Powers and Duties of the Board of Directors. 8.1 The business and affairs of the Pool shall be managed by the Board which shall exercise all the authority and powers and discharge all the duties of the Pool, except as is otherwise provided in this Pool Agreement.
8.2 In addition to all other powers of the Board set out in this Pool Agreement, the Board shall have the power to:
1. Exercise all powers necessary to carry out the purposes of the Pool.
2. Retain agents, independent contractors and employees necessary to administer and achieve the purposes of the Pool, including, but not limited to, attorneys, accountants, investigators, experts, consultants, and others.
3. Purchase, sell, encumber, and lease real property, and purchase, sell, encumber or lease equipment, machinery, and personal property.
4. Invest money as allowed for the Pool by Colorado statutes or by lawful regulations adopted pursuant to Colorado statutes, as from time-to-time amended.
5. Purchase excess insurance, stop-loss insurance, and reinsurance as the Board deems prudent.
6. Adopt and adjust the coverages provided through the Pool.
7. Adopt and adjust contributions to the Pool.
8. Enter into contracts including, but not limited to, contracts for risk management, claim adjustment, and brokerage services.
9. Reimburse Directors for reasonable and approved expenses, including expenses incurred in attending Board meetings, and pay compensation to each Director for his or her services in a sum not to exceed the maximum sum which may by statute be paid as compensation for services of directors on Colorado special district boards of directors.
10. Purchase fidelity bonds from an insurance company approved by the Insurance Commissioner of the State of Colorado to do business in Colorado.
11. Establish reasonable and necessary loss reduction, prevention and risk management policies and procedures to be followed by the Members.
12. Appoint committees from time to time as the Board considers desirable.
13. Provide for claims and loss control procedures, and establish conditions to be met prior to the payment or defense of claims.
14. Establish rules governing its own conduct and procedure, and the authority of its officers, not inconsistent with this Pool Agreement.
15. Approve attorneys or firms of attorneys to represent Members in claims covered through the Pool.
16. Delegate in writing fiduciary responsibilities or ministerial powers and duties to individual Directors or committees of the Board or to such agents, employees, and indepen...
Powers and Duties of the Board of Directors. 11.1 The Board of Directors of the Agency shall have the following powers and duties:
(a) The Board of Directors shall appoint an Executive Director and any other officers as appropriate;
(b) The Board of Directors shall determine and select a Joint Protection Program for the Agency;
(c) The Board of Directors shall determine and select all coverage, including excess insurance (if available), necessary to carry out the Joint Protection Program of the Agency;
(d) The Board of Directors shall have authority to contract for or develop various services for the Agency, including claims adjusting, legal services, loss control, and risk management consulting services;
(e) The Board of Directors shall cause to be prepared the operating budget of the Agency for each fiscal year;
(f) The Board of Directors shall have the authority to appoint committees;
(g) The Board of Directors shall receive and act upon reports of appointed committees and the Executive Director;
(h) The Board of Directors shall have the power to hire such persons as the Board deems necessary for the administration of the Agency, including the “borrowing” of employees from one or more of the Members, subject to the approval of the Member. Any Member whose employee is so “borrowed” according to this provision shall be reimbursed by the Agency for that employee’s time spent or services rendered on behalf of the Agency;
(i) The Board of Directors shall have the general supervisory and policy control over the day-to-day decisions and administrative activities of the Executive Director of the Agency;
(j) The Board of Directors shall provide for the investment and disbursement of funds;
(k) The Board of Directors shall receive and review periodic accountings of all funds of the Agency;
(l) The Board of Directors shall have the authority to establish contributions by the Members;
(m) The Board of Directors shall have the authority to establish criteria for new Members;
(n) The Board of Directors shall have the authority to admit new Members on such terms and conditions as it deems appropriate;
(o) The Board of Directors may establish membership standards that promote commitment to the Agency’s risk management requirements;
(p) The Board of Directors shall have the authority to establish rules governing its own conduct and procedure consistent with the By-Laws;
(q) The Board of Directors shall have the authority to amend the By-Laws by a two-thirds (2/3) vote of the Board;
(r) The Board of Directors shall...
Powers and Duties of the Board of Directors. A. All of the powers and duties of the Association existing under the Articles of Incorporation and these By-Laws shall be exercised exclusively by the Board of Directors, its agent, contractors or employees, subject only to approval by Site Owners when such is specifically required. Such powers and duties shall be exercised in accordance with the documents herein stated, and shall include, but not be limited to, the following:
1. Making, establishing, amending and enforcing reasonable rules and regulations governing portions of the Property, provided that notice of any modification, addition or deletion of the regulations is sent by U.S. Certified Mail, return receipt requested, to each member of the Association at least thirty (30) days before said modification, addition or deletion becomes effective.
2. Making, levying, collecting and enforcing assessments against members to provide funds to pay the Association Expenses. Such assessments shall be collected by the Association by payments made directly to the Association by members in the manner set forth in the documents described above.
3. Using the proceeds of assessments in the exercise of its powers and duties.
4. Enforcing by legal means the provisions of the Declaration, Articles, these By-Laws and rules and regulations as same may be promulgated, modified, or amended from time to time, including levying fines.
5. Retaining independent contractors and professional personnel and entering into and terminating service, supply and management agreements and contracts to 61 63 provide for the administration, management, operation, repair and maintenance of the portions of the Property over which the Association has jurisdiction.
6. Hiring and retaining such employees and/or contractors for reasonable compensation as are necessary to administer and carry out the services required for the proper administration of the purposes of the Association and delegating thereto all powers and duties of the Association which are not specifically required by the Declaration, the Articles or these By-Laws to have the approval of the Board of Directors or the membership of the Association.
7. To do such other things as may be necessary in order to perform the duties and to exercise the powers provided for the Association in the Declaration except that the Association shall obtain an affirmative vote of at least eighty percent (80%) of its membership before any legal action be commenced which has the expected recovery of ...
Powers and Duties of the Board of Directors. Except as otherwise specifically provided herein and subject to the limitations provided in the Equityholders Agreement, the Board of Directors shall have all rights and powers of a “manager” under the Act, and shall have such authority, rights and powers in the management of the Company business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.
Powers and Duties of the Board of Directors. The Board of Directors shall have the authority to:
(1) Consider and approve any purchases of equipment, facilities, or services for the Council, and employment of personnel by the Council; provided that the cost thereof is within the Aggregation Costs approved by the Assembly.
(a) Make recommendations to the Assembly concerning any matter relating to the Council and its Programs, including but not limited to:
(i) amendments to or modifications of the Agreement and Bylaws;
(ii) appropriations of the Council; and
(iii) disqualification of Members.
(2) Direct the Fiscal Agent concerning any disbursements from the Aggregation Fund.
(3) By affirmative vote of a majority of Directors and upon certification to the Board by the Fiscal Agent that the proposal is within the limits of the Council’s resources, amend the budget and appropriations of the Council.
(4) Approve the inclusion of additional Members into the Council.
(5) Enter into any and all necessary and incidental contracts to facilitate the aggregation of the retail electric and natural gas loads within the jurisdiction(s) of the Members.
(6) Approve and authorize any new Program of the Council and the terms and conditions of any Program Agreement, including eligibility of any Member or non-member to participate in any such Program, and costs thereof, if any, under any such Program Agreement.
(7) Enter into any and all necessary and incidental contracts to carry out all Programs of the Council; and
(8) Establish one or more standing or Advisory Committees of the Board of Directors.
Powers and Duties of the Board of Directors. The Board of Directors shall have the authority to:
(1) Consider and approve any purchases of equipment, facilities, or services for the Council; provided that the cost thereof is within the Aggregation Costs approved by the Assembly pursuant to Section 8 hereof.
(a) Make recommendations to the Assembly concerning any matter relating to the Council and its Programs, including but not limited to:
(b) amendments to or modifications of the Agreement and Bylaws,
(c) appropriations of the Council,
(d) each Member’s share of Aggregation Costs or any Additional Program Costs, and
(e) disqualification of Members.
(2) Direct the Fiscal Agent concerning any disbursements from the Aggregation Fund.
(3) By affirmative vote of a majority of Board members and upon certification to the Board by the Fiscal Agent that the proposal is within the limits of the Council’s resources, amend the budget and appropriations of the Council.
(4) Approve the inclusion of additional Members into the Council.
(5) Enter into any and all necessary and incidental contracts to facilitate the aggregation of the retail electric and natural gas loads within the jurisdiction(s) of the Members.
(6) Enter into any and all necessary and incidental contracts to carry out all Programs of the Council.
(7) Enter into any and all necessary and incidental contracts to carry out all Programs of the Council.
Powers and Duties of the Board of Directors. (1) The Board has the following powers, in addition to any other powers set forth in these Bylaws:
(a) To elect during the first Board meeting held after the election as provided in Article X(3), a chairman, vice chairman, secretary/treasurer and other officers as appropriate. Each officer shall serve until his As Amended June 20, 2012 or her successor is elected, but there shall be no limit on the number of terms served by any person.
(b) To admit new members as provided in Article VI and to adopt criteria for new members.
(c) To establish contributions to be paid by the members, at such time or times and in such amounts as the Board deems appropriate for the operation of CIRSA and as necessary to ensure the solvency and avoid impairment of CIRSA.
(d) To establish the types of losses to be covered, the limits of liability, and the types of deductions which CIRSA provides.
(e) To select all service providers necessary for the administration of CIRSA.
(f) To set the dates, places and provide an agenda for Board and members’ meetings.
(g) To fill vacancies in the Board by majority vote of the remaining Directors for the unexpired term.
(h) To exercise all powers of CIRSA except powers reserved to the members.
(i) To hire and discharge personnel or to delegate such authority to the Executive Director.
(j) To provide for claims and loss control standards and procedures, to establish conditions which must be met prior to the payment or defense of a claim, and to deny a claim or the defense of a claim if the conditions are not met.
(k) To provide for the investment and disbursement of funds.
(l) To establish rules governing its own conduct and procedure and the powers and duties of its officers, not inconsistent with these Bylaws.
(m) To issue subordinated debentures consistent with applicable requirements of the Insurance Commissioner of Colorado.
(n) To form committees and provide other services as needed by CIRSA. The Board shall determine the method of appointment and terms of committee members.
(o) To do all acts necessary and proper for the operation of CIRSA and implementation of these Bylaws subject to the limits of the Bylaws and not in conflict with these Bylaws.
(p) Dissolve CIRSA and disburse its assets by a two-thirds (2/3) vote of the entire membership provided that a notice of intent to dissolve CIRSA shall be given to the Insurance Commissioner at least ninety (90) days prior to the effective date. No such plan to dissolve CIRSA shall be effectiv...
Powers and Duties of the Board of Directors. 1. The Board of Directors of the Shore Educational Collaborative shall consist of a Director appointed annually by each member school system, each of whom shall have one (1) vote; in addition, a designee of the Department of Education shall be a non-voting member of the Board of Directors.
2. The Board shall have all the powers and duties conferred and imposed upon Educational Collaborative Boards by law and conferred and imposed upon it by this Agreement and such other additional powers and duties as are specified in M.G.L. c.40, s.4E, and any amendments thereof or additions thereto not or hereafter enacted, or as may be specified in any other applicable general or special law. The Board may adopt by-laws consistent with law and with this Agreement to govern the day to day operation or other appropriate matters of the Collaborative. If a particular matter is not covered by such a document, then any such matter will be handled as the Board deems appropriate by a vote of the Board Members present and voting. The policies and procedures of the Board shall comply with the pertinent policies of the Massachusetts Board of Education as adopted and amended from time to time. It is the function and responsibility of the Board of Directors to formulate policy for the Shore Educational Collaborative, appoint an Executive Director and Treasurer, and oversee the operation of the Collaborative to the end that the educational needs of students enrolled in Collaborative programs are met in an effective and economical way.
3. The Board shall appoint an Executive Director and a Treasurer, each of whom shall serve at the pleasure of the Board.
A. The Executive Director shall have day to day responsibility for all activities of the Shore Educational Collaborative and shall be responsible for overseeing all its programs and personnel and with implementing the policy of the Board.
B. The Treasurer is the chief financial officer of the Shore Educational Collaborative with the powers set out in Chapter 40, Section 4E and this Collaborative Agreement. This person shall report to the Board of Directors through the Executive Director.
4. Meetings of the Board of Directors shall be held every month from September to June, unless the Board of Directors determines that meetings shall be conducted on a more frequent basis. Special meetings may be called for special purposes by the Board Chairperson.
5. A quorum shall consist of a majority of the voting members of the Board and the Boar...
Powers and Duties of the Board of Directors. 6.1 The Shareholders shall exercise their powers under this Agreement so far as they lawfully can to procure that:
6.1.1 the Board shall be responsible for the overall management of the Group Companies, provided that the Board shall not implement any decision in relation to any of the Shareholder Reserved Matters without the requisite prior approval in accordance with Clause 15;
6.1.2 the Board shall be responsible for deciding matters in relation to the Business which do not constitute Shareholder Reserved Matters;
6.1.3 subject to Clause 6.1.4, the Board may delegate authority to operate the day-to-day affairs of the Company to any designees of the Shareholders, the Chairman of the Board, the Group President (if any), the Property President or any other members of the management of the Group Companies, provided that any delegation of authority to implement or address any issue which is a Shareholder Reserved Matter shall only be effective if approved in accordance with Clause 15; and
6.1.4 the Board shall ensure that any Group President and the Property President competently fulfils his/her duties in accordance with Clause 13.2.
Powers and Duties of the Board of Directors. Except as otherwise provided herein, or in the Korean Commercial Code, or in resolutions adopted at general meetings, the Board of Directors shall decide by resolution all important matters relating to the daily management of the business of the Company and shall supervise the management of the Company carried out by the Representative Directors of the Company. The Board of Directors shall discuss and decide at least all major matters concerning the Company.
