Managing Board. Supervisory board.
Managing Board a. The Managing Board shall be composed of five (5) individuals selected by the Members (the "Managers"), of which two (2) individuals shall be appointed by Spire (the "Spire Managers") and three (3) individuals shall be appointed by Gloria (Delaware) (the "Gloria (Delaware) Managers"). Upox xxx resignation, death, xx xemoval of any Spire Manager or Gloria (Delaware) Manager, the successor shall be nominated xxx elected by Spire or Gloria (Delaware), as the case may be. Managers of the Coxxxxx shall receive no remuneration from the Company by virtue of serving on such board unless approved by the Members pursuant to Section 4.06(i). The Managing Board shall determine the amount of reimbursement in respect of its members for travel, hotel, and other incidental expenses incurred in connection with attendance at each Managing Board meeting. The Managers shall in general supervise and control all of the business and affairs of the Company and shall have the authority, without specific authorization from the Members, to pay the normal costs of the Company's operations, with the prior approval of greater than fifty percent (50%) of the Managers for all transactions, unless otherwise specified herein.
b. The number of Managers a Member may appoint to the Managing Board shall be subject to adjustment according to the percentage of the number of outstanding Membership Units held by such Member as follows:
(i) a Member holding more than fifty percent (50%) of the number of outstanding Membership Units shall be entitled to appoint three (3) Managers; (ii) a Member holding more than thirty-five percent (35%) of the number of outstanding Membership Units shall be entitled to appoint two (2) Managers and (iii) a Member holding more than twenty percent (20%) of the number of outstanding Membership Units shall be entitled to appoint one (1) Manager; a Member holding no more than twenty percent (20%) of the number of outstanding Membership Units shall have no right under this Agreement to appoint any Manager. However, and notwithstanding the foregoing, Spire and Gloria (Delaware), as founding Members of the Company, shall each be entitled to appoint at least one (1) Manager so long as it holds ten percent (10%) or more of the number of outstanding Membership Units.
Managing Board. 12 Section 3.2 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Managing Board. The Company shall be managed by the Managing Board, which shall consist of five members. Rock-Tenn Partition shall be entitled to designate three members to the Managing Board, and Sonoco Partitions shall be entitled to designate two members to the Managing Board. In each election of members, Rock-Tenn Partition and Sonoco Partitions shall vote their Venture Interests to effect the election of the Managing Board nominees so designated. The Managing Board shall conduct the Venture Business in accordance with the Business Plan, this Agreement and the Operating Agreement.
Managing Board. 6.1 Each member Association will be represented by one member in the Managing Board with voting rights equal to its corresponding voting rights in the GA. Membership in the MB is restricted to two four‐year terms .
6.2 The Managing Board will be in charge of managing the scientific, technical, and financial affairs of ECCOMAS. The MB is vested with all powers necessary for the administration and management, except for the powers restricted to the GA. The MB will empower an Executive Committee with responsibility for daily administration.
6.3 The Executive Committee will be formed by the President, the two Vice‐ Presidents, the Treasurer, the Secretary, and by up to two members, all of whom to be elected among the members of the MB. The Vice‐Presidents are elected for one four‐year term only. The Executive Committee has to report to the MB.
6.4 The MB will convene preferably twice a year. Half of the members may call for an extraordinary meeting. In between meetings, electronic voting can be applied. The MB sets up the Agenda of the GA. Its resolutions will be adopted by a simple majority of the MB members present. The President will hold a casting vote in the event of a tied vote. A decision of the MB is valid if at least one third of the members of MB are present or represented. The rules for electronic voting will be defined by the MB in accordance with legal prescriptions in terms of confidentiality, objectivity and representativity.
6.5 Any member can be represented by a proxy, provided that a written notification has been sent to the Secretariat. A member cannot proxy vote more than two Member Associations.
6.6 The MB is empowered to establish ad hoc committees when deemed appropriate.
6.7 The MB will present the audited financial report and annual budget to the GA.
6.8 Past Presidents will be co‐opted in the MB for one term only after their Presidency. They have no voting right. In addition to the Past President the MB is entitled to co‐opt up to 5 persons on the basis of specific merits and expertise. They have no voting rights.
6.9 Resolutions and minutes of the MB shall be recorded in a register, signed by the President and kept at the seat of the Secretariat of the Association. The President will make them available to the members of the Association.
Managing Board. The Shareholders agree to vote their Shares to elect Lars Xxxxxxxx xx an additional member of the Managing Board promptly following the date hereof to serve as provided in the Agreement and the Articles of Association.
Managing Board. (a) Forthwith upon execution of this Agreement, the Venturers shall form and constitute a managing board (the “Managing Board”) which shall have responsibility for the general day to day operation and administration of the Joint Venture. The Managing Board shall decide all matters of policy relating to the business of the Joint Venture. The Managing Board’s duties shall be as set out and described in the incorporating documents of the Corporation.
(b) The Managing Board shall be comprised of _____ (insert number) members (“Nominees”), of whom ____ (insert number) shall be appointed by each of the Venturers. Each Party shall be entitled, from time to time, to change its Nominees upon written notice to the other Party. Such change of Nominees shall be effective upon receipt of a written notice by the chairman (the “Chairman”) of the Managing Board.
(c) The Managing Board shall cause the terms of this Agreement to be implemented and give such directions to the Parties as may be necessary from time to time.
(d) The Managing Board may, from time to time, delegate any powers and responsibilities to any person as it may see fit.
(e) The Managing Board shall report to the Board of Directors. The Board of Directors may make such other rules governing the responsibility and procedure of the Managing Board.
Managing Board. (A) Cause a proportionate number of the Managing Directors nominated by it to the Managing Board to resign by having such Managing Directors to deliver their resignation letters to the Company (with a copy to the other Group) in which case the Shareholder belonging to the diluted Group shall exercise its voting rights in the relevant Shareholders Meeting to appoint the replacement Managing Directors nominated by binding nomination of the non-diluted Group. For purposes of the foregoing, the proportionate number of Managing Directors shall be calculated as follows, based on the percentage of Company Shares which a Group holds in the total issued and outstanding share capital of the Company: 0 % up to 10 % minus 1 share: no Managing Directors; 10% up to 20 % minus 1 share: 1 (one) Managing Director; 20% up to 40 % minus 1 share: 1 (one) Managing Director; 40% up to and including 60%: 2 (two) Managing Directors; 60 % plus 1 share up to and including 80 %: 3 (three) Managing Directors; 80 % plus 1 share up to and including 90%: 3 (three) Managing Directors; 90 % plus 1 share up to and including 100%: 4 (four) Managing Directors, (decimal amounts to be rounded up or down to the nearest whole number);
(B) Should the 6 (six) month period, as referred to under 2.8(a), above, lapse and the diluted Group fails to increase its Interest in the Company’s total issued and outstanding share capital, pursuant to Section 6, below, to a level at or above 40% (forty percent) of the Company’s total issued and outstanding share capital, the Managing Board shall adopt its resolutions by simple majority, in stead of by unanimity. The Shareholders shall procure to amend the Articles of Association accordingly;
Managing Board. (a) Except as provided herein or in the Joint Venture Agreement, the Managing Board shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities which the Managing Board deems necessary, useful or appropriate for the management and conduct of the Company's business and affairs.
(b) The Managing Board shall consist of five members, three of which shall be designated "Class A Managers" and two of which shall be designated "Class B Managers." The Class A Managers and the Class B Managers are collectively referred to as the "Managers." The Class A Member shall appoint the Class A Managers, and the Class B Member shall appoint the Class B Managers.
Managing Board. Each year, the managing board shall prepare a business plan and budget, subject to the approval of the supervisory board.
