Number of Directors; Appointment and Term of Office Sample Clauses

Number of Directors; Appointment and Term of Office. ‌ The Initial Board of Directors shall be appointed by the incorporator and shall consist of the representative(s) of the Sponsor Members who have executed Sponsor Member Membership Agreements and who meet the qualifications described herein. The number of directors shall be the same as the number of Sponsor Members. Each Sponsor Member shall have the right to designate one (1) director (i.e. one (1) Designated Director and one (1) Alternate Director to serve in the capacity of Designated Director as herein described) on the Board in accordance with this Section 2.2. No Sponsor Member may have more than one (1) seat on the Board. Each Sponsor Member shall designate one (1) Designated Director (as defined above) to serve on the Board. Each Designated Director must be an employee, officer, director, or consultant of the respective Sponsor Member, must be at least eighteen (18) years of age, and must not have any prior felony convictions. Each Sponsor Member shall have the option to remove its Designated Director and replace such Designated Director at any time and from time to time, with or without cause, by notice to the Chair, the President or Secretary of the Corporation. No other entity or entities shall have any right to remove a Sponsor Member’s Designated Director. In the event of the removal of a Designated Director by the Board pursuant to this Section 2.2 of these Amended and Restated Bylaws (the “Bylaws”), the respective Sponsor Member shall designate a different Designated Director. Each Sponsor Member may designate one (1) Alternate Director (as defined above) to serve in the capacity of Designated Director in the event of the death, resignation, removal, or absence of the Designated Director. Each Alternate Director must be qualified to serve as a director for the respective Sponsor Member pursuant to this Section 2.2. When serving in the capacity of director due to the unavailability of the current Designated Director, the Alternate. Director shall be deemed to be the Designated Director for such Sponsor Member without further notice and shall have all the rights, privileges and responsibilities of director established under these Bylaws and under the DGCL. Alternate Directors shall be entitled to attend all regular and special meetings of the Board but shall only be deemed a director and accorded voting rights during the unavailability of such Sponsor Member’s standing Designated Director. Sponsor Members shall designate, and may change, thei...
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Number of Directors; Appointment and Term of Office. This Corporation shall have five (5) voting Directors. As of the date these Bylaws take effect, the Directors shall be those persons whose names are listed in Exhibit C attached to these Bylaws, and each shall serve until the later of the date set forth next to his or her name in Exhibit C, or the date his or her successor is appointed. Thereafter, in accordance with the Governance Matrix and this Section 2, the Board of Directors shall identify persons acceptable to the Board for appointment as Directors and recommend them to the Parent Corporation for approval. Four (4) of the Directors (the “Parent Corporation Directors”) shall each be a member of System management, but no Parent Corporation Director may also be a board member of the District. The District shall nominate one of its incumbent board members for the Corporation to recommend to the Parent Corporation for approval as the fifth Director (the “District Director”); such approval by the Parent Corporation shall not be unreasonably withheld. All Directors shall serve terms of three (3) years, up to a maximum of three (3) consecutive three- year terms following the date these Bylaws take effect; provided, however, that, at the election of the Corporation or the Parent Corporation, any three-year term may be reduced to allow for staggering of terms or to permit a Director to serve the maximum number of consecutive years under these Bylaws. No Director may serve more than a maximum of ten (10) consecutive years on the Board; provided that he or she will again be eligible for appointment after a one-year hiatus following such a ten-year period.
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Related to Number of Directors; Appointment and Term of Office

  • Appointment and Term of Office The Officers shall be appointed by the Board at such time and for such terms as the Board shall determine. Any Officer may be removed, with or without cause, only by the Board. Vacancies in any office may be filled only by the Board.

  • Election and Term of Office The officers of the Company shall be elected from time to time by the Board. Each officer shall hold office until such person’s successor shall have been duly elected and qualified or until such person’s death or until he or she shall resign or be removed pursuant to Section 6.8.

  • Number and Term of Office The authorized number of directors of the corporation shall be fixed in accordance with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Term of Office Each officer shall hold office until his or her successor shall have been duly elected, until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided.

  • Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows: 4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party. 4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.

  • Term of Office of Trustees The Board of Trustees shall be divided into three classes. Within the limits above specified, the number of the Trustees in each class and the class which each Trustee is assigned shall be determined by resolution of the Board of Trustees. The term of office of the first class shall expire on the date of the first annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement. The term of office of the second class shall expire on the date of the second annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement. The term of office of the third class shall expire on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following the effective date of the Registration Statement. Upon expiration of the term of office of each class as set forth above, the number of Trustees in such class, as determined by the Board of Trustees, shall be elected for a term expiring on the date of the third annual meeting of Shareholders or special meeting in lieu thereof following such expiration to succeed the Trustees whose terms of office expire. The Trustees shall be elected at an annual meeting of the Shareholders or special meeting in lieu thereof called for that purpose, except as provided in Section 2.3 of this Article and each Trustee elected shall hold office until his successor shall have been elected and shall have qualified; except (a) that any Trustee may resign his trust (without need for prior or subsequent accounting) by an instrument in writing signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (b) that any Trustee may be removed (provided the aggregate number of Trustees after such removal shall not be less than the number required by Section 2.2 hereof) for cause, at any time by written instrument, signed by the remaining Trustees, specifying the date when such removal shall become effective; and (c) that any Trustee who requests in writing to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees, and he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Fund or the remaining Trustees any Fund property held in the name of the resigning or removed Trustee. Upon the incapacity or death of any Trustee, his legal representative shall execute and deliver on his behalf such document as the remaining Trustees shall require as provided in the preceding sentence.

  • Appointment of Officers The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.

  • Appointment of Director The Company, subject to the requisite prior-approval of the Board of Directors, hereby: (a) appoints the Director to perform the Services for the benefit of the Company as hereinafter set forth; (b) appoints the Director to the Board of Directors of the Company; and (c) authorizes the Director to exercise such powers as provided under this Agreement. The Director accepts such appointment on the terms and conditions herein set forth.

  • Appointment to Fill Vacancy in Office of Trustee The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so that there shall at all times be a Trustee hereunder.

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