Removal of Board Member. Except as may be provided in the Certificate of Incorporation or as a matter of law, and subject to the rights, if any, of the holders of shares of any class or series of preferred stock of the Corporation then outstanding to remove directors as set forth in the instrument of designation of such preferred stock applicable thereto, any director or the entire Board may be removed with or without cause at any time by the stockholders by the holders of a majority of shares then entitled to vote at an election of directors. The stockholders at such meeting may proceed to elect a successor or successors for the unexpired term of the director or directors removed. Any director or member of a committee may resign at any time. Such resignation shall be made in writing or by electronic transmission, and shall take effect at the time specified therein, and if no time be specified, then at the time of its receipt by the Secretary. The acceptance of a resignation shall not be necessary to make it effective.
Removal of Board Member. The stockholders, by vote of a majority of the total voting power at any special meeting called for the purpose, may remove from office any one or more of the directors, notwithstanding that his or their terms of office may not have expired, and may forthwith at such meeting proceed to elect a successor for the unexpired term. Whenever the holders of the shares of any class or series or of any obligations are entitled to elect one or more directors, the provisions of this Section 7 shall apply, in respect of the removal of a director or directors so elected, and the election of a successor or successors, to the vote of the holders of the outstanding shares of that class or series or of those obligations and not to the vote of the outstanding shares as a whole. If a director has been elected by the exercise of the privilege of cumulative voting, such director may not be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted in his favor at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.
Removal of Board Member. Any Board member may be removed at any time with or without cause by the Shareholder. Upon the removal of a Board member or upon the earlier death, resignation, retirement or disqualification thereof, a replacement Board member may immediately be appointed by the Shareholder. At no time shall the Board consist of less than one (1) member.
Removal of Board Member. At any time during the course of service of an elected BOARD member such member may be removed by the PROGRAM MEMBERS that elected such BOARD member by either of two (2) means. The first method by which an elected BOARD member’s continued service may be submitted to his constituent electors is by receipt of a petition of no confidence approved by the respective governing boards of MEMBER entities equal to at least one-half (1/2) of the number of votes received by the BOARD member when the BOARD member was most recently elected to the BOARD. Any such petition shall succinctly set forth the reasons of misconduct, personal behavior, wrongdoing, failure to exercise diligence or failed representation that justifies a no-confidence/removal election. The second alternative to refer a BOARD member’s continued service to his constituent electors would be a no-confidence declaration by members of the ICRMP BOARD. By majority vote of no confidence, exclusive of the BOARD member in question, the BOARD may choose to submit the question of continued service by an elected BOARD member to the BOARD member’s constituent electors, stating in any motion to proceed with such election the express reasons therefor. Any BOARD member appointed to fill the remainder of any member’s term shall be treated as an elected BOARD member. In the event of receipt of a qualifying no-confidence petition, or following a no- confidence vote by the ICRMP BOARD, the question to be presented to a BOARD member’s constituent electors shall be whether the identified BOARD member should continue to serve on the BOARD. The reasons for no-confidence stated in the petition from dissatisfied MEMBERS or expressed in the motion by BOARD shall be included in election materials sent to constituent electors along with a statement prepared by the BOARD member in response, if supplied by the Board member in a timely manner. Neither message shall exceed three hundred (300) words. Voting in any such election shall be open for at least twenty-one (21) days from the date ballots are first mailed. The Executive Director shall establish a time and date-certain by which all ballots must be received. Votes shall be tallied by the Executive Director or his designee(s). A majority of lawful votes cast shall determine the outcome. If a no-confidence vote results in removal of BOARD member, the seat may be refilled by BOARD appointment until the next election date for the Board seat in question wherein a replacement can be...
Removal of Board Member. A Board member may be removed by the MCCF Board.
Removal of Board Member. Each Stockholder also agrees to vote, or cause to be voted, all of its Covered Shares, at each Stockholder Vote, in whatever manner as shall be necessary for the purpose of providing that:
(a) no Designee serving on the Board may be removed from office other than for cause unless (i) such removal is directed or approved by STVC or (ii) STVC is no longer entitled to designate a Designee;
(b) any vacancy created by the resignation, removal or death of a Designee shall be filled pursuant to the provisions of this Section 1 or otherwise in accordance with the Company’s certificate of incorporation (as may be amended), provided any such person shall be approved by STVC in advance; and
(c) upon the request of STVC, a Designee is removed from the Board.
Removal of Board Member. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:
(a) no director elected pursuant to Sections 4.1 or 4.2 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of stock entitled under Section 4.1 or 4.2 to designate that director (provided that any removal of a director designated pursuant to Section 4.1(e) shall also require the approval of the holders of fifty-five percent (55%) of the outstanding shares of Preferred Stock, voting together as a single class and on an as-converted basis), or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 4.1 is no longer so entitled to designate or approve such director;
(b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.1 or 4.2 shall be filled pursuant to the provisions of this Section 4; and
(c) upon the request of any party entitled to designate a director as provided in Section 4.1(a), 4.1(b) or 4.1(c) to remove such director, such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.
Removal of Board Member. The Company shall use its best efforts, and SMCP, Xxxx and XxXxxx agree to vote, or cause to be voted, all Shares owned by such party, or over which such party has voting control, from time to time and at all times, in whatever manner as shall be necessary, to ensure that:
(i) no SNI Designee may be removed from office other than for cause unless such removal is directed or approved by SNI; and
(ii) any vacancies created by the resignation, removal or death of a SNI Designee shall be filled pursuant to the provisions of this Section 10. SMCP, Xxxx and Xxxxxx each agrees to execute any written consents required to perform the obligations of this Section 10, and the Company agrees at the request of SNI to call a meeting of shareholders for the purpose of electing directors.
Removal of Board Member. Key Shareholder also agrees to vote all of his or its Key Shares from time to time and at all times in whatever manner as shall be necessary to ensure that (a) no director elected pursuant to Section 6.1(a) of this Agreement may be removed from office, other than for cause, unless (i) such removal is directed or approved by the affirmative vote of the holders of a majority of the Shares of stock entitled under Section 6.1(a) to designate that director or (ii) the person(s) or entity(ies) originally entitled to designate or approve such director pursuant to Section 6.1 (a) is no longer so entitled to designate or approve such director; and (b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 6.1 (a) shall be filled pursuant to the provisions of Section 6.1(a). Key Shareholder agrees to execute any written consents required to effectuate the obligations of this Agreement, and the Company agrees at the request of Purchaser entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors. So long as the shareholders of the Company are entitled to cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors.
Removal of Board Member. 1) The Company may by resolution remove any member of the Board before the expiration of his or her term of office and appoint another member in his stead to hold office until the expiration of the term of the first-mentioned member.
2) A resolution to remove a member of the Board pursuant to this rule must be passed by fifty (50) per cent plus one of Company Members.
3) A Director who is the subject of a proposed resolution referred to in sub-rule (a) may make representations in writing to the Secretary or President of the Company (not exceeding a reasonable length) and
