Specific Duties of Officers Sample Clauses

Specific Duties of Officers. (a) The Chairperson, who shall be chosen from among the Shareholder Representatives, shall be elected by the Shareholder’s Board to hold office until his successor is appointed. The Chairperson, if present, shall chair meetings of the Shareholder’s Board. A person shall cease to be a Chairperson if such person ceases to be a Shareholder Representative. (b) The President shall be elected by the Shareholder’s Board to hold office until his successor is appointed. The person selected to be the President may be but need not be a Shareholder Representative. The Shareholder’s Board may determine by Regular Vote to hire the President as a full or part-time employee of the Corporation and/or as a consultant to the Corporation on such terms as is determined by the Shareholder’s Board. Subject to the direction of the Shareholder’s Board, the President shall be responsible for the general supervision, management and control of the business of the Corporation. (c) The Secretary shall be elected by the Shareholder’s Board to hold office until his successor is appointed. The Secretary shall prepare the agenda for all meetings of the Shareholder’s Board, shall prepare minutes of such meetings and shall be responsible for the safekeeping of the books and records of the Corporation.
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Specific Duties of Officers. 5.2.1 The Chair of the Board, if present, shall chair meetings of the Board and of the Members. The Chair of the Board shall be a member of the Board and shall be appointed from the Independent Directors. 5.2.2 The President shall be the President of the Company. Subject to the general supervision and direction of the Board, the President shall be responsible for the general supervision, management and control of the operations of the Company on a day-to-day basis. The President shall, in fulfilling such duties, operate within the Purpose to provide the services as set forth in Section 2.1 hereof. Subject to the provisions herein relating to the User Committee and approvals required from, or consultations to be held with, the User Committee, the President will consult with the User Committee, from time to time as the President may determine, for advice and direction on the operational implication of decisions proposed for the Company which may affect any Company Services, the operations of the Company, and matters relating to the Authorized Operating Budget or the Authorized Capital Budget. Within the constraints of the Authorized Budget and the Authorized Capital Budget, and subject to any determination of the Board or the Members, the President shall implement the decisions as so determined. Notwithstanding the generality of the foregoing, the President will: 5.2.2.1 manage the operations of the Company to meet the requirements of the users within the Purpose; 5.2.2.2 either directly or through the President's designate, meet with the User Committee and Service Committees and assist the User Committee in determining the Established Standards of Services, as hereinafter provided;
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Specific Duties of Officers. (a) The Chairperson shall be elected by the Shareholders= Board from among the Shareholder=s Representatives to hold office for one year or until his successor is elected. The Chairperson, if present, shall chair meetings of the Shareholders= Board. (b) The President shall be elected by the Shareholders= Board from among the Shareholder=s Representatives to hold office for one year or until his successor is elected. Subject to the direction of the Shareholders= Board, the President shall be responsible for the general supervision, management and control of the business of the Corporation. (c) The Secretary shall be elected by the Shareholders= Board to hold office for one year or until his successor is elected. The Secretary need not be a Shareholder=s Representative. The Secretary shall prepare the agenda for all meetings of the Shareholders= Board, shall prepare minutes of such meetings and shall be responsible for the safekeeping of the books and records of the Corporation.
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Specific Duties of Officers. (a) The Chairperson shall be appointed by the Board from among the members of the Board to hold office for one year or until his or her successor is elected. Unless the Board determines otherwise, the Chairperson must be appointed on an alternating basis each year from among those directors elected by the Eligible Recipients (the holders of Class A shares and the Class B Shares) and from among those directors elected by the Required Contributors (the holders of the Class C Shares, the Class D Shares and the Class E Shares). The Chairperson, if present or participating, shall chair meetings of the Board. (b) The President shall be appointed by the Board to hold office for one year or until his or her successor is elected. The President need not be a director. If the President is appointed from among the members of the Board, the President must be appointed on an alternating basis each year, opposite to the manner of appointing the Chairperson, from among those directors elected by the Eligible Recipients (the holders of Class A Shares and Class B Shares) and from among those directors elected by the Required Contributors (the holders of the Class C Shares, the Class D Shares and the Class E Shares). Subject to the direction of the Board, the President shall be responsible for the general supervision, management and control of the business of the Corporation. (c) The Secretary shall be appointed by the Board to hold office for one year or until his or her successor is elected. The Secretary need not be a director. The Secretary shall prepare the agenda for all meetings of the Board, shall prepare minutes of such meetings and shall be responsible for the safekeeping of the books and records of the Corporation.
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Related to Specific Duties of Officers

  • Duties of Officers Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

  • Duties of Officers Generally The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

  • Other Duties of OFI OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to its operations for the shareholders of the Fund; composition of proxy materials for meetings of the Fund's shareholders and the composition of such registration statements as may be required by federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Fund with adequate office space, facilities and equipment.

  • Other Duties of OFI GLOBAL OFI GLOBAL shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to its operations for the shareholders of the Fund; composition of proxy materials for meetings of the Fund’s shareholders and the composition of such registration statements as may be required by federal securities laws for continuous public sale of shares of the Fund. OFI GLOBAL shall, at its own cost and expense, also provide the Fund with adequate office space, facilities and equipment.

  • Election of Officers After their election the Managers shall meet and organize by electing a President from their own number, a Secretary and a Treasurer, and any other officers determined to be necessary by the Board, who may, but need not, be Managers. Any two or more of such offices, except those of President and Secretary, may be held by the same person.

  • Compensation of Officers The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

  • DUTIES OF MSS 1.01 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints MSS to act, and MSS agrees to act, as transfer agent for the Trust’s authorized and issued shares of beneficial interest of each class of each portfolio of the Trust (the “Shares”), and as dividend disbursing and redemption agent for the Trust. 1.02 MSS agrees that it will perform the following services: (a) In accordance with procedures established from time to time by agreement between the Trust and MSS, MSS shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefore to the Custodian of the Trust authorized by the Board of Trustees of the Trust (the “Custodian”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account; (iii) Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation therefore to the Custodian; (iv) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (v) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vi) Prepare and transmit payments for dividends and distributions declared by the Trust; (vii) Maintain records of account for and advise the Trust and its Shareholders as to the foregoing; (viii) Maintain an Anti-Money Laundering Program in compliance with the USA Patriot Act of 2001 and regulation thereunder, and provide to the Trust a copy of MSS’s Anti-Money Laundering Program; (ix) Perform such services as are necessary to implement and enforce the Trust’s Anti-Money Laundering Program; (x) Provide necessary and reasonable access to properly authorized federal examiners so that they can obtain all necessary information and records relating to the AML Program and to inspect MSS’s implementation and operation of the AML Program; and (xi) Record the issuance of shares of the Trust and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of shares of the Trust which are authorized, based upon data provided to it by the Trust, and issued and outstanding. MSS shall also provide the Trust on a regular basis with the total number of shares which are authorized, issued and outstanding and shall have no obligation, when recording the issuance of shares, to monitor the issuance of such shares or to take cognizance of any laws relating to the issue or sale of such shares, which functions shall be the sole responsibility of the Trust. (b) In addition, MSS shall perform all of the customary services of a transfer agent, dividend disbursing and redemption agent, including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and prospectuses to current Shareholders, withholding taxes for U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information and provide a system and reports which will enable the Trust to monitor the total number of Shares sold in each State. Procedures applicable to certain of these services may be established from time to time by agreement between the Trust and MSS.

  • Appointment of Officers The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.

  • Removal of Officers Any officer or agent may be removed by the Board of Managers at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create or be deemed to create any contract rights.

  • Duties of Advisor The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Wellington Management Portfolio; to continuously review, supervise, and administer an investment program for the Wellington Management Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund with all records concerning the activities of the Advisor that the Fund is required to maintain; and to render regular reports to the Trust's officers and the Board of Trustees concerning the discharge of the foregoing responsibilities. The Advisor will discharge the foregoing responsibilities subject to the supervision and oversight of the Trust's officers and the Board of Trustees, and in compliance with the objective, policies, and limitations set forth in the Fund's prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the Advisor in writing, and applicable laws and regulations. The Advisor agrees to provide, at its own expense, the office space, furnishings and equipment, and personnel required by it to perform the services on the terms and for the compensation provided herein.

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