Resignation, Removal and Vacancies. Any director may resign at any time by giving written notice to the Board, the Chairman, the President or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the stockholders pursuant to Section 2.10 of Article II. Vacancies occurring on the Board for any reason may be filled by vote of the stockholders or by the stockholders' written consent pursuant to Section 2.10 of Article II, or by vote of the Board or by the directors' written consent pursuant to Section 3.6 of this Article III. If the number of directors then in office is less than a quorum, such vacancies may be filled by a vote of a majority of the directors then in office.
Resignation, Removal and Vacancies. (a) Any officer may resign at any time by giving written notice to the President or the Secretary of the Company, and such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, when accepted by action of the Board of Managers. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.
(b) All officers and agents elected or appointed by the Board of Managers shall be subject to removal at any time by the Board of Managers with or without cause.
(c) Vacancies in all Executive Officer positions may only be filled by the majority vote of the Representatives on the Board of Managers. In each instance where a vacant Executive Officer position is to be filled, Marathon, after consultation with the Company, shall first send Ashland a notice which discloses the name and details of the candidate for the vacant Executive Officer position that the Representatives of Marathon will nominate and vote in favor of for such position. Ashland shall thereafter have the right, by notice to the Company and Marathon within ten days after receipt of such notice from Marathon, to veto such candidate. Each candidate that Marathon proposes for a vacant Executive Officer position shall be a bona fide candidate who is willing and able to serve and who Marathon in good faith believes is qualified to fill such vacant Executive Officer position (a “Qualified Candidate”). In the event Ashland exercises its veto with respect to a Qualified Candidate, the vacancy will be filled by the majority vote of the Representatives on the Board of Managers.
Resignation, Removal and Vacancies. (a) Any Manager may resign at any time by giving written notice to the Board. The resignation of any Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If any Manager is the subject of civil or criminal charges instituted by a Governmental Authority based upon allegations of breach or violation of securities Laws or the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., or is indicted, convicted or enters a plea of no contest or nolo contendere to any felony or other crime involving moral turpitude, then such Manager shall immediately resign from the Board or the Member(s) who appointed such Manager shall immediately remove such Manager from serving as a Manager and shall appoint another Person to fill the vacancy on the Board resulting from such Manager’s removal.
(b) Any Manager may be removed at any time, with or without cause, by (and only by) the action of the Common Units Member. The Chairman may be removed at any time, with or without cause, by (and only by) the majority of the other Managers. The removal of a Manager shall be effective only upon receipt of notice thereof by the remaining Managers.
(c) Any vacancy in the number of Managers occurring for any reason shall be filled promptly by the appointment of, as applicable, (i) new Manager(s) by the Common Units Member or (ii) a new Chairman, by the majority of the Members. The appointment of a new Manager is effective upon receipt of notice thereof by or at such time as shall be specified in such notice to the remaining Managers.
Resignation, Removal and Vacancies. Any director may resign at any time by giving written notice of his or her resignation to the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the stockholders pursuant to Section 1.03 of these Bylaws. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
Resignation, Removal and Vacancies. An officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the Board. The resignation is effective when the notice is received unless the notice specifies a later effective date. Unless specified in the notice, the acceptance of such resignation by the Board shall not be necessary to make it effective. An officer may be removed at any time, with or without cause, by the affirmative majority vote of the other directors then in office, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer shall not in itself create contract rights. A vacancy in any office may be filled by the affirmative majority vote of the directors, even if less than a quorum. A director elected to fill an officer vacancy shall hold the office for the unexpired term of the director's predecessor in office, or until such officer's earlier death, resignation or removal. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new officer may not take office until the vacancy occurs.
Resignation, Removal and Vacancies. (a) Each Designated Manager may be removed or replaced at any time by the Member at the direction or request and in the sole discretion of the General Partner Member(s) (or a Designated Affiliate thereof) that designated such Manager, in compliance with the terms of the General Partner Agreement. Immediately upon such time that a General Partner Member Group ceases to retain a Relevant Holding with respect to any Designated Manager, the General Partner Member(s) of such General Partner Member Group will take all actions as may be necessary to remove or cause the removal or resignation of the appropriate Designated Manager, effective as of the date that such General Partner Member Group ceased to retain such Relevant Holding, and in the event that such General Partner Member(s) fail to remove or cause the removal or resignation required by this sentence prior to the next meeting of the Cleco Power Board, then the Cleco Power Board shall have the right to remove one (1) or more Designated Managers designated by such General Partner Member(s) such that the total number of Designated Managers designated by such General Partner Member(s) corresponds to the number of Relevant Holdings then held by such General Partner Member Group.
(b) An Independent Manager or the Special Independent Manager may be removed or replaced prior to the end of his or her term by Board Supermajority Consent; provided, that in the case of removal of the Special Independent Manager, the effectiveness of such removal shall be subject to compliance with the requirements of Section 4.02(d).
(c) Any Manager may resign at any time by giving written notice to the Cleco Power Board. The resignation of any Manager shall take effect upon receipt of notice thereof or 14 at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective; provided, that in the case of the resignation of the Special Independent Manager, the effectiveness of such resignation shall be subject to compliance with the requirements of Section 4.02(d).
(d) A Manager shall be removed from the Cleco Power Board if, at any time, such Manager is the subject of civil or criminal charges instituted by a Governmental Authority based upon allegations of breach or violation of securities laws or the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., or is indicted, convicted or enters a plea of no contest or nolo ...
Resignation, Removal and Vacancies. (a) Any officer may resign at any time by giving written notice to the Chairperson, the President or the Secretary of the Company, and such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, when accepted by action of the Board of Managers. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.
(b) All officers and agents elected or appointed by the Board of Managers shall be subject to removal at any time by the Board of Managers, with or without cause.
(c) A vacancy in any office may be filled for the unexpired portion of the term in the same manner as provided for election or appointment to such office.
Resignation, Removal and Vacancies. (a) Any director may resign at any time by giving written notice to the Board or the President. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(b) When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.
(c) Unless otherwise provided in the Certificate, a certificate of designations or these By-laws:
(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate or any certificate of designation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes thereof in office, or by a sole remaining director so elected.
(d) Unless otherwise restricted by statute, by the Certificate or by these By-laws, any director or the entire Board may be removed, with or without cause, at any time, by vote of the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the stockholders pursuant to Section 2.12 of Article II.
Resignation, Removal and Vacancies. (a) Any officer may resign at any time by giving written notice to the President or the Secretary of the Company, and such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, when accepted by action of the Board of Managers. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.
Resignation, Removal and Vacancies. Each of the directors elected pursuant to Sections 2.2(a), 2.2(b) or 2.2(c) shall hold office, subject to his resignation or earlier removal from the Board in accordance with the following sentence, the Certificate, the Bylaws and applicable law, until his successor shall have been elected and shall have been duly qualified. No Stockholder shall vote to remove any director elected pursuant to Sections 2.2(a), 2.2(b) and 2.2(c), other than for cause, or to fill any vacancy created by the resignation or removal of a director elected pursuant to Sections 2.2(a), 2.2(b) and 2.2(c) unless such action shall have been approved by the Stockholders entitled to nominate and elect such director in accordance with the provisions of the Certificate and Sections 2.2(a), 2.2(b) and 2.2(c) (in which case the Stockholders shall vote to remove any such director upon the election of the Stockholders entitled to nominate such person). If the CEO Director resigns or is removed from his or her position as the Chief Executive Officer of the Company, then such person shall be removed from the Board and each Stockholder shall vote all of their respective Voting Securities (or shall consent pursuant to an action by written consent of the Stockholders) to effect such removal or to consent in writing to effect such removal.
