Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.
Nominations 4.01 Transportation Services provided hereunder shall be in accordance with the prescribed nominations procedure as set out in Schedule “B 2010” of Union’s C1 Rate Schedule.
Removal of Board Members Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:
(a) no director elected pursuant to Sections 1.2 or 1.3 of this Agreement may be removed from office other than for cause unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Section 1.2 to designate that director (including, as applicable, the Noteholders); or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 1.2 is no longer so entitled to designate or approve such director;
(b) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and
(c) upon the request of any party entitled to designate a director as provided in Section 1.2 to remove such director (including, as applicable, the Noteholders), such director shall be removed. All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors (including, as applicable, the Noteholders) to call a special meeting of stockholders for the purpose of electing directors.
Medical/Dental Appointments (a) Where medical and/or dental appointments cannot be scheduled outside the employee's working hours, sick leave with pay will be granted in accordance with Clause 19.1(c) (Sick Leave Credits).
(b) Where an employee's qualified medical practitioner refers the employee to a Specialist, then any necessary travel time, to a maximum of one working day, for the employee to visit such Specialist, will be granted in accordance with Clause 19.1(c) (Sick Leave Credits).
Timber Designations Timber designated for cutting shall be confined to Sale Area, except as provided in B2.131, B2.14, B2.15, B2.32, and B5.
1. Sale Area Map
Appointment and Removal of Directors The Directors shall be appointed and may be removed as follows:
4.2.1 The governing body of each Party shall appoint and designate in writing one regular Director who shall be authorized to act for and on behalf of the Party on matters within the powers of the Authority. The governing body of each Party also shall appoint and designate in writing one alternate Director who may vote on matters when the regular Director is absent from a Board meeting. The person appointed and designated as the Director or the alternate Director shall be a member of the governing body of the Party.
4.2.2 The Operating Rules and Regulations, to be developed and approved by the Board in accordance with Section 2.5.11, shall specify the reasons for and process associated with the removal of an individual Director for cause. Notwithstanding the foregoing, no Party shall be deprived of its right to seat a Director on the Board and any such Party for which its Director and/or alternate Director has been removed may appoint a replacement.
Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a
VACANCIES AND NEW POSITIONS 3.3.1 During the work year, written notices of vacancies and new positions within the bargaining unit will be posted on the District jobs website for not less than five (5) working days. For an applicant to be considered for a vacant or new position, they must:
a. Submit their online application and all other required application materials no later than five (5) working days from the first day of the posting, and
b. Possess the minimum skills and qualifications applicable to the vacant or new position.
3.3.2 A vacancy is an open position within the bargaining unit or non represented groups over 10 hours per week (i.e., 2.1 hours per day). Employees who meet the posted qualifications will receive an interview for the position upon application. Applicants not receiving an interview or offer of position will be given feedback, upon request. Skill tests will not normally be required if the skill requirements of the new position are not greater than the applicant's current assignment unless the skill test is deemed necessary to determine the most qualified applicant. Positions will be filled by any present or prospective employee based upon affirmative action requirements, experience, and job qualifications for the position. If two finalists are considered equal, then the applicant from within the district with the most bargaining unit seniority will be selected for bargaining unit positions.
3.3.3 Employees transferred to new positions in the bargaining unit will receive salary credit at full value for all prior experience gained within the bargaining unit.
3.3.4 Current employees within the bargaining unit who are accepted for a position under Section 3.3.2 above will be given a thirty (30) work day work trial. If the employee's performance on the new job is not satisfactory, she/he will be returned to her/his former position or to another suitable position. Absent just cause for termination, such employee will not be terminated due to her/his unsatisfactory performance during the thirty (30) day trial period.
3.3.5 Increased hours at the worksite will be offered first to the most senior employees within the classification, if qualified as determined by the supervisor at the worksite, providing they have a work schedule which can accommodate the additional hour(s) within a normal work week. The number of hours per week may be offered up to ten (10) hours, but may not result in a combined assignment of more than forty (40) hours per week. Employees wishing more hours of work will notify their supervisor/building administrator in writing.
3.3.6 Summer school assignments will be offered on a seniority basis, except that those employees who carry out the job during the course of the regular work year will receive first choice of refusal.
3.3.7 If the school district uses a numerical staffing formula to assign employees to schools based on enrollment, employee hours will be adjusted in October of the school year to reflect actual enrollment. The formula results and adjusted hours will be provided to the association president(s) by October 15.
3.3.8 The district will provide at least a two (2) week written notice of paraeducator hour reduction due to a decreased student overload factor.
3.3.9 An employee involuntarily transferred to a new position with a different job title will suffer no loss in hourly rate of pay. The transferred employee will be placed on the same experience step as in the previous position. An employee transferred to a position with a lower hourly rate of pay will be required to seek to restore lost pay by applying for open positions within the department for which he/she is qualified. An employee may choose to decline up to three (3) positions that will make him/her whole. Following the third (3rd) decline, any enhanced pay, travel time, and/or mileage reimbursements will end.
3.3.10 When reassignments are too numerous to fill individually, the district will schedule a reassignment meeting. The district will display all open positions and the current seniority list. Employees facing reassignment will be required to attend either in person or by proxy. By seniority, employees must select from any open position for which they are qualified to restore any lost hours. Such restoration cannot exceed thirty (30) additional minutes over lost hours. If hours cannot be restored with open positions by seniority, employees may bump the least senior person. Bumping will occur in the following order, first by the department in which they have lost hours and then by any other departments in which they retain seniority. Multiple reassignment meetings may be necessary.
3.3.11 Employees who have been reassigned will have priority rights, by seniority, to open positions for which they are qualified for up to twenty-four months. Reassigned employees will be required to communicate in writing, in person, by proxy, or by email their interest in a position in the pool no later than 4:00 PM of the day the position closes, if the position will make them whole. If employees have not responded by 4:00 PM of the day the position closes, they have declined the position. Notice of assignment will be provided via phone and follow-up letter within five (5) working days.
Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.
Continuing Directors The Continuing Directors are the individuals constituting the Board as of the date this Agreement was executed by Kaydon and any subsequent directors whose election or nomination for election by Kaydon’s stockholders was approved by a vote of two-thirds of the individuals who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as the term is used in Rule 14a-11 of Regulation 14A issued under the Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
