MANAGEMENT OF AFFAIRS Sample Clauses

MANAGEMENT OF AFFAIRS. The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and members: A. In accordance with Sections 141(a) and 141(j) of the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws, the directors are hereby empowered to exercise all powers and do all acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation and any Bylaws adopted by the Class A Member; provided, however, that no Bylaws hereafter adopted by a member of the Corporation shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted. B. A special meeting of members shall be called by the Chairman of the Board or the Board of Directors upon receipt by the Chairman of the Board or the Secretary of the Corporation of a written demand of a majority of the directors then holding office. C. Any action required or permitted to be taken by the members of the Corporation must be effected at a duly called annual or special meeting of members of the Corporation and may not be effected by any consent in writing by such members, provided that the Class A Member shall have the right to effect by consent in writing any action which would require the approval of the Class A Member at a duly called annual or special meeting of the members of the Corporation.
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MANAGEMENT OF AFFAIRS. The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and members:
MANAGEMENT OF AFFAIRS. No Limited Partner shall take part in the control (within the meaning of the Delaware Act) of the Partnership’s affairs or transact any affairs in the Partnership’s name, unless such Limited Partner is also employed or engaged to transact any such affairs by or on behalf of the General Partner or the Partnership. The transaction of any such affairs by a Limited Partner employed or engaged to do so by or on behalf of the General Partner or the Partnership shall not be deemed to constitute participation in control of the Partnership and shall not affect, impair or eliminate the limitations on the liability of a Limited Partner under this Agreement.
MANAGEMENT OF AFFAIRS. No Limited Partner shall take part in the control (within the meaning of the Act) of the Partnership’s affairs or transact any affairs in the Partnership’s name, unless such Limited Partner is also the General Partner or other Person designated or engaged by the General Partner to transact any such affairs by or on behalf of the General Partner or the Partnership. The transaction of any such affairs by a Limited Partner designated or engaged by the General Partner to do so by or on behalf of the General Partner or the Partnership shall not be deemed to constitute participation in control of the Partnership and shall not affect, impair or eliminate the limitations on the liability of a Limited Partner under this Agreement.

Related to MANAGEMENT OF AFFAIRS

  • General Management In the discharge of its general duty to manage the successful performance of the Services, Vendor shall: 3.2.1.1. within thirty (30) calendar days of the Effective Date, identify to Citizens the primary and secondary management contacts responsible for the oversight and management of Services for Citizens; 3.2.1.2. ensure Vendor Staff tasked with management and oversight of the Services are available promptly to perform Services during Business Hours; 3.2.1.3. ensure each assigned Adjuster submits a time record directly to Vendor’s manager or point of contact. At any time during this Agreement, Citizens may require copies of time records from Vendor; 3.2.1.4. ensure that no Vendor Staff carries a weapon on their person while performing Services; 3.2.1.5. ensure that no Vendor Staff uses impairing drugs, chemicals, or alcohol while performing Services; 3.2.1.6. ensure that Vendor Staff avoid using their duties and obligations under this Agreement to engage in any conduct that could create either an actual or perceived conflict of interest, such as due to an ongoing business relationship with an entity other than Citizens that would enable Vendor Staff to receive an improper benefit or unfair competitive advantage; 3.2.1.7. ensure that the Services comply with the Best Claims Practices & Estimating Guidelines as applicable to each Service Category and any other policies or processes set forth by Citizens, including but not limited to: a. monitoring applicable file production on a weekly basis to determine compliance with Citizens’ production requirements; and, b. providing detailed reports to Citizens related to Vendor performance upon request.

  • Management of Change a. The parties to this Collective Agreement accept that change in the health service is necessary in order to ensure the efficient and effective delivery of health services. They recognise a mutual interest in ensuring that health services are provided efficiently and effectively, and that each has a contribution to make in this regard.‌ b. Regular consultation between the employer, its midwives and the union is essential on matters of mutual concern and interest. Effective communication between the parties will allow for: • improved decision making; • greater co-operation between employer and midwives; and • a more harmonious, effective, efficient, safe and productive workplace.

  • Strategic Planning Facilitate the effective alignment of IT requirements/ Information Resource Management (IRM) plans with strategic business plans and program initiatives. Management Improvements: Development and implementation of improved systems and business practices to optimize productivity and service delivery operations (e.g., analysis, and implementation of improvements in the flow of IT work and program processes and tool utilization, including business system analysis, identification of requirements for streamlining, re-engineering, or re-structuring internal systems/business processes for improvement, determination of IT solution alternatives, benchmarking).

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • Management of Business (a) No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. (b) The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

  • Chief Operating Officer The Chief Operating Officer shall be responsible for managing the day to day operations of the Company and shall see to it that all orders of the Chief Executive Officer are carried into effect.

  • Management Responsibilities The exclusive representative recognizes the right and obligation of the School Board to efficiently manage and conduct the operation of the School District within its legal limitations and with its primary obligation to provide educational opportunity for the students of the School District.

  • Executive Management The PH-MCO must include in its Executive Management structure: • A full-time Administrator with authority over the entire operation of the PH-MCO. • A full-time HealthChoices Program Manager to oversee the operation of the Agreement, if different than the Administrator. • A full-time Medical Director who is a current Pennsylvania-licensed physician. The Medical Director must be actively involved in all major clinical program components of the PH-MCO and directly participates in the oversight of the SNU, QM Department and UM Department. The Medical Director and his/her staff/consultant physicians must devote sufficient time to the PH-MCO to provide timely medical decisions, including after-hours consultation, as needed. • A full-time Pharmacy Director who is a current Pennsylvania-licensed pharmacist. The Pharmacy Director oversees the outpatient drug management and serves on the PH-MCO P&T Committee. • A Dental Director who is a current Pennsylvania-licensed Doctor of Dental Medicine or Doctor of Dental Surgery. The Dental Director may be a consultant or employee but must be available at a minimum of 30 hours per week. The Dental Director must be actively involved in all program components related to dental services including, but not limited to, dental provider recruitment strategy, assessment of dental network adequacy, providing oversight and strategic direction in the quality of dental services provided, actively engaged in the development and implementation of quality initiatives, and monitor the performance of the dental benefit manger if dental benefits are subcontracted. A full-time Director of Quality Management who is a Pennsylvania- licensed RN, physician or physician's assistant or is a Certified Professional in Healthcare Quality by the National Association for Healthcare Quality Certified in Healthcare Quality and Management by the American Board of Quality Assurance and Utilization Review Providers. The Director of Quality Management must be located in Pennsylvania and have experience in quality management and quality improvement. Sufficient local staffing under this position must be in place to meet QM Requirements. The primary functions of the Director of Quality Management position are: • Evaluate individual and systemic quality of care • Integrate quality throughout the organization • Implement process improvement • Resolve, track, and trend quality of care complaints • Develop and maintain a credentialed Provider network • A full-time CFO to oversee the budget and accounting systems implemented by the PH-MCO. The CFO must ensure the timeliness and accuracy of all financial reports. The CFO shall devote sufficient time and resources to responsibilities under this Agreement. • A full-time Information Systems Coordinator, who is responsible for the oversight of all information systems issues with the Department. The Information Systems Coordinator must have a good working knowledge of the PH-MCO's entire program and operation, as well as the technical expertise to answer questions related to the operation of the information system. • These full time positions must be solely dedicated to the PA HealthChoices Program.

  • MANAGEMENT OF EVALUATION OUTCOMES 12.1 Where the Employer is, any time during the Employee’s employment, not satisfied with the Employee’s performance with respect to any matter dealt with in this Agreement, the Employer will give notice to the Employee to attend a meeting; 12.2 The Employee will have the opportunity at the meeting to satisfy the Employer of the measures being taken to ensure that his performance becomes satisfactory and any programme, including any dates, for implementing these measures; 12.3 Where there is a dispute or difference as to the performance of the Employee under this Agreement, the Parties will confer with a view to resolving the dispute or difference; and 12.4 In the case of unacceptable performance, the Employer shall – 12.4.1 Provide systematic remedial or developmental support to assist the Employee to improve his performance; and 12.4.2 After appropriate performance counselling and having provided the necessary guidance and/or support as well as reasonable time for improvement in performance, the Employer may consider steps to terminate the contract of employment of the Employee on grounds of unfitness or incapacity to carry out his or her duties.

  • Program Management 1.1.01 Implement and operate an Immunization Program as a Responsible Entity 1.1.02 Identify at least one individual to act as the program contact in the following areas: 1. Immunization Program Manager;

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