The Board of Governors. (a) Upon the terms and subject to the conditions of this Agreement and the provisions of the GPL, the Partners acknowledge and agree that complete and exclusive power to direct and control the Partnership is delegated hereby to the governing committee of five persons appointed as provided in this Article VI (the "Board of Governors"). The Partnership will be operated on a day to day basis by its officers and employees, governed by the Board of Governors.
(b) The Governors may exercise all powers of the Partnership and do all such lawful acts and things as are not by the GPL or this Agreement directed or required to be exercised or done by the Partners. Following proper notice therefor, a vote of the Board of Governors will be required with respect to the following matters and will be conducted in accordance with the terms of this Agreement:
(i) amendments to the Annual Plan, including periodic updates and amendments thereto (as set forth in Section 3.02 of the Joint Venture Agreement) and approval of the annual operating and capital budgets of the Partnership;
(ii) expenditures which, in the aggregate, for any transaction or series of related transactions, are in excess of [ * ] if such expenditures were not approved in the Annual Plan;
(iii) execution of any agreement involving payments in excess of [ * ] over its term or having a term longer than one (1) year if such agreement was not approved in the Annual Plan;
(iv) approval of limits of authority for officers of the Partnership if such limits were not set forth in the Annual Plan;
(v) borrowing (including the provision of any guarantee) in excess of borrowings authorized pursuant to the Annual Plan and any encumbering of assets of the Partnership not provided for in the Annual Plan;
(vi) the amendment or modification of the Bonus Plan; and
(vii) any other matters which by the terms hereof are reserved to the Board of Governors.
(c) Each Governor will be obliged to devote only as much of his or her time to the Partnership's business as will be reasonably required in light of the Partnership's business and objectives. A Governor will perform his or her duties as a Governor in good faith, in a manner he or she reasonably believes to be in the best interests of the Partnership, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
(d) Subject to the provisions of this Agreement, the Board of Governors is authorized and directed, as soon as practicable...
The Board of Governors and the Executive Directors to the extent authorized, may adopt such rules and regulations as may be necessary or appropriate to conduct the business of the Association.
( i ) Governors and Alternate Governors shall serve as such without compensation from the Association.
The Board of Governors. 1. The Board of Governors (hereinafter called "the Board" shall consist of representatives of Members and institutions, both public and private, set out in the Annex to this Agreement.
2. The Board shall meet in ordinary session once in every year and in extra-ordinary session as often as the Board considers necessary or expedient.
3. The Centre shall defray the expenses of Members of Board incurred to attend meetings of the Board.
4. Each Member of the Board shall have one vote.
5. The Board shall take decisions by a qualified majority of three-quarters of the votes of its membership.
6. Subject to the provisions of this Article, the Board shall determine its rules of procedure.
The Board of Governors. Amendment June 1984
(a) The Board of Governors determines the policy of the Jewish Agency for Israel and manages, supervises, controls and directs its operations and activities. All bodies (other than the Assembly), officers and officials of the Jewish Agency shall act within the policies set by the Assembly and Board of Governors and are accountable to the Board of Governors. Between meetings of the Assembly, the Board of Governors shall have full power to act for the Agency and may fix policy, provided that its acts and decisions are not inconsistent with previous decisions or instructions of the Assembly.
(b) The Board of Governors may determine and alter the number of Agency Departments and their areas of responsibility.
(c) The Chairperson of the Board of Governors, in consultation with the Chairperson of the Executive, shall appoint a Standing Budget and Finance Committee from amongst Members, Honorary Members, Associate Members of the Board of Governors and Assembly Members, and may appoint, in consultation with the Chairperson of the Executive, sub-committees of the Budget and Finance Committee and their chairpersons and deputy chairpersons, if any. Members of the Standing Budget and Finance Committee need not be members of the Executive. The Budget and Finance Committee shall, inter alia, prepare the budgetary recommendations for the Executive. The Committee shall report to the Board of Governors.
The Board of Governors. Article Thirty:
(a) The Board of Governors shall consist of one Governor and one Deputy Governor appointed by each Member of the Fund for a term of five years, unless the Member sees fit to change either one of them during that period; they may also be reappointed. The Board shall elect annually from among its Members, one of the Governors as its Chairman, in alternation.
(b) The Board of Governors shall be regarded as the General Assembly of the Fund and shall hold all the administrative powers; it may delegate to the Board of Executive Directors, the authority to exercise any of its powers except the following:
1. Admission of new Members;
2. Increasing capital;
3. Determining the distribution of the net income of the Fund;
4. Appointing external auditors and approving the annual financial statements; 5 Settling disputes concerning the interpretation of the provisions of this Agreement.
The Board of Governors
