Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
Board of Directors 13 Power of Board and Qualification of Directors13.1 The business of the Corporation shall be managed by the Board ofDirectors. Each director shall be at least eighteen years of age.BYLAWS OF ACTIVE HEALTH FOODS, INC.14 Number of Directors14.1 The number of directors constituting the entire Board of Directors shall bethe number, not less than one nor more than ten, fixed from time to timeby a majority of the total number of directors which the Corporationwould have, prior to any increase or decrease, if there were no vacancies,provided, however, that no decrease shall shorten the term of anincumbent director. Until otherwise fixed by the directors, the number ofdirectors constituting the entire Board shall be four.15 Election and Term of Directors15.1 At each annual meeting of shareholders, directors shall be elected to holdoffice until the next annual meeting and until their successors have beenelected and qualified or until their death, resignation or removal in themanner hereinafter provided.16 Quorum of Directors and Action by the Board16.1 A majority of the entire Board of Directors shall constitute a quorum forthe transaction of business, and, except where otherwise provided herein,the vote of a majority of the directors present at a meeting at the time ofsuch vote, if a quorum is then present, shall be the act of the Board.16.2 Any action required or permitted to be taken by the Board of Directors orany committee thereof may be taken without a meeting if all members ofthe Board or the committee consent in writing to the adoption of aresolution authorizing the action. The resolution and the written consentthereto by the members of the Board or committee shall be filed with theminutes of the proceedings of the Board or committee.17 Meetings of the Board17.1 An annual meeting of the Board of Directors shall be held in each yeardirectly after the annual meeting of shareholders. Regular meetings of theBoard shall be held at such times as may be fixed by the Board. Specialmeetings of the Board may be held at any time upon the call of thePresident or any two directors.17.2 Meetings of the Board of Directors shall be held at such places as may befixed by the Board for annual and regular meetings and in the notice ofmeeting for special meetings. If no place is so fixed, meetings of theBoard shall be held at the principal office of the Corporation. Anyone orBYLAWSOF ACTIVE HEALTH FOODS, INC.more members of the Board of Directors may participate in meetings ...
Board of Directors. The Plan shall be administered by the Board of Directors of the Company, which shall determine and designate the individuals to whom awards shall be made, the amount of the awards and the other terms and conditions of the awards. Subject to the provisions of the Plan, the Board of Directors may adopt and amend rules and regulations relating to administration of the Plan, advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to shares (except those restrictions imposed by law) and make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. The interpretation and construction of the provisions of the Plan and related agreements by the Board of Directors shall be final and conclusive. The Board of Directors may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it deems expedient to carry the Plan into effect, and the Board of Directors shall be the sole and final judge of such expediency.
Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
Board of Directors. Subject to applicable Law, each of the parties hereto shall take all necessary action to ensure that the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.