Common use of The President and Chief Executive Officer Clause in Contracts

The President and Chief Executive Officer. The President and Chief Executive Officer shall, subject to the direction of, and subject to general or specific resolutions approved by, the Board of Directors, (a) preside at all meetings of the stockholders at which he is present, and be the chief executive officer of the Corporation, (b) have general control and supervision of the policies and operations of the Corporation, see that all orders and resolutions of the Board of Directors are carried into effect, and report to the Board of Directors, (c) manage and administer the Corporation's business and affairs and perform all duties and exercise all powers usually pertaining to the office of a chief executive officer of a corporation, (d) have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation is affixed, (e) have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the President and Chief Executive Officer or the Board of Directors, and (f) have such other powers as are contemplated by the other provisions of these By-Laws. The President and Chief Executive Officer shall perform such other duties and have such other powers as the Board of Directors or the Chairman may from time to time prescribe. Notwithstanding the foregoing, and whether or not the President and Chief Executive Officer shall then be in office, (i) the Board of Directors may elect the Chairman to act as the chief executive officer of the Corporation, and (except to the extent required by the General Corporation Law of the State of Delaware) may grant and delegate to the Chairman, acting in such capacity, any or all of the authority, powers and duties, that otherwise may be held, exercised or performed by the President and Chief Executive Officer as provided in these By-Laws, and (ii) in the event that the Board of Directors elects the Chairman to act as the chief executive officer of the Corporation, the President and Chief Executive Officer shall no longer be the chief executive officer of the Corporation, and shall not hold, exercise or perform any authority, powers or duties as an officer of the Corporation other than as the Board of Directors or the Chairman may prescribe.

Appears in 3 contracts

Samples: Restated by Laws (Riverwood Holding Inc), Restated by Laws (Riverwood Holding Inc), Restated by Laws (Riverwood Holding Inc)

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The President and Chief Executive Officer. The Board of Directors shall appoint a President and Chief Executive Officer shall(“President/CEO”) for the purpose of fulfilling the day-to-day operations of the Association. The President/CEO shall not be a member of the Board of Directors and is not eligible to vote or hold elective office, subject but shall be considered an Officer of the Association in the conduct of his specified responsibilities in the operation of the Association, including serving as the Association’s Secretary The President/CEO shall perform such other duties as may, from time to the direction oftime, be assigned by these Bylaws and subject to general or specific resolutions approved by, by the Board of Directors, or are usually incident to the office, including the following: (a) preside at The President/CEO shall serve as the primary focal point for all affairs of the Association. It is the function of President/CEO to understand the goals of the Board, determine the course of action, and then execute the plan in a timely and efficient manner. The President/CEO shall exercise discretion and use sound judgment in the execution of his/her responsibilities. The President/CEO shall work closely with the AUVSI Committee chairpersons to ensure that their agendas are implemented. (b) The President/CEO shall be responsible for the routine conduct of business, and the maintenance of the membership rolls and Association records and archives, including the proceedings of all meetings of the stockholders at which he is present, Membership and be the chief executive officer of the Corporation, (b) have general control and supervision of the policies and operations of the Corporation, see that all orders and resolutions of the Board of Directors are carried into effect, and report to the Board of Directors, . The President/CEO’s responsibilities also include oversight of (c) manage and administer the Corporation's business and affairs and perform all duties and exercise all powers usually pertaining to the office of a chief executive officer of a corporation, (d) The President/CEO shall have the authority to signrecruit, hire and terminate employees of the Association, within the constraints of the approved budget, in order to execute his/her responsibilities. (d) In the name and on behalf event the President/CEO’s position is vacated in advance of Board appointment of a replacement, the Chairman of the Corporation, checks, orders, contracts, leases, notes, drafts and other documents and instruments in connection with Board may appoint an Acting President/CEO for a period of not more than 90 days or until the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation is affixed, Board appoints a new President/CEO. (e) The President/CEO shall have the authority to cause the employment or appointment of such employees and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation, and to remove or suspend any employee or agent elected or appointed by the President and Chief Executive Officer or the Board of Directors, and (f) have such other powers as are contemplated by the other provisions of these By-Laws. The President and Chief Executive Officer shall perform such other duties and have such other powers as the Board of Directors or the Chairman may from time to time prescribe. Notwithstanding the foregoing, and whether or not the President and Chief Executive Officer shall then be in office, (i) the Board of Directors may elect the Chairman to act as the chief executive officer of the Corporation, and (except to the extent required by the General Corporation Law of the State of Delaware) may grant and delegate to the Chairman, acting in such capacity, any or all of the authority, powers subject to Board approved policies, to enter into contracts and duties, that otherwise may be held, exercised or performed by agreements within the President and Chief Executive Officer as provided in these By-Laws, and (ii) in the event that the Board of Directors elects the Chairman to act as the chief executive officer constraints of the Corporation, the President and Chief Executive Officer shall no longer be the chief executive officer of the Corporation, and shall not hold, exercise or perform any authority, powers or duties approved budget in order to execute his/her responsibilities. The President/CEO may delegate this authority to staff as an officer of the Corporation other than as the Board of Directors or the Chairman may prescribeappropriate.

Appears in 2 contracts

Samples: Auvsi Chapter Affiliation Agreement, Auvsi Chapter Affiliation Agreement

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