Common use of Number, Election and Qualification Clause in Contracts

Number, Election and Qualification. The number of members of the Governing Board shall be no more than fifteen (15). All members of the Governing Board shall be a Fiscal Officer of a Participant, or such officers or employees of a Participant which, in the judgment of the Governing Board, shall have knowledge and experience in financial matters. A candidate for membership on the Governing Board shall be nominated by the Participant he or she represents and the Governing Board shall present a recommended slate of candidates to the Participants. Candidates for membership on the Governing Board shall be elected by the Participants by resolution of their respective governing body at the annual meeting of the Governing Board upon at least thirty (30) days written notice of such election with the opportunity for Participants to vote by mail or proxy. The Governing Board shall establish an annual date for the election of members of the Governing Board. The election of a Fiscal Officer as a member of the Governing Board shall not become effective unless and until (i) such Fiscal Officer accepts such election in writing, (ii) such Fiscal Officer agrees in writing to be bound to the terms of this Agreement, and (iii) the Participant which the Fiscal Officer represents who is so elected has delivered to the Governing Board a certificate in acceptable form to the effect that such Person is the Fiscal Officer of such Participant or other qualified officer or employee of such Participant. Members of the Governing Board shall serve without compensation but shall be entitled to reimbursement paid from Portfolio Assets for their necessary and reasonable expenses for serving on the Governing Board. Each member of the Governing Board shall have an appropriate bond or undertaking in an amount to be determined by the Governing Board, the expense of which shall be paid from Portfolio Assets. Notwithstanding any provision of this Agreement to the contrary, no member of the Governing Board shall have an interest in a contract entered into by the Governing Board prohibited by Section 801 of the GML, and except as provided in Section 802 of the GML, an officer or employee of a Participant shall not have a prohibited interest (as that word is defined Section 800 of the GML) in any contract entered by the Governing Board.

Number, Election and Qualification. The number of members Managers which shall constitute the whole Board of Managers shall be determined by resolution of the Governing Board Members, but in no event shall such number be less than three nor more than seven unless the Members specifically vote pursuant to Section 6.03(c) to cause the LLC to be Member managed, in which case there shall be no more than fifteen (15)Board of Managers. All members of the Governing Board shall be a Fiscal Officer of a Participant, or such officers or employees of a Participant which, in the judgment of the Governing Board, shall have knowledge and experience in financial matters. A candidate for membership on the Governing Board shall be nominated by the Participant he or she represents and the Governing Board shall present a recommended slate of candidates to the Participants. Candidates for membership on the Governing Board The Managers shall be elected by the Participants by resolution of their respective governing body at the an annual meeting of Members by such Members as have the Governing Board upon right to vote at least thirty such election. Managers need not be Members of the LLC. Each person elected to serve as a Manager of the LLC shall sign this Agreement, or a counterpart hereof or amendment hereto, or other writing pursuant to which such person (30I) days written notice acknowledges receipt of a copy of this Agreement, as amended and in effect as of the date of such election with the opportunity for Participants to vote by mail or proxy. The Governing Board shall establish an annual date for the election of members of the Governing Board. The election of a Fiscal Officer as a member of the Governing Board shall not become effective unless and until (i) such Fiscal Officer accepts such election in writing, (ii) agrees that he or she is a party to and bound by this Agreement, (iii) agrees to perform the duties of a Manager hereunder, and (iv) agrees to execute and deliver such Fiscal Officer agrees in writing to be bound additional agreements, instruments, certificates and documents, including without limitation an amendment to the terms Certificate, which may be necessary, appropriate or convenient to reflect the foregoing matters and the election of such person as a Manager of the LLC. Upon the death, resignation, removal or expiration of the term of any Manager (a "Terminated Manager"), (i) such Terminated Manager shall have no further authority under this Agreement, (ii) such Terminated Manager shall have no further obligations or rights under this Agreement (except for liabilities and rights accruing prior to the date of death, resignation, removal or expiration of his term, such as, for example, rights to indemnification under Section 6.9 which related to actions or omissions occurring during such person's service as a Manager), and (iii) the Participant which the Fiscal Officer represents who is so elected has delivered to the Governing Board a certificate in acceptable form to the effect that such Person is the Fiscal Officer of such Participant no writing or other qualified officer or employee of such Participant. Members of the Governing Board shall serve without compensation but instrument shall be entitled to reimbursement paid from Portfolio Assets for their necessary and reasonable expenses for serving on the Governing Board. Each member of the Governing Board shall have an appropriate bond or undertaking in an amount required to be determined executed by the Governing BoardLLC or the Terminated Manager to reflect such cessation of service, except that the expense of which shall be paid from Portfolio Assets. Notwithstanding any provision of this Agreement to the contraryTerminated Manager (or its Legal Representative or attorneyin-fact, no member of the Governing Board shall have an interest in a contract entered into by the Governing Board prohibited by Section 801 of the GML, and except as provided in Section 802 the following paragraph) shall execute and deliver any agreement, instrument, certificate or document, including an amendment to the Certificate, which may be reasonably required to reflect that the Terminated Manager is no longer a Manager of the GMLLLC. Each person now or hereafter serving as a Manager of the LLC, by execution of this Agreement, an officer amendment hereto, or employee an instrument acknowledging that it is bound hereby, hereby constitutes and appoints each other person who may from time to time be serving as a Manager, and each of them acting singly, such Manager's agent and attorneyin-fact for the purpose of executing and delivering any and all agreements, instruments and other documents (including without limitation, an amendment to the Certificate) as are necessary or appropriate to reflect that he, she or it is no longer a Participant shall not have a prohibited interest (as that word is defined Section 800 Manager of the GML) in LLC following the death, resignation, removal or expiration of the term of such Manager, which power of attorney, is hereby agreed and acknowledged to be coupled with an interest and irrevocable, and shall survive the death, dissolution, bankruptcy or incapacity of any contract entered Manager until such time as the withdrawal of such Manager from the LLC has been reflected by the Governing Boardall necessary or appropriate agreements, instruments and other documents.

Number, Election and Qualification. The number of members directors which shall constitute the whole Board of Directors shall be seven (7), unless otherwise determined from time to time by resolution of the Governing Board of Directors, but in no event shall be no less than four (4) or more than fifteen nine (159). All members of the Governing Board shall be a Fiscal Officer of a Participant, or such officers or employees of a Participant which, in the judgment of the Governing Board, shall have knowledge and experience in financial matters. A candidate for membership on the Governing Board shall be nominated by the Participant he or she represents and the Governing Board shall present a recommended slate of candidates to the Participants. Candidates for membership on the Governing Board The directors shall be elected by the Participants by resolution of their respective governing body at the annual meeting of stockholders by such stockholders as have the Governing right to vote on such election. The directors need not be stockholders of the Corporation. Unless otherwise designated in the Merger Agreement, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations for the election of directors may be made (a) by or at the direction of the Board upon of Directors or (b) by any stockholder of record entitled to vote for the election of directors at least thirty (30) days such meeting; provided, however, that a stockholder may nominate persons for election as directors only if written notice of such stockholder’s intention to make such nominations is received by the Secretary not later than (i) with respect to an election with the opportunity for Participants to vote by mail or proxy. The Governing Board shall establish be held at an annual meeting of the shareholders, not fewer than sixty (60) nor more than ninety (90) days prior to the anniversary date of the prior year’s annual meeting and (ii) with respect to an election to be held at a special meeting of the stockholders for the election of members directors, the close of business on the seventh (7th) business day following the date on which notice of such meeting is first given to stockholders. Any such stockholder’s notice shall set forth (a) the name and address of the Governing Boardstockholder who intends to make a nomination; (b) a representation that the stockholder is entitled to vote at such meeting and a statement of the number of shares of the Corporation that are beneficially owned by the shareholder; (c) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) as to each person the stockholder proposes to nominate for election or re-election as a director, the name and address of such person and such other information regarding such nominee as would be required in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had such nominee been nominated by the Board of Directors, and a description of any arrangements or understandings, between the stockholder and such nominee and any other persons (including their names), pursuant to which the nomination is to be made; and (e) the consent of each such nominee to serve as a director if elected. If the facts warrant, the Board of Directors, or the chairman of a stockholders’ meeting at which directors are to be elected, may determine and declare that a nomination was not made in accordance with the foregoing procedure and, if it is so determined, the defective nomination shall be disregarded. The right of stockholders to make nominations pursuant to the foregoing procedure is subject to the superior rights, if any, of the holders of any class or series of stock having a preference over the common stock. The procedures set forth in this Section 2.2 for nomination for the election of a Fiscal Officer as a member directors by stockholders are in addition to, and not in limitation of, any procedures now in effect or hereafter adopted by or at the direction of the Governing Board shall not become effective unless and until (i) such Fiscal Officer accepts such election in writing, (ii) such Fiscal Officer agrees in writing to be bound to the terms of this Agreement, and (iii) the Participant which the Fiscal Officer represents who is so elected has delivered to the Governing Board a certificate in acceptable form to the effect that such Person is the Fiscal Officer of such Participant Directors or other qualified officer or employee of such Participant. Members of the Governing Board shall serve without compensation but shall be entitled to reimbursement paid from Portfolio Assets for their necessary and reasonable expenses for serving on the Governing Board. Each member of the Governing Board shall have an appropriate bond or undertaking in an amount to be determined by the Governing Board, the expense of which shall be paid from Portfolio Assets. Notwithstanding any provision of this Agreement to the contrary, no member of the Governing Board shall have an interest in a contract entered into by the Governing Board prohibited by Section 801 of the GML, and except as provided in Section 802 of the GML, an officer or employee of a Participant shall not have a prohibited interest (as that word is defined Section 800 of the GML) in any contract entered by the Governing Boardcommittee thereof.

Number, Election and Qualification. The number of members of the Governing Board shall be no more than fifteen (15). All members of the Governing Board shall be a Fiscal Officer of a Participant, or such officers or employees of a Participant which, in the judgment of the Governing Board, shall have knowledge and experience in financial matters. A candidate for membership on the Governing Board shall be nominated by the Participant he or she represents and the Governing Board shall present a recommended slate of candidates to the Participants. Candidates for membership on the Governing Board shall be elected by the Participants by resolution of their respective governing body at the annual meeting of the Governing Board upon at least thirty (30) days written notice of such election with the opportunity for Participants to vote by mail or proxy. The Governing Board shall establish an annual date for the election of members of the Governing Board. The election of a Fiscal Officer as a member of the Governing Board shall not become effective unless and until (i) such Fiscal Officer accepts such election in writing, (ii) such Fiscal Officer agrees in writing to be bound to the terms of this Agreement, and (iii) the Participant which the Fiscal Officer represents who is so elected has delivered to the Governing Board a certificate in acceptable form to the effect that such Person is the Fiscal Officer of such Participant or other qualified officer or employee of such Participant. Members of the Governing Board shall serve without compensation but shall be entitled to reimbursement paid from Portfolio Assets for their necessary and reasonable expenses for serving on the Governing Board. Each member of the Governing Board shall have an appropriate bond or undertaking in an amount to be determined by the Governing Board, the expense of which shall be paid from Portfolio Assets. Notwithstanding any provision of this Agreement to the contrary, no member of the Governing Board shall have an interest in a contract entered into by the Governing Board prohibited by Section 801 of the GML, and except as provided in Section 802 of the GML, an officer or employee of a Participant shall not have a prohibited interest (as that word is defined Section 800 of the GML) in any contract entered by the Governing Board.a