Number and Designation. The Company shall have one or more natural persons exercising the functions of the position of President and Secretary/Treasurer. The Board of Governors may elect or appoint such other managers or agents as it deems necessary for the operation and management of the Company, with such powers, rights, duties and responsibilities as may be determined by the Board, each of whom shall have the powers, rights, duties and responsibilities set forth in this Operating Agreement unless otherwise determined by the Board. Any of the positions or functions of those positions may be held by the same person.
Number and Designation. The Corporation shall have one or more natural persons exercising the functions of the offices of Chief Executive Officer and Chief Financial Officer. The Board of Directors may elect or appoint such other officers or agents as it deems necessary for the operation and management of the Corporation, with such powers, rights, duties and responsibilities as may be determined by the Board, including, without limitation, a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall have the powers, rights, duties and responsibilities set forth in these By-Laws unless otherwise determined by the Board. Any of the offices or functions of those offices may be held by the same person.
Number and Designation. The number of shares to constitute this series of the total authorized amount of preferred shares of the Company shall be 500,000 shares and the designation of such shares shall be "Series A Junior Participating Preferred Shares," par value $.01 per share (hereinafter called "this Series"). All shares of this Series shall be identical with each other in all respects.
Number and Designation. 265,625 shares of the Preferred Stock of the Corporation shall constitute a series designated as "Series D Convertible Participating Preferred Stock" (the "Series D Preferred Stock").
Number and Designation. The number of shares to constitute this series shall be 2,500,000 and the designation of such shares shall be the "Series B Convertible Preferred Shares" (hereinafter called "this Series"). The number of shares constituting this Series may be decreased from time to time by action of the Board, but not below the number of shares of this Series then outstanding. All shares of this Series shall be identical with each other in all respects. The shares of this Series shall rank senior to the common shares (the "Common Shares") of the Corporation and equal to the Series A Convertible Preferred Shares ("Series A Convertible Shares") as to dividends and upon liquidation, as described below. Any amounts herein referencing share prices or numbers of shares shall be subject to appropriate adjustments in the event of any stock splits, consolidations or the like.
Number and Designation. 3,333,333 shares of the Preferred Stock of the Corporation shall be designated as Series B Preferred Stock (the “Series B Preferred Stock”).
Number and Designation. The officers of the Corporation shall be chosen by the Board of Directors and may include a Chairman of the Board, a President, a Vice President, a Secretary, a Controller and a Treasurer who shall hold office until their successors are chosen and qualify or their earlier resignation or removal. The Board of Directors may also choose additional Vice Presidents, and one or more Assistant Secretaries, Assistant Controllers and Assistant Treasurers. Any one or more of such Vice Presidents may be designated as Executive or Senior Vice President. Any number of offices may be held by the same person, except that no person shall simultaneously hold the offices of Chairman or President and Secretary, Treasurer or Controller. The Chairman shall be a member of the Board of Directors. The Board may also designate any Vice Presidents as Chief Financial Officer and as General Counsel.
Number and Designation shares of Preferred Stock of the Corporation shall be designated as Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock").
Number and Designation. 3,000,000 shares of the Preferred Stock of the Corporation shall be designated as 15% Senior Exchangeable Preferred Stock Due 2010 (the "Senior Preferred Stock").
Number and Designation. SB Oils shall have four (4) natural Persons, resident in Brazil, exercising the functions of the positions of General Manager, Chief Financial Officer, Commercial Manager and Plant Manager. The General Manager may appoint such other officers or agents as s/he deems necessary for the operation and management of SB Oils, with such powers, rights, duties and responsibilities as may be determined by the General Manager, subject to the approval of the quotaholders of SB Oils. Any natural Person so appointed shall comply with all Brazilian requirements including meeting the necessary visa and residency requirements.
