Officers and Staff Sample Clauses

Officers and Staff. The Facilities Committee shall annually elect a chair and a vice-chair to serve for the ensuing year. The chair of the Facilities Committee is responsible for managing Facilities Committee meetings, and in the absence of the Facilities Committee chair, the vice-chair shall assume the duties of the chair. Unless otherwise determined by vote of the Facilities Committee, the vice-chair of the Facilities Committee will automatically become the chair of the Facilities Committee following conclusion of the existing chair’s annual term. The General Manager, or his or her designee, shall act as staff to the Facilities Committee. The General Manager shall designate a NCPA staff person to act as secretary of the Facilities Committee.
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Officers and Staff. The Administrator shall provide personnel to act as officers of the Fund and to act as the Fund's Chief Legal Officer and Chief Compliance Officer, to do such things as are permitted in the Fund's Articles of Incorporation and By-laws, as each is amended to the date hereof, or as required by law.
Sample 1
Officers and Staff. The officers and staff of the Authority are the Chair, Vice- Chair, Secretary, Treasurer and Executive Director.
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Officers and Staff. 7.1 Pursuant to the Company Law, the Board of Directors shall appoint the President who is nominated by PassTime and employed by Astrata who shall have responsibility for the day-to-day management of the Company in accordance with the powers and authority granted by the Company Law and as the Board of Directors may from time to time resolve. 7.2 The President shall be responsible for the recruitment and management of the staff of the Company. 7.3 The Shareholders shall, where practical (and if requested by the Board), lend personnel to the Company on a full or part time basis upon mutually acceptable terms and conditions as provided at Section 7.4. The President may remove any employee loaned to the Company if the President, with the Board’s advice and counsel, deems such person not suitable for the required task. All compensation, expenses and benefits to which a loaned person is entitled and all necessary employer’s pension and social security or equivalent contributions shall, except where otherwise agreed by the Shareholders, be borne by the Company. 7.4 PassTime and Astrata acknowledge and agree that the President and other employees that are loaned by PassTime or Astrata to the Company are permitted to report to PassTime and Astrata regarding the operations of the Company. PassTime and Astrata acknowledge and agree that each will not object to any such direct reporting based on duties of loyalty or fiduciary duties to the Company or the Shareholders, or any other grounds. 7.5 The President shall cause separate books of accounts and records relating to the Business to be kept in accordance with generally accepted accounting principles of the United States (US-GAAP), and cause to be rendered to the Board of Directors: 7.5.1 Quarterly reports and accounts relating to the Business as soon as reasonably practicable after the conclusion of the quarterly period to which they relate; 7.5.2 As soon as reasonably practicable before the last day of each Fiscal Year of the Company estimates of capital and revenue expenditure and of the income of the Company for the next Fiscal Year; 7.5.3 As soon as reasonably practicable following the end of each Fiscal Year a draft statement of accounts in respect of the Business for such Fiscal Year; and 7.5.4 Other reports as the Board of Directors may from time to time reasonably require.
Sample 1

Related to Officers and Staff

  • Officers and Employees (a) The day-to-day operational management of the Company may be exercised by such officers of the Company as may be appointed from time to time in accordance with this Section 4.3 (the “Officers”). The Managers may appoint such Officers as they may determine from time to time. The Officers, subject to the direction and control of the Managers, shall do all things and take all actions necessary to run the business of the Company. Each Officer shall have the powers and duties as may be prescribed to him or her by the Managers and, to the extent not so prescribed, as generally pertain to their respective offices. Each Officer shall hold office at the pleasure of the Managers. Each Officer shall serve until the earlier of his or her death, resignation or removal, and any Officer may be removed at any time, with or without cause, by the Managers. Any vacancy in any office shall also be filled by the Managers. Any Officer may resign at any time by delivering his or her written resignation to the Managers. (b) The Company may employ such employees as the Officers of the Company deem reasonably necessary to effectuate the purpose of the Company as set forth in Section 1.3.

  • Officers The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Officers and Trustees No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Officers and Agents The Manager may authorize one or more officers and agents to enter into any contract or to otherwise act on behalf of the Company to the extent that the Manager could take such action. Such authority may be general or be defined to specific instances. Unless authorized to do so by this Agreement or by the Manager, no employee, officer, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Officers of the Company (a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term. (b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager. (c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager. (d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years. (e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

  • Other Officers and Agents The Board may appoint such other Officers and agents as may from time to time appear to be necessary or advisable in the conduct of the affairs of the Company, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Directors and Officers of Surviving Corporation The directors and officers of Merger Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified.

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