Board of Directors Composition Clause Samples

Board of Directors Composition. The Board of Directors shall consist of one appointee from each Participant located within the boundaries of the County of Sonoma, and one joint appointee from the County of Sonoma and the Sonoma County Water Agency. If the Board of Directors approves any other municipality or county as a Participant pursuant to Section 3.1, the Board of Directors shall determine whether such municipality or county (or any combination thereof) may appoint an additional member to the Board of Directors. Each appointee must be an elected member of the governing board of his or her appointing body. Each Party or Participant appointing a member to the Board of Directors may also appoint up to two alternates to serve in the absence of its Director. Alternates must be either an elected member of the governing board of his or her appointing body, or an employee of the jurisdiction appointing them. The voting shares of Directors and approval requirements for actions of the Board shall be as follows:

Board of Directors Composition. The first sentence of Section 2(d) of the Stockholder Agreement is hereby amended and restated to read as follows:

Board of Directors Composition. As of the Closing, the Company will consist of only five persons, each of which persons will be selected by either the Board of Directors or a nominations committee thereof, and each of which will be reasonably acceptable to the Underwriter. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules promulgated thereunder and with the listing requirements of AMEX or any other national securities exchange or national securities association, 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 board of directors qualifies as a “financial expert” as such term is defined under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules promulgated thereunder.

Board of Directors Composition. (a) From and after the Initial Closing, (i) for so long as the Purchaser and its Affiliates continue to beneficially own an aggregate of at least 10% of the Common Stock issued and outstanding as of the applicable determination date, the Purchaser shall have the right, but not the obligation, to designate two directors to be nominated, elected or appointed to the Board of Directors, and (ii) for so long as the Purchaser and its Affiliates continue to beneficially own an aggregate of at least 5% but no more than 10% of the Common Stock issued and outstanding as of the applicable determination date, the Purchaser shall have the right, but not the obligation, to designate one director to be nominated, elected or appointed to the Board of Directors (any such director nominated, elected, or appointed to the Board of Directors pursuant to the preceding clause (i) or clause (ii), each, a “Purchaser Designee” and together, the “Purchaser Designees”), in each case, regardless of (A) whether such Purchaser Designee is to be elected to the Board of Directors at a meeting of stockholders called for the purpose of electing directors (or by consent in lieu of meeting) or appointed by the Board of Directors in order to fill any vacancy created by the departure of any director or increase in the authorized number of members of the Board of Directors or (B) the size of the Board of Directors. (b) For so long as the Purchaser has the right under Section 4.21(a) to designate Purchaser Designees, the Company shall take all Necessary Action to cause each Purchaser Designee to be so nominated, elected or appointed to the Board of Directors, including (as applicable) (i) submitting each Purchaser Designee to the Company’s stockholders as the Company’s nominee for election at a meeting of the Company’s stockholders, (ii) recommending that such Purchaser Designee be elected by the Company’s stockholders and (iii) soliciting proxies or consents in favor thereof. In the event that any Purchaser Designee shall fail to be elected or appointed to the Board of Directors pursuant to the preceding sentence, the Company shall (at the written request of Purchaser) take all Necessary Action to cause an alternative Purchaser Designee to be elected or appointed to the Board of Directors, as soon as possible. For so long as the Purchaser has the right to designate Purchaser Designees pursuant to Section 4.21(a), the Purchaser may, at any time and from time to time, designate a replacement direc...

Board of Directors Composition. (a) The Company shall take all necessary and desirable actions such that (i) the size of the Board shall be set at eleven (11) members, each of whom shall have one Vote, provided that such number and Vote are subject to Section 1.1(b)(i) and Section 1.1(b)(ii), and (ii) the following Persons shall form the composition of the Board: (A) [ ]1 shall be appointed as Class A Directors with terms ending at the Company’s 2021 Annual Meeting; (B) [ ] shall be appointed as Class B Directors with terms ending at the Company’s 2022 Annual Meeting; and (C) [ ] shall be appointed as Class C Directors with terms ending at the Company’s 2023 Annual Meeting. (b) The following Parties shall have the right to nominate the following Directors (each, a “Nominee”): (i) For so long as Platinum (together with its Affiliates) meets the Platinum Director Nomination Threshold, Platinum shall have the option and right (but not the obligation) to designate, in the aggregate (and less the number of Platinum Directors who are not up for election) (y) four (4) Directors, each of whom shall be nominated by the Company and have two (2) Votes; plus (z) three (3) Directors who shall be nominated by the Company and the minimum number of whom shall qualify as “independent” solely to the extent necessary to comply with the listing standards of the Approved Stock Exchange. For so long as Platinum (together with its Affiliates) meets the Platinum Ownership Threshold but not the Platinum Director Nomination Threshold, Platinum shall have the option and right (but not the obligation) to designate any number of Directors described in the immediately preceding sentence, having one (1) or two (2) Votes each, so long as the total number of Votes of all such designees does not exceed the difference of the total number of Votes constituting a majority of all Votes of all Directors minus one (1). For so long as Platinum does not meet the Platinum Ownership Threshold but (together with its Affiliates) Beneficially Owns a number of shares of Common Stock (i) equal to or greater than four and one half percent (4.5%) of the total number of shares of Common Stock issued and outstanding (on a Non-Fully Diluted Basis), Platinum shall have the option and right (but not the obligation) to designate one (1) Director (less the number of Platinum Directors who are not up for election) who shall be nominated by the Company, and (ii)(A) equal to or greater than 15% of the total number of shares of Common Stock issued ...

Board of Directors Composition. The Voting Depository has a Board of Directors consisting of two or more Directors. Both individuals and legal entities may be a Director.

Board of Directors Composition. The Parties hereby agree to take all necessary corporate action to effect the following provisions:

Board of Directors Composition. The governing authority of the SCHOOL is the Findlay Digital Academy Board of Directors, which hereby assumes all of the obligations of the SCHOOL hereunder. The Board of Directors shall have a primary interest in furthering the educational, financial and operational success of the SCHOOL. Membership on the Board of Directors shall be determined consistent with the SCHOOL’s Code of Regulations, but shall exclude any person prohibited from membership on the Board of Directors by Revised Code Chapters 102 or 3314, or R.C. Sections 2921.42 -.44. A description of the process by which the Directors shall be selected and removed in the future must be in the Code of Regulations included in Exhibit 1, Part C. The SPONSOR shall be promptly notified in writing of any changes in members, including names of resignations and changes to contact information, within five (5) business days of such change. No Director may serve if restricted from doing so by Ohio Revised Code 3314.02(E) or any other applicable law, rule or regulation. All Directors must provide a signed Conflict of Interest Disclosure Form to the SPONSOR as soon as feasible following the Board member’s appointment and on an annual basis. All Directors shall have clean BCI and FBI criminal background checks in accordance with R.C. 3319.31, which must be renewed every five years unless the Director has lived in Ohio for the past five (5) years in which case only a BCI check must be repeated. The School shall provide confirmation that results are clean before the expiration of the previously completed background check, and must provide the Sponsor copies of criminal records checks available for viewing only within a reasonable period of time upon demand. SPONSOR agrees to keep the BCI and FBI checks and the information contained therein strictly confidential and not to share with any third parties except for its legal counsel. Directors must complete training on an annual basis by the SCHOOL’s legal counsel, by a state agency, or by a trainer approved by the SPONSOR regarding public records and open meetings, and if required by SPONSOR pursuant to an issue identified by the SPONSOR, ethics and conflicts laws. The SCHOOL shall provide the names the current Board of Directors members on the SCHOOL’s website. Upon request, the Sponsor shall also have access to the names electronic mail addresses of the Directors.

Board of Directors Composition. The directors of Titan Brick, Inc. (Parent Company) will serve as the directors of Titan Roof Tiles, Inc. As discussed in the executive summary, the Parent Company has pioneered insulative compressed earth roof tiles and bricks. Both products have a molded texture that is smooth to the touch and very exact, which will allow us to interlock the tiles so they will not dislodge during high winds. They are fire retardant and help insulate the structure. Waterproof bricks and roof tiles will replace many systems now used in the construction industry, because they are stronger, longer lasting and cost less. Titan Roof Tiles can be manufactured 1" thick and can be marketed 10% less than fired clay roof tiles. Titan roof tiles are priced according to the cost of clay tiles found in the three states that use them most. • Titan roof tiles can be manufactured in the traditional Slate (flat) or barrel (curved) style. • Factory painted to any color (paint bonds to the tile for very long life). • Tiles provide additional thermal mass insulation value to structure. • Any style can be manufactured for qualified projects (requires a simple change of molds). • Multi-color tiles and tiles that look like wood shake will be available. • Titan roof tiles are fire retardant to 1,800 degrees. • Stronger than fired clay tiles (will not break when walked on). Titan Roof Tiles will primarily target the homes built with Titan Bricks and the construction industry at large. Because of its exclusive status as the only company to manufacture these compressed earth products, the competition will be constantly held at bay. Installing Titan roof tiles offers the user an energy efficient system that will not fail and will outlast all other types of roofing. Titan roof tiles are a true system that meet the demands of today's architectural designs and will continue to provide these desired features in the future. Waterproof compressed roof tiles are a non-deteriorating material and can survive freeze/thaw cycles that fired clay tiles can not. This opens the entire country for sales, where fired clay tiles can only be used in the southern parts of the US. Titan roof tiles can be manufactured in the traditional design look of the curved Spanish terra cotta, a flat slate style and even take on the look of wood shake roofs. Some of the outstanding features of Titan roof tiles that have become necessary in the construction industry include: • By conserving heat/cold within a structure, the tiles ar...