Observers at Board Meetings Sample Clauses

Observers at Board Meetings. Each of CIP and Ontario shall have the right to designate in writing an individual (the "Observer") to attend, but not be entitled to vote, at all meetings of the Board of Directors. The Observer shall be entitled to receive all notices and information made available to members of the Board of Directors and, to the fullest extent permitted by law, shall be subject to the same confidentiality obligations as the directors of the Company. As a condition to the Observer being entitled to attend or receive information, the Observer shall be required to execute such documents as the Company may reasonably request to evidence the Observer's acknowledgment and agreement with obligations under this Section 6.3. The Observer shall be entitled to be reimbursed by the Company for his or her reasonable out-of-pocket expenses incurred in connection with his or her attendance at a meeting of the Board of Directors to the same extent that (but only to the extent that) the Company reimburses its outside directors for their reasonable out-of-pocket expenses in connection with their attendance at meetings of the Board of Directors.
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Observers at Board Meetings. (a) Concessionaire shall be entitled to nominate (and remove) by notice in writing to the Company (copied to the Directors) from time to time a person as an observer (the Observer) to meetings of the Concessionaire Board and of the SPV Board. This entitlement to nominate an Observer is a right of Concessionaire irrespective of whether or not it holds Shares in the SPV. (b) Ghana Shippers Authority shall appoint a Director Observer who shall be entitled to attend meetings of the Board of Directors. Where the Observer Director appointed by the Ghana Shippers Authority is absent from the meeting of the Board of Directors, the Ghana Shippers Authority by notice in writing to the Company (addressed to the Chairman or Company Secretary) nominate an observer to attend the meeting of the Board of Directors. (c) An Observer shall enter into a confidentiality undertaking in favour of the parties in the Agreed Form. (d) The Observer shall have no right to vote at Board meetings, but shall have the right to speak and contribute at a Board meeting unless the Board by majority vote decides otherwise from time to time. The Observer shall be entitled to notice of Board meetings as if he/she were a Director. (e) The Board by special resolution may exclude the Observer (except an Observer nominated by the Ghana Shippers Authority) from all or part of any Board meeting or from having sight of Board papers or other information if the Board considers it reasonable to do so in all the circumstances (and in the event of any disagreement over exclusion then the exclusion shall be decided by a majority vote). (f) Notwithstanding the provisions in sub-clause (d) and sub-clause (e), the Observer shall not be entitled to attend all or any part of a Board Meeting or to receive Board papers which relate to any dispute or matter where proceedings have been issued against the SPV such that the step-aside provisions in sub-clause 6.5(d) apply.
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Observers at Board Meetings. Each of (i) RRE Ventures IV, L.P., (ii) Core Capital Partners II-S, L.P., and Core Capital Partners Fund II, L.P. together (collectively, “Core Capital”), and (iii) Xxxxxx shall be entitled to designate at any time and from time to time by written notice to the Company an observer who shall be permitted (but not required) to attend and participate in meetings of the Board and any meetings of any committees thereof and shall be entitled to receive all notices, reports and other material sent to the members of the Board (including committee members); provided, however, that the Company reserves the right to exclude such observers from access to any material or meeting or portion thereof (a) to the extent that such observer has not entered into a nondisclosure agreement provided by the Company and (b) if, based on advice of outside counsel, the Company determines that such exclusion is reasonably necessary to preserve the attorney-client privilege. For purposes of attending any meeting of the Board, neither such observer shall be permitted to vote on any matter nor to participate in any action of the Board; and provided further, that the observer designated by Core shall initially be Xxxx XxxXxxxx, and to the extent that Core Capital desires to designate anyone other than Xx. XxxXxxxx as their observer, such other individual must be approved by a majority of the Preferred Directors.
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Observers at Board Meetings. ‌ Each Securityholder by notice in writing to the Company, may appoint an observer to attend and speak, but not vote, at meetings of the Directors.
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Observers at Board Meetings. If any Shareholder has not exercised its right to appoint under clause 5.2 at least 1 director who is in office the Shareholder may, by notice in writing to the Company, appoint an observer to attend and speak, but not vote, at meetings of the directors.
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Observers at Board Meetings. Each of the Kenner Group, the ML Group and the UBS Group shall, for so long as it has the right to designate a Representative, be entitled to designate an observer who shall be permitted (but not required) to attend and participate in meetings of the Board and the board of directors (or comparable governing body) of each other Atrium Group Company and any meetings of any committees (including audit committees) of any thereof and shall be entitled to receive all notices, reports and other material sent to the Representatives (including committee members) of the Company or the members of the board of directors (or comparable governing body) of each other Atrium Group Company. Except to the extent such observer is designated as a replacement for a Representative in accordance with Section 5.2, for purposes of attending any meeting of the Board, such observer shall not be permitted to vote on any matter and shall not participate in any action of the Board or the board of directors (or comparable governing body) of such other Atrium Group Company or any such committees. The Company shall reimburse any observer of the Kenner Group, the ML Group and the UBS Group for all reasonable out-of-pocket expenses incurred by such observer in connection with attendance at meetings of the Board or the board of directors (or comparable governing body) of any other Atrium Group Company.
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Observers at Board Meetings. Each of the Kenner Group, the ML Group and the UBS Group shall, for so long as it has the right to designate a director to the Board, be entitled to designate a single observer who shall be permitted (but not required) to attend and participate in meetings of the Board and each other Subsidiary Board and any meetings of any committees (including audit committees) of any thereof and shall be entitled to receive all notices, reports and other material sent to the Board members (including committee members) of the Corporation or a Subsidiary Board. For purposes of attending any meeting of the Board, such observer shall not be permitted to vote on any matter and shall not participate in any action of the Board or the applicable Subsidiary Board or any such committees. The Corporation shall reimburse any observer of the Kenner Group, the ML Group and the UBS Group for all reasonable out-of-pocket expenses incurred by such observer in connection with attendance at meetings of the Board or any Subsidiary Board.
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Observers at Board Meetings. Each of (i) the Wellington Investor, (ii) RRE Ventures IV, L.P. and (iii) Xxxxxx shall be entitled to designate at any time and from time to time by written notice to the Company an observer who shall be permitted (but not required) to attend and participate in meetings of the Board and any meetings of any committees thereof and shall be provided all notices, reports and other material sent to the members of the Board (including committee members) at the same time and in the same form as provided to such members; provided, however, that the Company reserves the right to exclude such observers from access to any material or meeting or portion thereof (a) to the extent that such observer has not entered into a nondisclosure agreement provided by the Company and (b) if, based on advice of outside counsel, the Company determines that such exclusion is reasonably necessary to preserve the attorney-client privilege. For purposes of clause (a) of the preceding sentence, the parties agree and acknowledge that an observer designated by the Wellington Investor shall not be obligated to enter into a nondisclosure agreement with the Company so long as the Wellington Investor or Wellington is subject to nondisclosure obligations with the Company that restrict disclosure by its agents. For purposes of attending any meeting of the Board, neither such observer shall be permitted to vote on any matter nor to participate in any action of the Board.
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Related to Observers at Board Meetings

  • Board Meetings The Superintendent shall attend, and shall be permitted to attend, all meetings of the Board, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on the Superintendent's Contract, or the Superintendent's evaluation, or for purposes of resolving conflicts between individual Board members, or when the Board is acting in its capacity as a tribunal. In the event of illness or Board-approved absence, the Superintendent's designee shall attend such meetings.

  • Recording Board Meetings Any person may record or broadcast an open Board meeting. Special requests to facilitate recording or broadcasting an open Board meeting, such as seating, writing surfaces, lighting, and access to electrical power, should be directed to the Superintendent at least 24 hours before the meeting. Recording meetings shall not distract or disturb Board members, other meeting participants, or members of the public. The Board President may designate a location for recording equipment, may restrict the movements of individuals who are using recording equipment, or may take such other steps as are deemed necessary to preserve decorum and facilitate the meeting. LEGAL REF.: 5 ILCS 120/2a, 120/2.02, 120/2.05, 120/2.06, and 120/7. 105 ILCS 5/10-6, 5/10-7, 5/10-12, and 5/10-16. CROSS REF.: 2:80 (Board Member Oath and Conduct), 2:150 (Committees), 2:200 (Types of School Board Meetings), 2:210 (Organizational Board of Education Meeting), 2:230 (Public Participation at Board of Education Meetings and Petitions to the Board) Adopted: August 4, 2020 The following procedures govern the verbatim audio recordings and minutes of Board of Education meetings that are closed to the public. Before any Board meeting: Arranges to have an audio recording device with extra recording tapes and a back-up audio recording device in the Board meeting room during every Board meeting regardless of whether a closed meeting is scheduled. Superintendent or designee The Board may close a portion of a public meeting without prior notice; it cannot, however, have a closed meeting unless it can record the session. Before a closed meeting: Board President or presiding officer On the closed meeting date: (1) convenes an open meeting, (2) requests a motion to adjourn into closed meeting making sure the reason for the meeting is identified in the motion, (3) takes a roll call vote, (4) asks that the minutes record the vote of each member present and the reason for the closed meeting with a citation to the specific exception contained in the Open Meetings Act (OMA) authorizing the closed meeting (5 ILCS 120/2a), and (5) adjourns the open meeting. Before a closed Immediately before a closed meeting, tests and activates the audio meeting: recording device. Superintendent or

  • Notice of Board Meetings Notice of Board meetings shall be given by the Chair or the Chair’s designee to each other Board Member by overnight courier service, email or other electronic transmission, or personal delivery. Notices shall be deemed to have been given: if given by courier service, when deposited with a courier service for overnight delivery with charges therefor prepaid or duly provided for; if given email or other electronic transmission, at the time of sending; and if given by personal delivery, at the time of delivery. Notices given by personal delivery may be in writing or oral. Written notices shall be sent to a Board Member at the postal address, email address or address for other electronic transmission, designated by him or her for that purpose or, if none has been so designated, at his or her last known residence or business address, email address or address for other electronic transmission. Except to the extent required by applicable law, no notice of any meeting of the Board need state the purposes of the meeting.

  • Attendance at Meetings Any employee required to attend Occupational Health and Safety Committee and/or Board of Management meetings in the capacity of employee representative shall, if such meetings are held outside the ordinary hours of work, be entitled to receive ordinary pay per hour for the actual time spent in attendance at such meetings. In lieu of receiving payment, employees may, with the agreement of the employer, be permitted to be free from duty for a period of time equivalent to the period spent in attendance at such meetings. Such time spent shall not be viewed as overtime for the purposes of this Agreement.

  • GENERAL MEETINGS The Academy Trust shall hold an Annual General Meeting each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Academy Trust and that of the next. Provided that so long as the Academy Trust holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Governors shall appoint. All meetings other than Annual General Meetings shall be called General Meetings.

  • Meetings Meetings of the Trustees shall be held from time to time upon the call of the Chairman, if any, or the President or any two Trustees. Regular meetings of the Trustees may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Trustees. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Trustees orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Trustee either before or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Trustee, a quorum for all meetings of the Trustees shall be one-third, but not less than two, of the Trustees. Unless provided otherwise in this Declaration and except as required under the 1940 Act, any action of the Trustees may be taken at a meeting by vote of a majority of the Trustees present (a quorum being present) or without a meeting by written consent of a majority of the Trustees. Any committee of the Trustees, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee may be taken at a meeting by vote of a majority of the members present (a quorum being present) or without a meeting by written consent of all of the members. With respect to actions of the Trustees and any committee of the Trustees, Trustees who are Interested Persons in any action to be taken may be counted for quorum purposes under this Section and shall be entitled to vote to the extent not prohibited by the 1940 Act. All or any one or more Trustees may participate in a meeting of the Trustees or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting.

  • Management meetings 31.1 Either the Engineer or the Contractor may require the other to attend a management meeting. The business of a management meeting shall be to review the plans for remaining work and to deal with matters raised in accordance with the early warning procedure. 31.2 The Engineer shall record the business of management meetings and is to provide copies of his record to those attending the meeting and to the Employer. The responsibility of the parties for actions to be taken is to be decided by the Engineer either at the management meeting or after the management meeting and stated in writing to all who attended the meeting.

  • ATTENDANCE AT MANDATORY MEETINGS/SCHOOL EVENTS Where an employee is required through clear direction by the board to attend work outside of regular working hours, the provisions of the local collective agreement regarding hours of work and compensation, including any relevant overtime/lieu time provisions, shall apply. Required attendance outside of regular working hours may include, but is not limited to school staff meetings, parent/teacher interviews, curriculum nights, Individual Education Plan and Identification Placement Review Committee meetings, and consultations with board professional staff.

  • Open Meetings (a) All scheduled meetings of the Employer shall be open meetings, except in those cases where personnel, financial or other matters require that the meeting be considered confidential. (b) In those cases where a meeting is designated confidential, the Union shall be provided with a reason for such designation. (c) A designated member of the Union shall be provided a copy of the agenda and minutes of all open meetings. (d) Notwithstanding 18.04(b), any faculty member may request that an Union representative attend as an observer at meetings where the faculty member reasonably believes their working conditions under Article 12 will be affected. Management will be notified by the Union in advance of the meeting regarding their attendance at the meeting.

  • Professional Meetings Employees should be encouraged to and may, with the approval of the supervisor, attend professional meetings, conferences, and activities. Subject to the availability of funds, the employee's expenses in connection with such meetings, conferences, or activities shall be reimbursed in accordance with the applicable provisions of State law and university rules.

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