Number and Election. The number of directors which shall constitute the first Board of Directors shall be the number elected by the Incorporator. The number of directors which shall constitute all subsequent Boards of Directors shall be specified by resolution of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article III and except that the first directors of the Corporation shall be elected by the Incorporator and each director shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.
Number and Election. (a) Subject to Section 14 of this Article III, the number of directors constituting the entire Board of Directors, which shall be not less than three directors, shall be fixed from time to time solely by a resolution passed by a majority of the entire Board of Directors. Subject to the terms of any Preferred Stock of the Corporation then outstanding, directors shall be elected at each annual meeting of stockholders. Subject to Section 14 of this Article III and subject to the terms of any Preferred Stock of the Corporation then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, removal from office or other cause may, unless otherwise required by law or by resolution of the Board of Directors, be filled by a majority vote of the directors then in office, though less than a quorum. Each director elected shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.
(b) Each director shall be elected by the vote of the majority of the votes cast with respect to the director at an annual meeting of stockholders at which a quorum is present; provided that if, as of the tenth day before the Corporation first mails its notice of meeting for the meeting to elect directors, the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the votes of the plurality of the shares represented in person or by proxy at such annual meeting and entitled to vote on the election of directors. A majority of the votes cast in an election of a director shall mean that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election and, shares not present, “broker nonvotes” and shares voting “abstain” or “abstentions” shall not be counted as a vote cast either “for” or “against” a director’s election for purposes of determining whether a nominee for director has received a majority of the votes cast. Elections of directors need not be by written ballot.
(c) If a nominee for director who is an incumbent director is not elected, the director shall promptly tender such director’s resignation to the Board of Directors. The Corporate Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent direc...
Number and Election. The board of directors shall initially consist of three members, however, the number of directors may be changed from time to time by resolution of the board of directors. Except as provided in these Bylaws for the filling of vacancies, the shareholders shall elect the directors at the annual meeting. Each director shall hold office until a successor is elected and qualifies, or until such director’s earlier resignation or removal. Directors need not be shareholders.
Number and Election. Subject to the rights, if any, of holders of preferred stock of the Corporation, the Board of Directors shall consist of not less than seven nor more than fourteen members, the exact number of which shall be fixed from time to time by the Board of Directors. Except as provided elsewhere in the Certificate of Incorporation, Directors shall be elected by a majority of the votes cast at annual meetings of stockholders, and each Director so elected shall hold office as provided in the Certificate of Incorporation. Directors need not be stockholders.
Number and Election. The first Board of Directors shall consist of one director. Thereafter, the number of directors may be increased or decreased as determined by resolution of the Board of Directors. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.
Number and Election. The Board shall consist of a minimum of one (1) and a maximum of twenty-five (25) members. The actual number of directors shall be fixed from time to time by amendment to the By-Laws adopted by a majority vote of the directors then in office. The initial number of directors is two (2). Initial directors shall serve until the first shareholder=s meeting at which directors are elected. Each director shall hold office until his successor is elected and qualified. Directors need not be shareholders.
Number and Election. The Board shall consist of four Managers. Each Member shall have the right to appoint two Managers (and one alternate in the event that Member’s appointed Manager is unavailable). Each Manager shall hold office for the term for which appointed, if any term is specified, and until that Manager’s successor has been appointed, or until that Manager’s earlier death, resignation or removal. The initial Managers appointed are: Xxxx X. Xxxxxxxx Xxx X. Xxxxxxxx, Xx. Xxxxx X. Hole (alternate)
Number and Election. Except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), the Board of Directors shall consist of such number of directors as shall be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the total number of directors then authorized, subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement. At any meeting of stockholders at which directors are to be elected, directors shall be elected by a plurality of the votes cast. Directors need not be stockholders unless so required by the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws, wherein other qualifications for directors may be prescribed.
Number and Election. (a) The Board shall appoint the Directors of the Board to fill the vacancies created by the expiration of the Director’s terms of office at the annual meeting of the Board or, if not held, at the next scheduled regular meeting or a special meeting called for that purpose.
(b) The Board shall consist of at least five (5) voting members.
(c) A majority of the Board shall be elected or appointed public officials or public employees, or shall be other community leaders who have demonstrated a professional interest in education or in other issues involving children, who desire to further the objectives of the Corporation. Remaining members of the Board, if any, shall be persons who are parents of students who are expected to attend the community school to be operated by the Corporation or civic leaders in the community served by that community school.
Number and Election. The Board of Managers shall consist of three Managers (unless it has only two Managers as a result of the last two sentences of this paragraph). Managers shall be elected as follows: Members holding Class A Units shall have the right to elect one Manager, Members holding Class B Units shall have the right to elect one Manager, and Xxxxx Xxxxxxxxxx shall serve as a Manager. In the event of the death, resignation or removal of a Manager, the Member who elected such Manager may elect a successor Manager. Notwithstanding the foregoing, in the event that Xxxxx Xxxxxxxxxx ceases to be actively employed by the Company on a full-time basis as the Company’s principal executive officer, then as of the date of such cessation, he shall cease to serve as a Manager, and the size of the Board of Managers will thereupon be reduced to two Managers. In addition, Xxxxx Xxxxxxxxxx shall not have the right to serve as a Manager during any period of time during which he is serving as an officer or employee of Liquidmetal Technologies, Inc. (“LMT”)). The Member holding Class A Units hereby elects Xxxx Xxxx to serve as an initial Manager, and the Members holding Class B Units hereby elect Xxxxxx Xxxxx to serve as an initial Manager.
