Powers of Board of Directors. The Board of Directors may suspend or terminate the Plan, in whole or in part, at any time, or may, from time to time, amend the Plan in such respects as the Board may deem advisable, provided that no such amendment shall withdraw the administration and interpretation of the Plan from the Committee.
Powers of Board of Directors. Subject to the provisions of this Agreement, the Board of Directors shall have the power on behalf and in the name of the Company to carry out and implement any and all of the purposes and powers of the Company set forth in Sections 2.4 and 2.5, including, without limitation, the power to:
Powers of Board of Directors. Except as otherwise provided in the Bylaws, the Bylaws may be amended or repealed or new Bylaws adopted by the affirmative vote of at least fifty percent (50%) of the outstanding shares entitled to vote generally in the election of directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.
Powers of Board of Directors. The business of the corporation shall be managed by its 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 By-Laws directed or required to be exercised or done by the stockholders.
Powers of Board of Directors. Without limiting the authority of the Board of Directors, the Board shall have the authority, without the consent of the Stockholders (except as may be set forth in the resolution establishing any series of Preferred Stock), to:
(a) Incur any indebtedness on behalf of the Company, whether to banks or other lenders.
(b) Enter into any agreement or contract.
(c) Determine the amount and timing of any distributions.
(d) Determine the information to be provided to Stockholders concerning the Company.
(e) Enter into a merger or consolidation with another entity, or acquire any stock or securities in any the Company or other entity, including a subsidiary the Company whose stock is wholly owned by the Company.
(f) Change the Company’s business or enter into new businesses.
(g) Admit new Stockholders, and issue stock, options or other rights to acquire stock, or debentures or other securities or instruments convertible to stock.
(h) Redeem the stock of existing Stockholders (to the extent any such stock is subject to redemption pursuant to its terms) ..
(i) Sell or otherwise dispose of all or substantially all of the Company’s assets or business.
Powers of Board of Directors. The Directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name any kind of contract, which the Association may lawfully enter into and, save as hereinafter provided, generally may exercise all such powers and do all such other acts and things as the Association is, by its charter or otherwise, authorized to exercise and do. The Directors shall not sell, mortgage, or otherwise encumber any real property of the Association without prior approval of the General Members by Resolution passed by at least two-thirds of the votes cast at a special meeting of which notice specifying the intention to pass such Resolution has been given.
Powers of Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors which shall consist of not less than three members. In furtherance, and not in limitation, of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to:
(a) adopt, amend, alter, change or repeal the By-Laws of the Corporation; provided, however, that no By-Laws hereafter adopted shall invalidate any prior act of the directors that would have been valid if such new By-Laws had not been adopted;
(b) determine the rights, powers, duties, rules and procedures that affect the power of the Board of Directors to manage and direct the business and affairs of the Corporation, including the power to designate and empower committees of the Board of Directors, to elect, appoint and empower the officers and other agents of the Corporation, and to determine the time and place of, the notice requirements for, Board meetings, as well as quorum and voting requirements for, and the manner of taking, Board action; and
(c) exercise all such powers and do all such acts as may be exercised or done by the Corporation, subject to the provisions of the Delaware Law, this Certificate of Incorporation, and the By-Laws of the Corporation.
Powers of Board of Directors. Except as reserved to the Members or delegated to the Chief Executive Officer, the Members hereby grant full power and authority to the Board to manage the property, affairs and business of the Company. In the exercise of the power and authority so granted, the following matters shall require Board Approval:
(a) the consideration and approval (or disapproval) of each Proposed Budget submitted to the Board by the Chief Executive Officer pursuant to Section 10.1, together with approval (or disapproval) of quarterly budgets and three-year strategic plans (the initial annual budget and three-year strategic plan, as agreed by the Parties, are attached as Exhibit A hereto);
(b) the acquisition of any property or assets having a value of $1.0 million or more, unless provided for in an Approved Budget;
(c) the borrowing of any amounts in excess of $1.0 million, unless provided for in an Approved Budget, the granting of any security interests, liens or other encumbrances over the Company's assets to secure such indebtedness and the authorization of any employees or agents of the Company to incur such indebtedness or grant such liens on behalf of the Company;
(d) approval of the opening of corporate bank accounts for the Company and the establishment of signature authority for the operation of such accounts by the officers of the Company;
(e) the retention and payment of independent auditing firms to perform services for the Company;
(f) the execution and delivery of all other agreements, mortgages, deeds of trust, financing statements, bills of sale, leases, instruments or documents with a value or concerning a transaction in excess of $1.0 million on behalf of the Company;
(g) subject to Section 5.18, the filing, prosecution and defense of any lawsuits, claims or proceedings in the Company's name;
(h) capital improvement expenditures or projects having a value of $1.0 million or more, unless provided for in an Approved Budget;
(i) the appointment of the Chief Executive Officer and any other Executive Officers of the Company (provided that such other Executive Officers shall be initially nominated by the Chief Executive Officer for Board Approval);
(j) the execution, amendment or modification of on behalf of the Company of the Ancillary Agreements or any other agreement between the Company and either Member or its Affiliates; and
(k) the addition or deletion of any matters requiring Board Approval as set forth above. Without limiting the provisions of Section 5.15,...
Powers of Board of Directors. A majority of the Board of Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article, including, without limitation, (A) whether a Person is an Interested Stockholder, (B) the number of shares of Voting Stock of the Corporation beneficially owned by any Person, (C) whether a Person is an Affiliate or Associate of another, and (D) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of not less than 1% of the total assets of the Corporation as reported in the consolidated balance sheet of the Corporation as of the end of the most recent quarter with respect to which such balance sheet has been prepared; and the good faith determination of a majority of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article.
Powers of Board of Directors. 14 5.5 MEETINGS................................................. 16 5.6
