Powers of Committees. Decisions Of Committees. Any such --------------------------------------------- committee, to the extent provided in the relevant resolution of the Management Committee, will have and may exercise all the powers and authority of the Management Committee in the management of the business and affairs of the LLC, provided that (i) all decisions of such committee will require the vote of at least a majority of the authorized number of Member Representatives on such committee, or, if Member Representatives appointed by Exelixis are not a majority of such Committee, then such greater number of committee member as will require the vote of at least one (1) Member Representative serving thereon who was appointed by Exelixis, in order for approval to be valid, and (ii) no such committee will have the power or authority to amend the [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Certificate of Formation, adopt an agreement of merger or consolidation, or of the sale, lease or exchange of all or substantially all of the LLC's property and assets, dissolve the LLC or revoke a dissolution previously approved as provided in this Agreement, or amend this Agreement; and (iii) with respect to matters other than those described in clause (ii) of this Section 6.4(b), unless the relevant resolution of the Management Committee expressly so provides, such committee will not have the power or authority to do any other act which requires the consent of the Management Committee hereunder or by law.
Powers of Committees. The powers of Committees be referred immediately to the Committee of Chairs as soon as established to ensure the most authority possible for Committees within allocated resources.
Powers of Committees. (A) A Standing Committee shall have the authority of the Board to the extent provided in the By-Laws, Rules, or any resolutions of the Board and subject to applicable provisions of law.
(B) A Special Committee shall have only the powers specifically delegated to it by the Board and shall not have any powers which a Standing Committee may not exercise under applicable provisions of law.
(C) A Regular Committee shall have such powers as may be delegated to it in the By-Laws or Rules or by the Board; provided, however, that such powers shall in no case exceed the powers that the Board may delegate lawfully to an officer of COMEX Division.
(D) All Committees shall have all powers necessary and incident to the discharge of their duties.
(E) At least two COMEX members shall be entitled to serve on each COMEX advisory committee regarding COMEX Division contracts.
(F) So long as open-outcry trading continues to exist in the COMEX Division, the subcommittees or panel of the Facilities Committee, Membership, Business Conduct and Adjudication Committees relating to COMEX Division facilities, membership process or disciplinary action regarding COMEX Division Members shall be comprised of at least 70% of COMEX Division Members. The Facilities Committee subcommittee relating to the COMEX Division will be responsible for initiating any changes to COMEX Division facilities; provided, however, that such changes will be submitted to NYMEX for its approval. This provision is subject to amendment to comply with any regulatory requirements imposed by the CFTC. If public participation is increased by NYMEX with respect to NYMEX subcommittees or panels, then public participation with respect to COMEX subcommittees or panels may be increased to the same extent.
Powers of Committees. A committee, to the extent provided in the resolution of the Board, may exercise all powers and authority of the Board in management of the business and affairs of the Corporation, including the power or authority to declare a distribution or dividend, or to authorize the issuance of stock; provided, however, a committee does not have the power or authority to do any of the following: Amend the Articles. Adopt an agreement of merger or share exchange. Recommend to Shareholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets. Recommend to Shareholders a dissolution of the Corporation or a revocation of a dissolution. Amend the Bylaws of the Corporation. Fill vacancies in the Board.
Powers of Committees. Committees of the Board of Directors, to the -------------------- extent provided in the Board resolution or permitted by law, shall have and may exercise the powers of the Board of Directors, in the management of the business and affairs of the Corporation, and may have power to authorize the Seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution of the Board. Except as the Board of Directors may otherwise determine, a committee may make rules for its conduct, but unless otherwise provided by the Board or such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the conduct of business by the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.
Powers of Committees. Any committee designated by the Board of Directors pursuant to Section 4.1 hereof, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these Bylaws of the Corporation; and, unless the resolution so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
Powers of Committees. Any committee, to the extent provided in the resolution of the Board designating such committee, shall have all the authority of the Board, except with respect to:
(a) The approval of any action for which the California General Corporations Law also requires any action by the shareholders;
(b) The filling of vacancies on the Board or in any committee thereof;
(c) The fixing of compensation of the Directors for serving on the Board or on any committee thereof;
(d) The amendment or repeal of these bylaws or the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(f) A distribution to the shareholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or
(g) The designation of other committees of the Board or the appointment of members or alternate members thereof.
Powers of Committees. The Board of Directors, by resolution passed by a majority of a duly constituted quorum of the Board of Directors, may designate committees of the Board of Directors pursuant to, and which will have the powers as are consistent with, the provisions of Section 141(c)(2) of the Delaware General Corporation Law.
Powers of Committees. Any Executive Committee or other committee, to the extent allowed by Law and provided in the resolution establishing such committee or in the Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including the power to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law, the authority to issue shares, and the authority to declare a dividend, except as limited by Delaware General Corporation Law or other applicable Law, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the Corporation. All acts done by any committee within the scope of its powers and duties pursuant to these Bylaws and the resolutions adopted by the Board of Directors shall be deemed to be, and may be certified as being, done or conferred under authority of the Board of Directors. The Secretary or any Assistant Secretary is empowered to certify that any resolution duly adopted by any such committee is binding upon the Corporation and to execute and deliver such certifications from time to time as may be necessary or proper to the conduct of the business of the Corporation. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or in part of persons who are not directors of the Corporation; provided, however, that any such committee shall not have nor exercise any authority of the Board.
Powers of Committees
