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Powers of the Board of Directors Sample Clauses

Powers of the Board of Directors. The Board may: (a) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company; (b) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business; (c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties; (d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party; (e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney; (f) procure that the Company pays all expenses incurred in promoting and incorporating the Company; (g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and (h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company. (i) present any petition and make any application in connection with the liquidation or reorganisation of Company; (j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided f...
Powers of the Board of DirectorsExcept as otherwise provided hereunder, the business and affairs of the Company shall be managed by the Board of Directors (such directors having all of the rights and powers which are possessed by a manager, and shall each be deemed to be a manager, under the Act pursuant to Section 18-402 of the Act). Any decision or act of the Board of Directors within the scope of its power and authority granted hereunder shall control and shall bind the Company.
Powers of the Board of Directors. The Board of Directors shall have the following powers and functions: (a) The Board of Directors shall exercise all powers and conduct all business of PRISM, either directly or by delegation to other bodies or persons unless otherwise prohibited by this Agreement, or any other duly executed agreement of the members or by law. (b) The Board of Directors may adopt such resolutions as deemed necessary in the exercise of those powers and duties set forth herein. (c) The Board of Directors shall form an Executive Committee, as provided in Article 11. The Board of Directors may delegate to the Executive Committee and the Executive Committee may discharge any powers or duties of the Board of Directors except adoption of PRISM's annual budget. The powers and duties so delegated shall be specified in resolutions adopted by the Board. (d) The Board of Directors may form, as provided in Article 12, such other committees as it deems appropriate to conduct the business of PRISM. The membership of any such other committee may consist in whole or in part of persons who are not members of the Board of Directors. (e) The Board of Directors shall elect the officers of PRISM and shall appoint or employ necessary staff in accordance with Article 13. (f) The Board of Directors shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of PRISM. Adoption of the budget may not be delegated. (g) The Board of Directors shall develop, or cause to be developed, and shall review, modify as necessary, and adopt each insurance program of PRISM, including all provisions for reinsurance and administrative services necessary to carry out such program. (h) The Board of Directors, directly or through the Executive Committee, shall provide for necessary services to PRISM and to members, by contract or otherwise, which may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjusting, and legal services. (i) The Board of Directors shall provide general supervision and policy direction to the Chief Executive Officer. (j) The Board of Directors shall receive and act upon reports of the committees and the Chief Executive Officer. (k) The Board of Directors shall act upon each claim involving liability of PRISM, directly or by delegation of authority to the Executive Committee or other committee, body or person, provided, that the Board of Directors sha...
Powers of the Board of DirectorsThe Board, as a board, shall have the full power and duty to manage and oversee the operation of the Corporation’s business and to pledge the credit, assets, and property of said Corporation, when necessary, to facilitate the efficient operation thereof. Authority is given to the Xxxxxx’x Crossing Public Charter School (“TCPCS”) Board of Directors by the State of Idaho as provided in the “Public Charter Schools Act of 1998.” (I.C. 33-5201)
Powers of the Board of DirectorsThe Board of Directors shall have the following powers: To gather information; develop and propose policies, projects and priorities; to establish project budgets; to seek donations and other funds; to apply for grants, hire staff, rent office space, and direct staff in the implementation of approved policies and projects. Approval by all of the governmental entities signatory hereto shall constitute authority for the Board of Directors to implement project adopted by the Board.
Powers of the Board of Directors. The Board of Directors shall have such powers as provided in this Agreement and the Bylaws and such additional powers as necessary or appropriate to fulfill the purposes of this Agreement and the Bylaws, including, but not limited to the following: (a) Exercise all powers and conduct all business of this Joint Powers Authority. (b) Determine the details of and select the Coverage Programs to be offered by FRMS; (c) Provide for and develop various services including, but not limited to, financial administration, insurance consulting and brokerage services; claims adjustment services, loss control and risk management services; accountancy, auditing and actuarial services; and legal and legislative advocacy services, either through its own employees or contracts with third parties. (d) Appoint and provide policy direction to the Administrator, appoint committees, appoint staff, and employ such persons as the Board of Directors deems necessary for the administration of this Joint Powers Authority. (e) Determine and purchase all necessary insurance coverage, including Excess insurance, Re-insurance, liability insurance, director’s and officer’s liability insurance, and such other insurance as FRMS may deem necessary or proper to carry out the Coverage Programs offered by the Authority, and to protect the employees of FRMS and the employees of the Members. (f) Fix and collect Contributions and Assessments from participating Members in consideration for participation in the Coverage Programs offered by FRMS. (g) Deposit all funds received in appropriate separate bank accounts in the name of Fire Risk Management Services. (h) Invest funds on hand in any manner authorized by law for the investment of funds of a public agency. (i) Direct the payment, adjustment, compromise, settlement and defense of all claims as provided for in the Coverage Documents involving a Member during their period of membership in and participation in a Coverage Program. (j) Expend funds of FRMS only for the purpose of carrying out the provisions of the Agreement and the Bylaws as they now exist or may hereafter be amended. (k) Obtain a fidelity bond in such amount as the Board of Directors may determine for any person or persons who have charge of or the authority to expend funds of the FRMS. (l) Acquire property by gift, grant, exchange, devise, or purchase; or hold, lease, convey, sell, encumber, or dispose of all property necessary or appropriate to carry out the powers and operations o...
Powers of the Board of DirectorsSubject to any unanimous shareholder agreement, the board shall manage or supervise the management of the business and affairs of the Corporation.
Powers of the Board of Directors. (a) The Board of Directors may exercise all such powers and do all such acts and things as the Board of Directors is authorized by law or as the Company is authorized to exercise and do and are not hereby or by law required to be exercised or done by the General Meeting or by a specific committee of the Board of Directors (where the establishment of such committee is mandatory under applicable law). The authority conferred on the Board of Directors by this Article 36 shall be subject to the provisions of the Companies Law, these Articles and any regulation or resolution consistent with these Articles adopted from time to time at a General Meeting, provided, however, that no such regulation or resolution shall invalidate any prior act done by or pursuant to a decision of the Board of Directors which would have been valid if such regulation or resolution had not been adopted. (b) Without limiting the generality of the foregoing, the Board of Directors may, from time to time, set aside any amount(s) out of the profits of the Company as a reserve or reserves for any purpose(s) which the Board of Directors, in its discretion, shall deem fit, including capitalization and distribution of bonus shares, and may invest any sum so set aside in any manner and from time to time deal with and vary such investments and dispose of all or any part thereof, and employ any such reserve or any part thereof in the business of the Company without being bound to keep the same separate from other assets of the Company, and may subdivide or re-designate any reserve or cancel the same or apply the funds therein for another purpose, all as the Board of Directors may from time to time think fit.
Powers of the Board of Directors. (a) The Member Agencies, acting through the Board of Directors, shall retain overall responsibility for governance of the CCA, including the right to exercise all powers of the Authority not delegated to other persons or bodies of the CCA. (b) The Board of Directors shall have the following express powers, duties and responsibilities: i. Election of certain CCA officers and the members of its Executive Committee, except that vacancies occurring in those offices during their term shall be filled pursuant to Article III, section 4. ii. Approval of the annual budget of CCA. iii. Approval of amendments to this Agreement and the Bylaws. iv. The exercise of powers of the CCA, including promulgation of policies, procedures and rules, with respect to all matters reserved to the Board of Directors by this Agreement, the Bylaws, or otherwise.
Powers of the Board of DirectorsThe Board of Directors, unless a closely held corporate status is elected, is responsible for the management of the Corporation's business and legal affairs. Towards this end, the Board of Directors will exercise all of the corporate powers to do such lawful acts which are not prohibited by either state law or the Articles of Incorporation.