Common use of Removal of a Representative Clause in Contracts

Removal of a Representative. Except as expressly provided for herein, a Representative may be removed only by the Member which appointed him or her. Notwithstanding the foregoing, the Members may remove a Representative for the following reasons: (a) gross negligence or willful misconduct in the performance of his or her duties as a Representative; (b) malfeasance as a Representative; (c) conviction of a felony offense; (d) failure to attend at least three (3) consecutive regular and/or special meetings of the Members; or (e) the arising of a conflict of interest between the Cooperative and the Representative, the Representative’s immediate family, or any entity in which the Representative or a member of the Representative’s immediate family has an interest as an agent, consultant, independent contractor, employee, officer, director, or owner, including as a stockholder, partner, or member other than a conflict of interest which arises as a result of a Representative having been appointed by Member or a Representative having an interest of any kind, including as an employee, in the appointing Member. The Chairman of the Board shall provide the Representative with at least thirty (30) days notice of the meeting at which the Members’ intend to Vote on the matter for removal and the reason for the Vote. If the Representative cures the matter prior to the meeting, the Members shall forbear any actions with respect to the subject removal of the Representative. The cure shall be affected by a demonstration to the Members that the matter has been resolved. If the Chairman of the Board is the Representative subject to removal proceedings, the Vice Chairman or the Vice Chairman’s appointee will preside over removal proceedings for its duration.

Removal of a Representative. Except as expressly provided for herein, a Representative may be removed only by the Member which appointed him or her. Notwithstanding the foregoing, the Members may remove a Representative for the following reasons: (a) gross negligence or willful misconduct in the performance of his or her duties as a Representative; (b) malfeasance as a Representative; (c) conviction of a felony offense; (d) failure to attend at least three (3) consecutive regular and/or special meetings of the MembersMembers except to the extent that an alternate Representative of the Member attends such meetings; or (e) the arising of a conflict of interest between the Cooperative and the Representative, the Representative’s immediate family, or any entity in which the Representative or a member of the Representative’s immediate family has an interest as an agent, consultant, independent contractor, employee, officer, director, or owner, including as a stockholder, partner, or member other than a conflict of interest which arises as a result of a Representative having been appointed by Member or a Representative having an interest of any kind, including as an employee, in the appointing Member. The Chairman of the Board shall provide the Representative with at least a thirty (30) days daysday notice of the meeting at which the Members’ intend to Vote on the matter for of removal and the reason or reasons for the such removalthe Vote. If the Representative cures the matter prior to the meeting, the Members shall forbear any actions with respect to the subject removal of the Representative. The cure shall be affected by a demonstration to the Members that the matter has been resolved. If the Chairman of the Board is the Representative subject to removal proceedings, the Vice Chairman Secretary or the Vice ChairmanSecretary’s appointee will preside over removal proceedings for its duration.

Removal of a Representative. Except as expressly provided for herein, a Representative may be removed only by the Member which appointed him or her. Notwithstanding the foregoing, the Members may remove a Representative for the following reasons: (a) gross negligence or willful misconduct in the performance of his or her duties as a Representative; (b) malfeasance as a Representative; (c) conviction of a felony offense; (d) failure to attend at least three (3) consecutive regular and/or special meetings of the Members; or (e) the arising of a conflict of interest between the Cooperative and the Representative, the Representative’s immediate family, or any entity in which the Representative or a member of the Representative’s immediate family has an interest as an agent, consultant, independent contractor, employee, officer, director, or owner, including as a stockholder, partner, or member other than a conflict of interest which arises as a result of a Representative having been appointed by Member or a Representative having an interest of any kind, including as an employee, in the appointing Member. The Chairman of the Board shall provide the Representative with at least a thirty (30) days day notice of the meeting at which the Members’ intend to Vote on the matter for removal and the reason for the Vote. If the Representative cures the matter prior to the meeting, the Members shall forbear any actions with respect to the subject removal of the Representative. The cure shall be affected by a demonstration to the Members that the matter has been resolved. If the Chairman of the Board is the Representative subject to removal proceedings, the Vice Chairman or the Vice Chairman’s appointee will preside over removal proceedings for its duration.