POWERS AND DUTIES OF THE BOARD. Except as otherwise explicitly provided herein and subject to Section 10(b), the Board shall have the power on behalf and in the name of the Company to implement any and all of the objectives of the Company and to exercise any and all rights and powers the Company may possess. Without limiting the foregoing general powers and duties and except as may be expressly provided otherwise by the Member by prior written notice to the Board from time to time, the Board is hereby authorized and empowered on behalf and in the name of the Company to:
(i) direct the formulation of investment policies and strategies for the Company and select and approve the investment of Company funds;
(ii) administer, negotiate, enforce and/or oversee employee compensation, employee benefit plans and arrangements and collective bargaining agreements and negotiations;
(iii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, mutual fund and other accounts;
(iv) engage and terminate consultants, attorneys, accountants and such other agents, employees and representatives for itself and for the Company as it may deem necessary or advisable, and authorize any such agent, employee or representative to act for or on behalf of the Company;
(v) negotiate and enter into contracts or agreements with vendors, customers, partners and suppliers;
(vi) subject to its ultimate responsibility for the management of the Company, delegate any of its duties hereunder to any other person, entity or committee, and in furtherance of any such delegation, to appoint, employ, or contract with any person or entity it may in its sole discretion deem necessary or desirable for the transaction of the business of the Company, which person or entity may administer the day-to-day operations of the Company;
(vii) institute, prosecute, settle, compromise or defend any claim, proceeding, trial, hearing, or other civil or criminal activity instituted by, on behalf of or against the Company;
(viii) make any tax election or decision to be made by the Company under the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder; and
(ix) make and perform such other agreements and undertakings as may be necessary or advisable to the carrying out of any of the foregoing powers, objects or purposes.
POWERS AND DUTIES OF THE BOARD. Section 1. The powers and duties of the board shall include the powers set forth in this article.
Section 2. It shall take such action as it deems necessary and appropriate to accomplish the general purposes of the organization including the establishment of data processing and information systems, engaging in the development and implementation of the necessary programs therefor, acquiring any necessary site, purchasing any necessary supplies, equipment and machinery, employing any necessary personnel and operating and maintaining any systems for the handling of data processing and management information for the members and for others. Any of the foregoing activities, or any other activities authorized by this agreement, may be accomplished by entering into contracts, leases or other agreements with others, whenever the board shall deem this to be advisable.
Section 3. The board shall have full control and management of the affairs of LOGIS including the power to make contracts as it deems necessary to make effective any power to be exercised by LOGIS pursuant to this agreement; to provide for the prosecution and defense or other participation in actions or proceedings at law in which it may have an interest; to employ such persons as it deems necessary to accomplish its duties and powers on a full-time, part-time or consulting basis; to conduct such research and investigation as it deems necessary on any matter related to or affecting the general purposes of the organization; to acquire, hold and dispose of property both real and personal as the board deems necessary; and to contract for space, materials, supplies and personnel either with a member or with a number of members or elsewhere.
Section 4. It may establish and collect membership dues.
Section 5. It may establish and collect charges for its services to members and to others.
Section 6. It may accept gifts, apply for and use grants or loans of money or other property from the state, or any other governmental units or organizations and may enter into agreements required in connection therewith and may hold, use and dispose of such moneys or property in accordance with the terms of the gift, grant, loan or agreement relating thereto.
Section 7. It shall cause an annual independent audit of the books to be made and shall make an annual financial accounting and report in writing to the members. Its books and records shall be available for and open to examination by its members at all reasonable times...
POWERS AND DUTIES OF THE BOARD. Subject to the provisions of the Companies Act and these Bye-Laws, the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company. No alteration of these Bye-Laws and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Bye-Law 107 shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board. 108. The Board may exercise all the powers of the Company except those powers that are required by the Companies Act or these Bye-Laws to be exercised by the Shareholders.
POWERS AND DUTIES OF THE BOARD of Education; Indemnification
1. Organizing the Board after each consolidated election by electing officers and establishing its regular meeting schedule and, thereafter, taking action during lawfully called meetings to faithfully fulfill the Board's responsibilities in accordance with State and federal law.
2. Formulating, adopting, and modifying Board policies, at its sole discretion, subject only to mandatory collective bargaining agreements and State and federal law.
3. Employing a Superintendent and other personnel, making employment decisions, dismissing personnel, including determining whether an employee has willfully or negligently failed to report an instance of suspected child abuse or neglect as required by 325 ILCS 5/, and establishing an equal employment opportunity policy that prohibits unlawful discrimination.
4. Directing, through policy, the Superintendent, in his or her charge of the District's administration.
5. Approving the annual budget, tax levies, major expenditures, payment of obligations, annual audit, and other aspects of the District's financial operation; and making available a statement of financial affairs as provided in State law.
6. Entering contracts using the public bidding procedure when required.
7. Providing, constructing, controlling, and maintaining adequate physical facilities; making school buildings available for use as civil defense shelters; and establishing a resource conservation policy.
POWERS AND DUTIES OF THE BOARD. Subdivision 1. The board, acting by its duly appointed watershed management board, shall, as it relates to flood control, water conservation and supply and construction of related initiatives and programs, facilities on the Red River of the North and its tributaries, have the powers and duties set forth in this article.
Subdivision 2. It may employ such persons on a full time, part time or consulting basis, as the board deems necessary.
Subdivision 3. It may contract for and acquire necessary personal property to carry out its powers and duties.
Subdivision 4. It may make necessary surveys or utilize other reliable surveys and data and develop projects to accomplish the purposes and intent of this agreement.
Subdivision 5. It may cooperate or contract with any state or subdivision thereof, the Province of Manitoba, Canada, the Dominion of Canada, federal agencies of the United States or Canada, private or public corporations or cooperative associations.
Subdivision 6. It may establish and maintain programs for acquiring and recording hydrological data.
Subdivision 7. It may apply for and accept funds from the federal government and other governmental sources and it may accept funds from private sources and may secure funds in any manner authorized by Chapter 103D and may expend such funds pursuant to Chapter 103D and the provision of this agreement.
Subdivision 8. It may receive, administer and disburse any monies authorized by Minnesota law to be contributed to an association of watershed districts.
Subdivision 9. It may adopt rules and regulations to effectuate the purpose of this agreement.
Subdivision 10. It may exercise all of the powers authorized under Chapter 103D given to a board of managers of a watershed district which are consistent with the purposes of this agreement.
Subdivision 11. It may provide any participating watershed district of any other unit of government with technical data or any other information of which the board has knowledge which will assist the governmental unit with water-related projects.
Subdivision 12. It may provide legal and technical assistance in connection with litigation or other proceedings between one or more of its participating members and any other political subdivision, commission, board or agency relating to the planning or construction of facilities related to flood control and water conservation and supply. The use of board funds for litigation shall be only upon a favorable vote of a majority of the elig...
POWERS AND DUTIES OF THE BOARD. The Commission, acting by its duly appointed Board of Commissioners, shall as it relates to flood control, water quality, ground water recharge and water conservation or in its construction of facilities and other duties as set forth in Minnesota Laws have the powers and duties set out in this article.
POWERS AND DUTIES OF THE BOARD. Section 15.1 Powers of Management 24 Section 15.2 Appointment of Attorney of Company 25
POWERS AND DUTIES OF THE BOARD. 27.1 Subject to the provisions of the Companies Acts and these Bye-Laws, the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company. No alteration of Bye-laws of Platinum Underwriters Holdings Ltd. 21 of 33 these Bye-Laws and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Bye-Law shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.
27.2 The Board may exercise all the powers of the Company except those powers that are required by the Companies Acts or these Bye-Laws to be exercised by the Shareholders.
27.3 The Board on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions or otherwise, for any person including any Director or former Director who has held any executive office or employment with the Company or with any body corporate which is or has been a subsidiary or affiliate of the Company or a predecessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any such gratuity, pension or other benefit, or for the insurance of any such person.
27.4 The Board may from time to time appoint one or more of its body to be a managing director, joint managing director or an assistant managing director or to hold any other employment or executive office with the Company for such period and upon such terms as the Board may determine and may revoke or terminate any such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company which may be involved in such revocation or termination. Any person so appointed shall receive such remuneration (if any) (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and either in additio...
POWERS AND DUTIES OF THE BOARD. 6.1. The powers of the Authority are vested in and exercised by the Board. The Board shall exercise its powers in accordance with the Applicable Laws in such a way as to best meet the purposes and needs of the Authority.
6.2. Unless otherwise delegated by the Board, the responsibilities of the Board include, but not be limited to:
a. Ensuring the Authority abides by the Applicable Laws and this Charter;
b. Establishing, amending, and interpreting Authority rules, regulations, and policies;
c. Monitoring whether the financial, management, and operational procedures, decisions, and controls of the Authority comply with the rules, regulations, and policies of the Authority;
d. Monitoring and taking actions to ensure the fiscal integrity of the Authority;
e. Authorizing bonds and other debt instruments of the Authority, and ensuring compliance with all requirements, covenants, and representations in such bond documents and other debt instruments.
f. Approving contracts binding on the Authority;
g. Approving engineering plans and specifications, construction plans, operations and maintenance plans, and finance plans for the Replacement Bridge; and
POWERS AND DUTIES OF THE BOARD. Except as otherwise specifically provided herein, the Board shall have such authority, rights and powers in the management of the Company business to do any and all acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.
