The Director and Staff Sample Clauses

The Director and Staff. 1. The Centre shall have a Director appointed by the Governing Council on such conditions as it may determine. He shall be appointed for a term of four years. 2. The Director shall be the legal representative of the Centre. He shall direct the work of the Centre in accordance with the policy and decisions adopted by the Governing Council, and under the guidance of the Executive Committee. 3. The Director shall, through the Executive Committee, submit to the Governing Council at each regular session: (a) A report on the work of the Centre, as well as the audited accounts; and (b) A draft programme of work of the Centre and a draft budget. 4. The Director shall convene the sessions of the Governing Council, the Executive Committee and the Technical Committee, and all other meetings of the Centre. He shall provide the secretariat for such meetings, and shall have the right to participate in these meetings. 5. The Director shall be assisted by a Deputy Director, appointed by the Director with approval of the Executive Committee. If and for so long as the Director should be unable to perform his duties, the Deputy Director shall have the powers and duties entrusted to the Director under this Agreement. 6. The Deputy Director and the other staff members of the Centre shall be appointed by the Director in accordance with the policy, general standards and guidelines laid down by the Governing Council. In appointing the staff of the Centre, the Director shall ensure the highest standards of efficiency, pro fessional competence and integrity. In appointing staff to posts at levels to be determined by the Governing Council, the Director shall also pay due regard to the importance of selecting personnel recruited from Member States of the Centre on as wide a geographical basis as possible. 7. The staff of the Centre shall be responsible to the Director. They shall not seek or receive instructions in regard to the performance of their duties from any authority external to the Centre.
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The Director and Staff. 1. INFOFISH shall have a Director appointed by the Governing Council on such conditions as it may determine. 2. The Director shall be the legal representative of INFOFISH. He shall direct the work of INFOFISH under the guidance of the Governing Council, in accordance with its policy and decisions. 3. The Director shall submit to the Governing Council at each regular session: (a) a report on the work of INFOFISH, as well as the audited accounts; and (b) a draft programme of work of INFOFISH and a draft budget. 4. The Director shall prepare and organize the sessions of the Governing Council, the Technical and Advisory Board, and all other meetings of INFOFISH. He shall provide the secretariat for such meetings and attend them. 5. The Director, if he deems fit, may propose to the Governing Council that a Deputy Director be appointed who would have the powers and duties entrusted to the Director under this Agreement, if and for so long as the Director were unable to perform his duties. 6. Staff members shall be appointed by the Director in accordance with the policy, general standards and guidelines laid down by the Governing Council and in accordance with the Staff Regulations.
Sample 1Sample 2
The Director and Staff. 1. EUROFISH shall have a Director appointed by the Governing Council on such conditions as it may determine. 2. The Director shall be the legal representative of EUROFISH. The incumbent shall direct the work of EUROFISH under the guidance of the Governing Council, in accordance with its policy and decisions. 3. The Director shall submit to the Governing Council at each regular session: (a) a report on the work of EUROFISH, as well as the audited accounts; and (b) a draft programme of work of EUROFISH and a draft budget. 4. The Director shall prepare and organise the sessions of the Governing Council and of the committees and working groups as well as the other meetings convened by EUROFISH. He/she shall provide the secretariat for all meetings and attend them. 5. The Director, if he/she deems fit, may propose to the Governing Council that a Deputy Director be appointed who would have the powers and duties entrusted to the Director under this Agreement, if and for so long as the Director were unable to perform his/her duties. 6. Staff members shall be appointed by the Director in accordance with the policy, general standards and guidelines laid down by the Governing Council and in accordance with the Staff Regulations. 1. The financial resources of EUROFISH shall be: (a) the annual contributions of the Members; (b) the revenue obtained from the provision of services against payment, which include: consultant fees for its technical services and subscriptions to EUROFISH publications, sales of information, paid advertisements in EUROFISH publications; (c) donations, provided that acceptance of such donations is compatible with the objectives of EUROFISH; and (d) such other resources as are approved by the Governing Council and compatible with the objectives of EUROFISH. 2. Members undertake to pay annual contributions in freely convertible currencies to the regular budget of EUROFISH. There shall be for each Member a minimum contribution determined by the Governing Council. The Governing Council shall establish a scale of contributions, approved by unanimous vote, taking account of GDP per capita, population, total fish exports value, fish imports value and production outputs. At each regular session, the Governing Council shall, by a majority of three-quarters of all its Members, determine the regular budget for the following year. 3. EUROFISH shall be operated having regard to generally accepted commercial principles. To this end, EUROFISH shall charge for ...
Sample 1
The Director and Staff. 1. INFOPÊCHE shall have a Director appointed by the Governing Council on such conditions as it may determine. The tenure of the Director is three years. His term may be renewed by decision of the Governing Council. 2. The Director shall be the legal representative of INFOPÊCHE. He shall direct the work of INFOPÊCHE under the guidance of the Governing Council, in accordance with its policy and decisions. 3. The Director shall submit to the Governing Council at each regular session: (a) a report on the work of INFOPÊCHE, as well as the audited accounts; and (b) a draft programme of work of INFOPÊCHE and a draft budget. 4. The Director shall prepare and organize the sessions of the Governing Council and all other meetings of INFOPÊCHE. He shall provide the secretariat for such meetings and attend them. 5. The Governing Council may decide to appoint a Deputy Director. The Deputy Director would have the powers and duties entrusted to the Director under this Agreement, if and for so long as the Director were unable to perform his duties. 6. Should it deem it necessary, the Governing Council may accept that the Director and the Deputy Director of INFOPÊCHE be persons seconded by States or international organizations. 7. Staff members shall be appointed by the Director in accordance with the policy, general standards and guidelines laid down by the Governing Council and in accordance with the Staff Regulations.
Sample 1

Related to The Director and Staff

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

  • Directors The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

  • Members (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member and or a Class B Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares and the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

  • Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Expenses of Directors The Company shall promptly reimburse in full, each director of the Company who is not an employee of the Company for all of his reasonable out-of-pocket expenses incurred in attending each meeting of the Board of Directors of the Company or any Committee thereof.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

  • Advice of the Fund and Service Providers If ALPS is in doubt as to any action it should or should not take, ALPS may request directions, advice, or instructions from the Fund or, as applicable, the Fund’s investment adviser, custodian, or other service providers.

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