointed by the Developer. The initial members of the Management Board for the Council shall be the Council’s Deputy Chief Executive and the Strategic Director of Regeneration & Neighbourhoods and for the Developer shall be Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx. 14.3 The Developer and the Council each undertakes with the other to appoint as members of the Management Board individuals who have appropriate experience in major project development and who are otherwise appropriately qualified. 14.4 The Developer and the Council may each at any time appoint a suitable alternate representative on its respective behalf in place of a member of the Management Board by two Working Days’ notice to the other. 14.5 The Council and the Developer shall respectively ensure that each of its appointed representatives attend each meeting of the Management Board. 14.6 The Developer shall convene not less frequently than quarterly meetings of the Management Board, giving each member at least five Working Days notice of a meeting, at which the Council and the Developer shall review progress and matters relevant to the continued progress of the Development. 14.7 Either party shall be entitled to convene an extraordinary meeting on 10 Working Days notice to the other, but not more than six times a year. 14.8 An agenda, prepared by the party convening the meeting, for each meeting accompanied by all papers to be considered or submitted at the meeting is to be sent to each member of the Management Board at least 48 hours before the meeting whenever practical. 14.9 Minutes of each meeting are to be circulated by the Developer to the Council and the members of the Management Board within five Working Days afterwards. 14.10 If any member of the Management Board is unable to attend a meeting, he or she may appoint another person, who is to have appropriate experience and qualification as referred to in Clause 14.3 to attend in his stead, and must notify the other members of the Management Board accordingly. 14.11 Each of the Council and the Developer may invite with the other party’s consent (not to be unreasonably withheld) representatives of other parties actively involved in the Development as necessary or desirable to the efficient running of the Management Board and/or the Development. 14.12 Meetings of the Management Board should normally involve the attendance (in person or by alternate) of representatives at the meeting. Where the Management Board decides it is appropriate, meetings may also be held by telephone or another form of telecommunication by which each participant can hear and speak to all other participants at the same time.

Management Board. 14.1 The Members shall procure that the number of Board Members of the Management Board will have a strategic role in: 14.1.1 monitoring and providing a forum for discussing shall not be less than 2. The Council shall determine the parties’ rights and obligations under this agreement; 14.1.2 debating the current version and any revisions to the Masterplan and Master 14.1.3 monitoring the delivery maximum number of Board Members of the Development Requirements and providing a forum for discussing the level of Development Requirements and split of Social Rented Housing and Intermediate Affordable Housing comprised within the Affordable Housing Requirement; and 14.1.4 reviewing the artwork and design proposals for any hoardings proposed by the DeveloperManagement Board from time to time. 14.2 The Council shall be entitled to appoint and remove Board Members to the Management Board in accordance with this agreement. 14.3 The Council may nominate a Board Member, and remove a Board Member whom it nominated, by giving notice to the LLP. The appointment or removal takes effect on the date on which the notice is received by the LLP or, if a later date is given in the notice, on that date. 14.4 The Management Board shall be composed of up to 3 Board Members (one of whom may be a non-executive who shall have suitable experience and skills). 14.5 For the avoidance of doubt, no statutory officers of or elected members of the Council shall be appointed as Board Members. 14.6 The Council may allocate specific roles to the Board Members from time to time and may by notice to the Management Board, appoint and remove the chairman. 14.7 The Council shall indemnify and keep indemnified the LLP against any claim connected with a Board Member's removal from office. 14.8 The parties intend that meetings of Board Members shall take place at least 2 times each year, with each meeting being no more than 7 months apart. 14.9 Any person who wishes to resign as a Board Member shall give written notice of his resignation to the Management Board and his resignation shall be effective on the date falling one month after the date of receipt by the Management Board of such written notice. 14.10 Every meeting of the Management Board shall be governed by the following provisions: (a) a meeting of the Management Board may be called by any Board Member giving notice of the meeting of at least one Business Day to all Board Members, specifying the place, day and time of the meeting and a statement of the matters to be discussed at the meeting, provided that valid shorter notice is deemed to have been given if all Board Members attend the meeting or if it is ratified by the Board Members at a subsequent duly convened meeting; (b) the quorum for a meeting of the Management Board is two Board Members present in person or by video or telephone conference call or by alternate (which shall mean another Board Member appointed in writing to be made up attend and vote on behalf of the appointing Board Member); (c) where the appropriate quorum is not less than two individuals appointed present within 30 minutes of the start time stated in the notice of the meeting, any resolution passed at the inquorate meeting is deemed to have been passed if it is ratified later by the Council and required majority in attendance at a duly convened quorate meeting; (d) if the chairman is not less than two individuals appointed by present within 10 minutes of the Developer. The time at which the meeting was to start, the participating Board Members must appoint one of themselves to chair it. (e) decisions of the Management Board shall be determined by a simple majority vote at a duly convened meeting and each Board Member present, whether in person or by video or telephone conference call or by alternate, shall have one vote. If the vote is to be chaired by one tied, the chairman of the representatives appointed by Management Board shall have a casting vote.2 (f) the Developer. The initial members Board Members may give effect to any decision of the Management Board for any purpose by way of written resolution signed by all the Council shall be the Council’s Deputy Chief Executive and the Strategic Director of Regeneration & Neighbourhoods and for the Developer shall be Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx.Board Members; 14.3 The Developer and the Council each undertakes with the other to appoint as members (g) meetings of the Management Board individuals who have appropriate experience may be conducted by electronic means, such as via telephone or video conference. Board Members participating in major project development a Management Board meeting via electronic means shall be deemed to be present in person at the meetings and who are otherwise appropriately qualified.shall be entitled to be counted in the quorum and to vote; and 14.4 The Developer (h) minutes shall be prepared of all Management Board meetings and shall be approved and signed by the Council may each at any time appoint a suitable alternate representative on its respective behalf in place of a member chairman of the Management Board by two Working Days’ notice as evidence of the proceedings. 14.11 The Management Board shall carry on and manage its responsibilities with the assistance from time to time of the Members and of agents or employees of the LLP as it shall deem necessary. 14.12 The Management Board undertakes to each Member and the LLP that it shall not make, or agree to make, or procure or allow the LLP to make, without the approval of the Council decisions on any of the Reserved Matters. 14.13 The Board Members shall not be liable, responsible or accountable in damages or otherwise to the other. 14.5 The Council and LLP or to any of the Developer shall respectively ensure Members, their successors, or assigns, except by reason of acts or omissions due to bad faith, negligence or wilful default, material breach of this agreement, or for not having acted in good faith in the reasonable belief that each of its appointed representatives attend each meeting of the Management Board. 14.6 The Developer shall convene 's or their actions were in, or not less frequently than quarterly meetings opposed to, the best interests of the Management Board, giving each member at least five Working Days notice of a meeting, at which the Council and the Developer shall review progress and matters relevant to the continued progress of the Development. 14.7 Either party shall be entitled to convene an extraordinary meeting on 10 Working Days notice to the other, but not more than six times a year. 14.8 An agenda, prepared by the party convening the meeting, for each meeting accompanied by all papers to be considered or submitted at the meeting is to be sent to each member of the Management Board at least 48 hours before the meeting whenever practical. 14.9 Minutes of each meeting are to be circulated by the Developer to the Council and the members of the Management Board within five Working Days afterwards. 14.10 If any member of the Management Board is unable to attend a meeting, he or she may appoint another person, who is to have appropriate experience and qualification as referred to in Clause 14.3 to attend in his stead, and must notify the other members of the Management Board accordingly. 14.11 Each of the Council and the Developer may invite with the other party’s consent (not to be unreasonably withheld) representatives of other parties actively involved in the Development as necessary or desirable to the efficient running of the Management Board and/or the Development. 14.12 Meetings of the Management Board should normally involve the attendance (in person or by alternate) of representatives at the meetingLLP. Where the Management Board decides it is appropriate, meetings may also be held by telephone or another form of telecommunication by which each participant can hear and speak to all other participants at the same time.2 Is this required?