Number, Qualification and Term of Office. The number of managers shall be no less than one but no more than eight, which number shall be fixed by the members or the Board of Managers of the Company. The managers shall be elected at the annual meeting of the members and each manager shall serve until his successor shall have been elected and shall qualify. Managers need not be members.
Number, Qualification and Term of Office. (i) The number of directors which shall constitute the whole Board of Directors shall be no fewer than two and no more than five. The number of directors which shall constitute the whole Board of Directors shall be determined, within such range, from time to time by resolution adopted by a majority of the Board of Directors then in office.
Number, Qualification and Term of Office. The business of the Company shall be managed under the direction of its Board of Directors (the “Board of Directors”). The number of directors which shall constitute the whole Board of Directors shall not be less than one (1) nor more than nine (9), the exact number within such limits to be determined by a majority vote of the directors then in office or by the Member of the Company. Any officer of the Company or of any subsidiary or affiliate who may be elected as a director of the Company shall automatically cease to be a director of the Company upon his/her retirement or termination of his/her employment for any reason as an employee of the Company or such subsidiary or affiliate.
Number, Qualification and Term of Office. The number of directors shall be such as the Board of Directors may by resolution direct from time to time. Each director shall hold office for the term for which he is appointed or elected and until his successor shall have been elected and shall be qualified, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. The Chairman, if one be elected, shall be chosen from among the directors. The first Board of Directors shall consist of one (1) director until changed as herein provided.
Number, Qualification and Term of Office. Newcornco shall be entitled to appoint two members of the Board of Governors and TSG shall be entitled to appoint two members of the Board of Governors. Members of the Board of Governors need not be Members. Each of the members of the Board of Governors shall hold office until such member's successor shall have been appointed, or until the earlier death, resignation, removal or disqualification or such member.
Number, Qualification and Term of Office. The Board of Directors shall consist of one or more members. The initial Board of Directors shall consist of the directors named in the Certificate of Incorporation. Thereafter, within the limits above specified, the number of directors which shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at any annual or special meeting or otherwise pursuant to action of the stockholders. Directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Sections 4 and 5 of this Article III, and each director elected shall hold office until the annual meeting next after his election and until his successor is duly elected and qualified, or until his death or retirement or until he resigns or is removed in the manner hereinafter provided. All elections of directors shall be by written ballot, unless otherwise provided in the Certificate of Incorporation; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.
Number, Qualification and Term of Office. The Company shall be managed by a six-person Board of Managers, and each Member shall have the right to appoint three (3) Managers to the Board. In addition, each Member shall have the right to appoint one alternate Manager to the Board. The alternate Manager shall be entitled to attend Board meetings from time to time at the discretion of the Member appointing the alternate, provided that the alternate shall not be entitled to speak or to be heard at any Board meeting expect upon approval of the Board. In the absence of a Manager at a duly held meeting of the board, the alternate Manager may substitute and vote as a full voting Manager of the appointing Member. An appointed Manager (and the alternate Manager) shall serve indefinitely at the pleasure of the Member appointing him or her until a successor is appointed, or until the earlier death, resignation or removal of the appointed Manager. An appointed Manager may be removed for any reason by the Member appointing him or her, upon written notice to an officer of the Board, which notice may designate and appoint a successor Manager to fill the vacancy, and which notice may be given at a meeting of the Board attended by the person appointed to fill the vacancy. Notwithstanding the foregoing, if at any time a Member holds less than 40% of the Units then held by all Members, then the size of the Board of Managers shall be decreased by one, and the Member that holds less than 40% shall be entitled to appoint two (2) Managers to the Board (with the Member or Members holding 60% or more of the Units entitled to appoint three Managers). If at any time a Member holds less than 20% of the Units then held by all Members, then the size of the Board shall remain at five, and such Member shall be entitled to appoint one (1) Manager to the Board (with the remaining four Managers appointed by the Member or Members holding 80% or more of the Units). The appointment rights of Members will re-adjust if the ownership of the Members returns to 50%-50% (in the case of the first adjustment) or 60%-40% in the case of the second adjustment).
Number, Qualification and Term of Office. The number of directors which shall constitute the whole Board of Directors shall be no fewer than three. The number of directors which shall constitute the whole Board of Directors shall be determined, subject to the preceding sentence, from time to time by resolution adopted by a majority of the Board of Directors then in office. The term of each director shall be from the effective date of such director’s election for a one-year period until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. At all times, at least two seats on the whole Board of Directors shall be reserved for Independent Directors.
Number, Qualification and Term of Office. The authorized number of directors of the Corporation shall be fixed from time to time by the Board of Directors, but shall not be less than three (3). The exact number of directors shall be determined from time to time, either by a resolution or By-law provision duly adopted by the Board of Directors. Except as otherwise required by law, the Certificate of Incorporation or these By-laws, each of the directors of the Corporation shall be elected at the annual meeting of the stockholders and each director so elected shall hold office until such director's successor is elected or until such director's death, resignation or removal. Directors need not be stockholders.
Number, Qualification and Term of Office. The number of directors which shall constitute the whole Board of Directors of the reorganized Company shall initially be nine (9). [The initial Board of Directors of the reorganized Company shall consist of the following individuals: [ ].] The number of directors which shall constitute the whole Board of Directors shall be determined from time to time by resolution of the Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be made by the decision of the affirmative vote of a majority of the entire Board of Directors. The term of the initial Class I directors shall terminate on the date of the [2003] annual meeting; the term of the initial Class II directors shall terminate on the date of the [2004] annual meeting; and the term of the initial Class III directors shall terminate on the date of the [2005] annual meeting. At each succeeding annual meeting of stockholders beginning in [2003], successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. Directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Sections 5 and 6 of this Article III, and each director elected shall hold office until the third succeeding meeting next after his election and until his successor is duly elected and qualified, or until his death or retirement or until he resigns or is removed in the manner hereinafter provided. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at any annual or special meeting of stockholders. Such election shall be by written ballot.
