Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.
Filling of Vacancies Section 1. The Agency desires to fill bargaining unit vacancies with the best suited applicants available. Within that context, the Agency intends to insure that protected classes are given an opportunity to compete for all openings within the bargaining unit. The Agency will determine the manner and method of selection and determine the individual to fill a vacancy.
Section 2. The Agency will post for a minimum of five (5) consecutive days the job vacancy that occurs in the bargaining unit which the Agency intends to fill, setting forth the job title, duties, qualifications and salary range. All bargaining unit employees qualified by training and experience will have the right to apply for the position.
Section 3. If the position is offered for promotion or transfer, and two (2) or more employees possess equal qualifications and are the highest qualified candidates for the position, the Agency will give preference to an employee's length of service with the Agency. A candidate not selected may request the hiring supervisor to provide feedback regarding what the candidate could do to improve his/her potential for selection for future vacancies.
Section 4. When the Agency chooses to fill a vacancy by lateral transfer, it shall not unilaterally transfer an employee on an arbitrary basis. If the Agency considers voluntary transfer requests, the employee who is determined by the Agency to be the best qualified to meet the knowledge, skills and abilities for the vacant position will be appointed. If two (2) or more employees wishing to laterally transfer have demonstrated equal knowledge, skills and abilities for the position, the most senior will be appointed.
Section 5. A person accepting a Limited Duration (LD) appointment shall be notified and acknowledge in writing that s/he accepts the conditions of the appointment, which shall include the following:
a. The appointment is of limited duration.
b. The appointment may cease at any time.
c. The LD appointee shall have no layoff rights except as provided in (d) below.
d. An Agency employee appointed from a permanent position with regular status in the classified State service immediately prior to the LD appointment shall be reinstated to his/her former permanent regular status classification in the Agency when the LD appointment is terminated. The reinstatement right shall be on the same basis as the former regular status position, for example, if the employee was a part-time or job share, the reinstatement is on a part-time or job share basis. If the employee is appointed to a subsequent LD appointment(s) in the Agency without a break in employment prior to reinstatement to his/her former permanent regular status classification, the employee shall retain his/her right to reinstatement. If a position is not available for reinstatement, then the employee is entitled to layoff rights. Reinstatement rights provided herein shall not apply if charges are filed and he/she is discharged as provided in Article 11 (Discipline and Discharge).
e. The LD appointee in all other respects has all rights and privileges of other classified employees including but not limited to wages, benefits and Union representation under this Agreement.
Section 6. For recruitments where the veteran has been determined to be otherwise qualified and the selection process results in a quantified score, Senate Xxxx 822, Section 2 (1) (a) and (b) shall apply. If this process results in two or more candidates deemed equal and the Employer elects to appoint one of the candidates, the veteran shall be appointed, the seniority provisions of the respective collective bargaining agreements notwithstanding. For recruitments where the decision to hire or promote rests with a process that does not result in a score, the employer must give the veteran special consideration in such process per SB 822, Section 2 (1) (c). The provisions of Senate Xxxx 822 do not apply to grievance settlements, court mandates, Agency recall from layoff and injured worker returns to employment. Secondary recall lists are applicable to the provisions of Senate Xxxx 822.
Posting and Filling of Vacancies 8.1(1) When a permanent vacancy occurs within a classification covered by this agreement, which the Employer intends to fill, after the Employer applies the internal job transfer bidding procedure and the ultimate vacancy is thereby identified, such vacancy shall be advertised for ten (10) calendar days provided that nothing herein shall prevent the Employer from advertising such vacancy throughout its system or outside during the ten (10) day period. Probationary employees may, at the sole discretion of the Employer, be considered for another position outside their classification after the signing date of this agreement. The Company reserves the sole and absolute right to carry out any applicable interviewing or testing that is necessary in its opinion. All test processes will be approved by qualified Human Resources staff. An employee will only be allowed to take one test failure for each different job classification bid every four (4) months. Current employees applying for positions which involve increased driving responsibilities must meet corporate driving standards and provide with application a current driving abstract. The opinion of the Employer shall not be exercised in an arbitrary or discriminatory manner.
8.1(2) Internal Job Transfer Bidding Procedure
8.1(3) This internal job transfer bidding procedure is within a given classification as follows:
8.1(4) All employees within each classification, when requested, must submit a “standing application” to transfer to any existing alternate home base or location, shift, shift hours, days off (in order of preference), to transfer from part-time to full-time status, or to indicate that they wish no change, whichever is applicable to each individual within their current classification.
8.1(5) A copy of such standing application submitted will be furnished to the employee. Since a standing application will remain valid indefinitely until it results in action or is replaced by the employee, it is the responsibility of the employee to ensure that a standing application always reflects the employee’s current preferences.
8.1(6) (i) When a permanent classification position vacancy is to be filled, all standing applications will immediately be reviewed with the intention of awarding transfers (including any “resultant” transfers) in order of classification seniority in the following sequence, where applicable:
(a) transfer of a full-time employee from one home base or location to another or as referred to above;
(b) transfer of an employee from part-time to full- time status;
(c) transfer of part-time employees from one home base or location to another or as referred to above; and
(d) transfer of full-time employees to part-time.
Appointment of Directors The Company hereby covenants and agrees to take such action, promptly following the Closing Date, as is necessary to (i) increase the number of positions on the Board of Directors to seven and (ii) cause an individual designated by Caduceus (any such individual a “Purchaser Designee”) to be appointed to the Board of Directors until the next annual general meeting of the Company. The initial Purchaser Designee shall be Xxxxx Xxxxxxxx, M.D. The Company further covenants and agrees to take such action as is necessary to present another Purchaser Designee, being Xxxxxxxx Xxxx, for election to the Board of Directors of the Company at the Shareholders’ Meeting, and to recommend in the management information circular to be distributed in connection with the Shareholders’ Meeting that shareholders vote in favor of Xx. Xxxx’x election. The Company further covenants and agrees that, provided the OrbiMed Purchasers and their Affiliates hold not less than 5,800,000 Shares, it shall include the two Purchaser Designees on management’s slate of nominees for election to the Board of Directors of the Company at the next ensuing, and each subsequent, annual general meeting of the Company; provided, however, that any vacancies created by the death, resignation or removal of either or both of the Purchaser Designees shall be promptly filled by the Board of Directors upon receipt of instructions from Caduceus (the “Replacement Designees” and together with the Purchaser Designees, the “OrbiMed Designees”). Such Replacement Designees shall serve until the Company’s next ensuing annual general meeting and, at such meeting and each subsequent, annual general meeting of the Company, shall be included on management’s slate of nominees for election to the Board of Directors. The parties agree that the Company’s obligations in connection with this Section 4.12 are subject to each OrbiMed Designee meeting the qualification requirements of the Business Corporations Act (British Columbia), and of the Toronto Stock Exchange and delivering to the Company all documents required pursuant thereto, including a personal information form.
Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board.
(b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors.
(c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee.
(d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board).
(e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5.
(f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.
Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.
Vacancies and Newly Created Directorships Except as otherwise provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreements. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.
Posting of Vacancies Vacancies occurring during the school year may be temporarily filled to avoid undue disruption of the educational program. The procedures in this section will be followed for filling vacancies for a subsequent school year. A notice setting forth information that accurately describes the vacancy shall be posted electronically. Except in cases of emergency, the vacancy will not be filled until seven (7) calendar days have elapsed since delivery and posting of the notice as set forth above has occurred. Where specific training, experience, and other qualifications are a prerequisite for anyone to fill the vacancy, such requirement shall be set forth in the notice. Reassignments within a school building may occur prior to posting a vacancy. The Association president or designee is concurrently given written notice of any such reassignment. Consequently, a retirement, resignation, addition at a grade level or mid-year staffing could result in a notice of vacancy that differs from the original opening within the building. When a bargaining unit member with interest in a particular potential vacancy provides the Superintendent or designee in writing prior to the last bargaining unit member attendance day of the school year with contact information, such as e-mail address, street address and phone number, the Administration shall notify the bargaining unit member of any vacancy occurring during the summer in which the bargaining unit member has expressed an interest. A bargaining unit member so notified shall be responsible to contact the Administration within seven (7) calendar days following a good faith effort to give the bargaining unit member notice, should the bargaining unit member elect to apply for the vacancy. If the District offers a summer school or other extended school year program, notice of all vacancies for the program shall be published in the manner provided for herein and shall not be filled until seven (7) calendar days have elapsed. Compensation shall be in accordance with the Agreement. When Schedule B vacancies occur, the following procedures will be followed:
1. Principals shall email all Schedule B vacancies to all bargaining unit members in their school building and allow bargaining unit members a period of seven (7) calendar days to express written interest in the vacancy. In the event no qualified bargaining unit member expresses written interest during the seven (7) calendar days, a District-wide posting, consistent with the procedure set forth in Section 6.6.2.1 and Section 9.8.10 shall occur for an additional seven (7) calendar days.
2. The Association president or designee shall be copied on all Schedule B vacancy emails within a building. All bargaining unit member’s written interest shall be acknowledged in writing by the appropriate administrator.
3. Principals shall annually reopen Schedule B positions which are currently filled by non- bargaining unit members to all bargaining unit members in their school building for seven (7) calendar days before the end of the school year.
4. Vacancies occurring during the school year may be temporarily filled to avoid undue disruption of the educational program.
5. Preference shall be given to a bargaining unit member over a non-bargaining unit member when both are equally qualified. In order to afford elementary bargaining unit members the opportunity to perform extra tasks such as ticket-taking, such semester or seasonal jobs will first be emailed to bargaining unit members within a building and if not filled, will then be posted on the District website for all bargaining unit members before such work is offered to non-bargaining unit staff or persons not employed by the District.
Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a
Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.