Nominating Committee. Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.
Nominating Committee. The Board shall appoint a nominating committee (“Nominating Committee”). The Nominating Committee shall have those powers, authorities, and responsibilities delegated to it by the Board in its Charter.
Nominating Committee. The Trustees may elect from their own number a Nominating Committee composed entirely of Trustees who are not interested persons (as that term is defined in the 1940 Act of the Trust or any investment adviser or principal underwriter of the Trust (each, an “Independent Trustee”). The Nominating Committee shall have the power to select and nominate candidates to serve as Independent Trustees, and shall have such other powers and perform such other duties as the Trustees may, from time to time, delegate to them except those powers and duties which by law, the Declaration of Trust or these By-laws they are prohibited from so delegating.
Nominating Committee. The Board of Directors may create a --------------------- Nominating Committee of the Board of Directors, which committee shall have and may exercise the power and authority to recommend to the Board of Directors prior to each annual meeting of the stockholders of the Company: (i) the appropriate size and composition of the Board of Directors; and (ii) nominees: (1) for election to the Board of Directors for whom the Company should solicit proxies;
Nominating Committee. (a) The Board of Directors at the annual or any regular or special meeting of the directors shall, by resolution adopted by a majority of the whole Board of Directors, designate and elect two or more directors to constitute a Nominating Committee and appoint one of the directors so designated as the chairman of the Nominating Committee. Membership on the Nominating Committee shall be restricted to Independent Directors (as defined in Section 4.B.1 of Article IV of the Certificate of Incorporation). Vacancies in the Nominating Committee may be filled by the Board of Directors at any meeting thereof. Each member of the Nominating Committee shall hold office until such Nominating Committee member's successor has been duly elected and qualified, or until such Nominating Committee member's resignation or removal from the Nominating Committee by the Board of Directors, or until such Nominating Committee member otherwise ceases to be a director. Any member of the Nominating Committee may be removed from the Nominating Committee by resolution adopted by a majority of the whole Board of Directors. The compensation, if any, of members of the Nominating Committee shall be established by resolution of the Board of Directors.
(b) The Nominating Committee shall be responsible for: recommending to the Board of Directors a slate of directors to be presented for election by stockholders at each annual meeting of the stockholders of the Corporation and any other duties or functions deemed appropriate by the Board of Directors. The Nominating Committee shall have the powers and rights necessary or desirable to fulfill these responsibilities, including the power and right to consult with legal counsel and to rely upon the opinion of legal counsel.
(c) All actions of the Nominating Committee shall be reported to the Board of Directors at the next meeting of the Board of Directors. The minute books of the Nominating Committee shall at all times be open to the inspection of any director.
(d) The Nominating Committee shall meet at the call of its chairman or of any two members of the Nominating Committee (or if there shall be only one other member, then at the call of that member). A majority of the Nominating Committee shall constitute a quorum for the transaction of business (or if there shall be only two members, then both must be present), and the act of a majority of those present at any meeting at which a quorum is present (or if there shall be only two members, then they m...
Nominating Committee. For so long as Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of Company Common Stock, (i) the Nominating Committee shall consist of four (4) directors; (ii) the Amneal Group Representative shall have the right to designate two (2) of the directors to serve on the Nominating Committee; and (iii) the remaining directors on the Nominating Committee shall be designated by a majority of the Company Independent Directors then serving on the Company Board.
Nominating Committee. The Board shall establish a nominating committee composed entirely of independent directors to consider new appointments to the Board.
Nominating Committee. (a) A nominating committee (the “Nominating Committee”) to operate in accordance with the terms of reference of that committee as approved by the Board.
(b) From time to time, the Nominating Committee can recommend for the Board’s approval policies regarding the appointment, retirement, termination, tenure of directors, and related aspects.
(c) The Nominating Committee shall comprise:
(I) two independent Directors;
(II) one representative nominated by the TPG Investor Entities (as a group), provided they are entitled to appoint a Director under Clause 3.1;
(III) one representative nominated by the KKR Investor, provided it is entitled to appoint a Director under Clause 3.1; and
(IV) one representative nominated by REA, provided it is entitled to appoint a Director under Clause 3.1.
(d) The Chairman of the Nominating Committee shall be appointed by either the TPG Investor Entities (as a group) or the KKR Investor (in each case, provided they are entitled to appoint a Director under Clause 3.1). Such appointment right will be rotated annually (or as otherwise agreed by the TPG Investor Entities (as a group) and the KKR Investor) between the TPG Investor Entities (as a group) and the KKR Investor, in the following order of rotation: the TPG Investor Entities (as a group), then the KKR Investor.
(e) The Board or any two (2) members of the Nominating Committee may from time to time convene a meeting of the Nominating Committee.
(f) The quorum necessary for the transaction of the business of the Nominating Committee shall be the presence in person, or by proxy, of at least the majority in number of the members of the Nominating Committee.
(g) In the case of an equality of votes at any meeting of the Nominating Committee, the then chairman of the Nominating Committee shall be entitled to a second or casting vote.
Nominating Committee. Candidates for a Director position shall be nominated by a Nominating Committee. The Nominating Committee shall consist of seven members. Three members shall be Directors, not standing for re-election, designated by the Board Chair. The remaining four Nominating Committee members shall be designated by the Member Advisory Committee and come from individuals serving on the Member Advisory Committee, with two (2) members being from Classes 1, 2, and/or 3, and two (2) members being from Classes 4 and/or 5.
6.4.1.1 If the Member Advisory Committee does not designate MAC members to serve on the Nominating Committee within 30 days of being notified of the Board Chair’s designation of the three Directors to serve on the Nominating Committee, the Board Chair may designate MAC members to serve.
6.4.1.2 A Nominating Committee shall be formed each year not less than 180 days prior to the Annual Meeting. A Nominating Committee will continue to function until a replacement Nominating Committee is formed, but may not continue for a period longer than twelve (12) months from its creation, provided however, that the Board, by resolution, may authorize a Nominating Committee to function beyond twelve (12) months as the Board may determine is necessary.
Nominating Committee. Constituted as described in Section 6.4.1 of these Bylaws.
