POWERS AND DUTIES OF DIRECTORS Sample Clauses

POWERS AND DUTIES OF DIRECTORS. Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

POWERS AND DUTIES OF DIRECTORS. Subject to the Act and the provisions hereof, the directors shall manage or supervise the Corporation’s Business in accordance with this Agreement, the Project Agreement and the Master Limited Partnership Agreement. The powers and duties of the directors shall be exercised by the directors themselves, and not by a committee of directors and/or a managing director.

POWERS AND DUTIES OF DIRECTORS. 15.1 The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may pay all expenses incurred in promoting, registering and setting up the Company, and may exercise all such powers of the Company as are not inconsistent, from time to time by the Act, or by these Articles, or as may be prescribed by the Company in general meeting provided that no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made, and provided further that, for the avoidance of doubt and without limiting the generality of the foregoing, the Directors shall undertake none of those acts described in Article 12.34 or in Article 7 of the Memorandum without the prior approval therein required. 15.2 Each Director shall exercise his powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes the Memorandum, the Articles or the Act. Each director, in exercising his powers or performing his duties, shall act honestly and in good faith in what the director believes to be the best interests of the Company. 15.3 The Directors may from time to time and at any time by powers of attorney appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the Directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him. 15.4 All checks, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time by resolution determine. 15.5 If the Company is the wholly owned subsidiary of a holding company, a director of the Company may, when exercising powers or performing duties as a director, act in a manner which he believes is in the best interests of the holding company even...

POWERS AND DUTIES OF DIRECTORS. The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may pay all expenses incurred in promoting, registering and setting up the Company, and may exercise all such powers of the Company as are not, from time to time by the Statute, or by these Articles, or such regulations, being not inconsistent with the aforesaid, as may be prescribed by the Company in general meeting required to be exercised by the Company in general meeting or otherwise exercised in accordance with these Articles; provided, however, that no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

POWERS AND DUTIES OF DIRECTORS. The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may pay all expenses incurred in promoting, registering and setting up the Company, and may exercise all such powers of the Company as are not inconsistent, from time to time by the Statute, or by these Articles (including but not limited to Article 6A), or as may be prescribed by the Company in general meeting; provided, that no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made, and, provided further, that, for the avoidance of doubt and without limiting the generality of the foregoing, the Directors shall undertake none of those acts described in Article 6A(iii)(6) without the prior approval therein required.

POWERS AND DUTIES OF DIRECTORS. Powers of Management 27 16.2 Appointment of Attorney of Company 27

POWERS AND DUTIES OF DIRECTORS. 11.1 Directors to manage Company The Directors are responsible for overseeing the proper management of the business of the Company and they may exercise all the powers of the Company as are not by the Act or by this constitution required to be exercised by the Company in general meeting.

POWERS AND DUTIES OF DIRECTORS. Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of the Corporation. Every director of the Corporation in exercising his or her powers and discharging his or her duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every director of the Corporation shall comply with the Act, the articles, the by-laws and any unanimous shareholder agreement.

POWERS AND DUTIES OF DIRECTORS. All matters or questions requiring action or decision at a meeting of the Directors shall be determined by a majority of the votes cast at such meeting, except that the following actions require the unanimous approval of the votes cast at a meeting of the Directors and such other approval as required by law: (a) any capital expenditure by the Corporation; (b) any creation of, amendment, alteration or variance to any profit sharing, stock option or purchase, pension, insurance or other employee benefit plan; (c) any mortgage, charge, grant of security interest in or encumbrance by the Corporation of any of the assets of the Corporation, except for purchase money security interests incurred in the ordinary course of business; (d) any sale, lease, exchange or other disposition of any assets of the Corporation; (e) any borrowing of funds or incurring of indebtedness, obligation or liability by the Corporation; (f) any acquisition of securities, property or assets of any other entity; (g) any financial assistance by the Corporation, by means of loan, guarantee or otherwise, to any Shareholder, Director or employee of the Corporation or to any person or entity related (within the meaning of the Income Tax Act (Canada)) to such Shareholder, Director or employee; (h) any issuance by the Corporation of any additional Shares or other securities; and (i) the hiring, termination or amendment to the compensation packages of any employees of the Corporation.

POWERS AND DUTIES OF DIRECTORS. Subject to any limitations and other provisions in the Memorandum, the business of the Company shall be managed by the Board, and all power of the Company shall be exercised by or under the direction of the Board.