Common use of Resignation of a Director Clause in Contracts

Resignation of a Director. Subject to Section 11.5, a Director may voluntarily resign or withdraw from the Fund, but only upon compliance with all of the following procedures: (a) the Director shall give notification to the Board of Directors that he or she proposes to withdraw; (b) subject to Section 7.1(b), the remaining members of the Board shall designate a successor Director pursuant to Section 7.1(d) who shall hold such office until such Director's successor has been approved and elected by the Members as required under the 1940 Act; (c) the Board shall designate only an Independent Director to replace a withdrawing or retiring Independent Director; and (d) the withdrawing Director shall cooperate fully with the successor Director so that the responsibilities of the withdrawing Director may be transferred to the successor Director with as little disruption of the Fund's business and affairs as practicable.

Appears in 2 contracts

Samples: Operating Agreement (Oxbow Fund LLC), Operating Agreement (Oxbow Fund LLC)

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Resignation of a Director. Subject to Section 11.5, a Director may voluntarily resign or withdraw from the Fund, but only upon compliance with all of the following procedures: (a) the Director shall give notification to the Board of Directors that he or she proposes to withdraw; (b) subject to Section 7.1(b), the remaining members of the Board shall designate a successor Director pursuant to Section 7.1(d) who shall hold such office until such Director's successor has been approved and elected by the Members as required under the 1940 Actelected; (c) the Board shall designate only an Independent Director to replace a withdrawing or retiring Independent Director; and (d) the withdrawing Director shall cooperate fully with the successor Director so that the responsibilities of the withdrawing Director may be transferred to the successor Director with as little disruption of the Fund's business and affairs as practicable.

Appears in 1 contract

Samples: Operating Agreement (Oxbow Fund LLC)

Resignation of a Director. Subject to Section 11.5, a Director may voluntarily resign or withdraw from the Fund, but only upon compliance with all of the following procedures: (a) the Director shall give notification to the Board of Directors that he or she proposes to withdraw; (b) subject to Section 7.1(b), the remaining members of the Board Management Committee shall designate a successor Director pursuant to Section 7.1(d) who shall hold such office until such Director's successor has been approved and elected by the Members as required under the 1940 Actelected; (c) the Board Management Committee shall designate only an Independent Director to replace a withdrawing or retiring Independent Director; and (d) the withdrawing Director shall cooperate fully with the successor Director so that the responsibilities of the withdrawing Director may be transferred to the successor Director with as little disruption of the Fund's business and affairs as practicable.

Appears in 1 contract

Samples: Operating Agreement (Oxbow Fund LLC)

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Resignation of a Director. Subject to Section 11.5, a Director may voluntarily resign or withdraw from the Fund, but only upon compliance with all of the following procedures: (a) the Director shall give notification to the Board of Directors that he or she proposes to withdraw; (b) subject to Section 7.1(b), the remaining members of the Board shall designate a successor Director pursuant to Section 7.1(d) who shall hold such office until such Director's successor has been approved and elected by the Members as required under the 1940 Act; (c) the Board shall designate only an Independent Director to replace a withdrawing or retiring Independent Director; and (d) the withdrawing Director shall cooperate fully with the successor Director so that the responsibilities of the withdrawing Director may be transferred to the successor Director with as little disruption of the Fund's business and affairs as practicable.

Appears in 1 contract

Samples: Operating Agreement (Oxbow Fund LLC)

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