Managing Board Sample Clauses

Managing Board. Supervisory board.

Managing Board. (a) Subject to the provisions contained in Section 6.03, the power to direct the business and affairs and general policies of the Company and its subsidiaries, if any, shall be vested exclusively in a managing board (the "Managing Board"). The Managing Board shall consist of six members, three of whom shall be designated by DFI (the "DLL Designees") and three of whom shall be designated by AAC (the "AAC Designees"). Each member of the Managing Board shall hereinafter be referred to as a "Director". DFI shall designate one of the DLL Designees to act as the Chair (the "Chair") of the Managing Board, and the Chair shall preside at all meetings of the Managing Board. The DLL Designees shall serve at the pleasure of DFI, and the AAC Designees shall serve at the pleasure of AAC. Any Director may be removed from the Managing Board only by the Member that appointed him or her, in such Member's sole discretion and for any reason or for no reason, by delivering written notice of such removal to the Company and the other Member. (b) Regular meetings of the Managing Board shall be held quarterly at the offices of the Company or at such other times and places as may be fixed by the Managing Board, including by conducting meetings via telephonic conference calls. A quorum of the Managing Board shall consist of at least one DLL Designee and at least one AAC Designee, which quorum must be present at all meetings or telephonic conference calls of the Managing Board. The Board may hold special meetings, which meetings may be called by at least two Directors or by the CEO. Written notice of such special meetings must be provided to all Directors who did not call such special meeting, at least seven days prior to the scheduled date of such special meeting, which notice shall identify the purpose(s) of the special meeting; provided, however, that any Director may waive such notice by attendance or in writing. Directors may participate in a meeting by means of telephone conference, and participation in a meeting by such means shall be deemed to constitute presence in person at the meeting. Directors may be represented at meetings by written proxy or by a designee. All documents, data and other information necessary to the effective functioning of the Managing Board shall be furnished to each Director reasonably prior to a meeting. (c) Any Director may resign by giving to the Chair and the other Directors 30 days' prior written notice. Any vacancy in the Managing Board, whether...

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. At the Effective Time, the members of the managing board of XO LLC designated as such in the LLC Agreement shall be the members of the managing board of the Surviving Entity until their successors are duly elected and qualified.

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. (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. 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. The board of directors or similar management board or committee, if any, of the subject Person.

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 Company shall be managed by a Managing Board comprised of five individuals unless the Members change the size of the Managing Board by a Membership Supermajority vote of the Members. The Managing Board Members are Xxxxxx X. XxXxxxxxx, Xxxxxx X. Kalitta, Xxxxxx X. Xxxxxx, Xxxx X. XxXxxxxx and Xxxxx X. Xxxxx who shall serve until replaced by a Membership Supermajority vote of the Members. Each of the Managing Board Members shall have a single equal vote on all matters properly before the Managing Board and the Managing Board Members may replace, by a vote of at least 80% of the Managing Board Members, the Chairperson of the Managing Board who shall be responsible to ensure that the Managing Board takes action on all matters necessary for the operation of the Company. The initial Chairperson of the Managing Board shall be Xxxxxx XxXxxxxxx. The Chairperson of the Managing Board shall hold a meeting of the Managing Board upon the request of any two Managing Board Members and shall place on the agenda for such meeting any matter requested by any two Managing Board Members. Costs for such meetings will be born by the Company including travel expenses. Meetings may be held telephonically.