Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be initially fixed by the Sole Incorporator of the Corporation and thereafter to be determined from time to time by the Board. Directors need not be stockholders.
Powers; Number; Qualifications. The business, affairs and property of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. The number of directors shall be as fixed in such manner as may be determined by the vote of a majority of the directors then in office, but shall not be less than one. The directors shall be elected at the annual meeting of the stockholders, except as provided in Article III, Section 3.2 hereof, and each director elected shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. A majority of the directors may elect from its members a chairman. The chairman, if any, shall hold this office until his successor shall have been elected and qualified.
Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The number of directors which shall constitute the Board of Directors shall be not less than three (3) nor more than ten (10). Subject to the then-applicable terms of the Stockholders’ Agreement, among the Corporation and certain of its stockholders, dated as of [_______________], [_____], as it may be amended, restated, supplemented and otherwise modified from time to time (the “Stockholders’ Agreement”), the exact number of directors shall be fixed from time to time, within the limits specified in this Article III, Section 3.1 or in the Certificate of Incorporation, by the Board of Directors. Directors need not be stockholders of the Corporation. The Board may be divided into Classes as more fully described in the Certificate of Incorporation.
Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The number of directors of the Corporation shall be determined exclusively by resolution of the Board of Directors adopted in accordance with Section 2.7 of these Bylaws and which number shall initially be fifteen (15). Any increase in the number of directors to be elected by the Class A Holders must be by a number divisible by three (3), and the resolution approving such increase in directorships must provide for one-third (1/3) of such new directorships created by such increase to be filled by each of the Nominating Committee, the Class A-M Nominating Subcommittee and the Class A-C Nominating Subcommittee in accordance with Article Tenth of the Certificate of Incorporation. Directors must be natural persons at least eighteen (18) years of age but need not be stockholders of the Corporation. Section 2.2.
Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Articles of Incorporation. The number of directors which shall constitute the Board of Directors shall be not less than one (1) nor more than nine (9). The exact number of directors shall be fixed from time to time, within the limits specified in this Article III Section 1 or in the Articles of Incorporation, by the Board of Directors. Directors need not be stockholders of the Corporation. The Board of Directors may be divided into classes as more fully described in the Articles of Incorporation.
Powers; Number; Qualifications. The business and affairs of the Company shall be managed by or under the direction of the Board of Managers, except as may be otherwise provided by law or in the certificate of formation. The number of Managers which shall constitute the whole Board of Managers shall not be less than one (1) nor more than nine (9). Within such limits, the number of managers may be fixed from time to time by the Board of Managers.
Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of not less than seven (7) nor more than nine (9) members or as otherwise set forth in the certificate of incorporation, the exact number of which shall initially be fixed upon adoption of these by-laws at seven (7) and, thereafter, shall be fixed from time to time by resolution of the Board of Directors (the "Board Resolution") or by resolution adopted by the holders of a majority of the capital stock of the Corporation issued and outstanding and entitled to vote (the "Stockholder Resolution"); provided that in the event of any conflict between the Board Resolution and the Stockholder Resolution, the Stockholder Resolution shall govern. Directors need not be stockholders.
Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The initial Board of Directors shall consist of five (5) persons. The number of directors which shall constitute the whole Board of Directors shall not be less than three (3) nor more than ten (10). Within such limits, the number of directors may be fixed from time to time by vote of the stockholders or of the Board of Directors, at any regular or special meeting, subject to the provisions hereof, provided, however, that the number of directors shall not be decreased to a number, in the aggregate, less than the number of directors that the stockholders have the right to appoint, from time to time, pursuant to the terms hereof and provided, further that any increase in the number of directors to more than five requires the affirmative vote of all but one of the members of the Board of Directors then in office (any member of the Board of Directors elected pursuant to this proviso an "Additional Director"). Notwithstanding the foregoing, in the event that (i) the Company issues additional shares of capital stock, or any instrument convertible into or exchangeable for capital stock, of the Company for aggregate consideration of at least $25,000,000 to any person or entity or two or more persons or entities other than W.R. Huff Asset Management Co., L.L.C. or any of its affiliates ("XXX") xr Cerberus Capital Management, L.P. or any of its affiliates ("Cerberus") or (ii) the Company acquires stock or assets, the consideration for which is capital stock, or any instrument convertible into or exchangeable for capital stock, of the Company valued at an amount equal to at least $25,000,000, the number of directors may be increased by up to an additional two members by the affirmative vote of the majority of the Board of Directors then in office (any event referenced in this subsection (ii) a "New Investment Event"). No increase in the size of the Board or Directors shall take place in the event that a vacancy created by a WRH Designee (as defined in Section 2.2(b)) or a Cerberus Designee (as defined in Section 2.2(b)) has not been filled pursuant to Section 2.3(b).
Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise required by law or provided in the Certificate of Incorporation. Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Board of Directors. The number of directors which shall constitute the whole Board of Directors shall not be less than 5 nor more than 15, and shall initially be twelve (12). Directors need not be stockholders of the Corporation.
Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation or Certificate of Designation. The number of directors shall be not less than one (1) and nor more than ten (10), except as otherwise provided by the Certificate of Designation. The exact number of directors shall be fixed from time to time, within the limits specified in this Section 3.1 or in the Certificate of Incorporation, by the Board of Directors. Directors need not be stockholders of the Corporation. The holders of the shares of Series A Preferred, shall be entitled to appoint directors (the “Series A Directors”) as set forth in the Certificate of Designation. The directors, other than the Series A Directors, shall be divided into three classes, which shall be nearly equal in number as possible: Class A, Class B and Class C. The directors in Class A shall be elected for a term expiring at the first annual meeting of the stockholders. The directors in Class B shall be elected for a term expiring at the second annual meeting of the stockholders. The directors in Class C shall be elected for a term expiring at the third annual meeting of the stockholders. At each annual meeting of the stockholders following the initial classification of the directors, the respective successors of each class shall serve a term of three (3) years.
