Board Organization and Composition Clause Samples

Board Organization and Composition. (a) The Board shall determine overall policies, objectives, procedures, methods and actions under this Agreement subject to the limitations and constraints set out herein.. (b) The Board shall be comprised of four Directors. The appointment of the Directors shall be done under the terms of Section 262 of the Act. (i) While Class B Shares represent 50% or more of Percentage Equity Interest, the Shareholders holding the Share Class A Shares shall have the right to appoint two members of the Board and two substitute members, and the Shareholders holding the Class B Shares shall have the right to appoint two members of the Board and two substitute members. (ii) If at any time any Shareholder: (A) holds Shares representing at least 10% of the Percentage Equity Interest, the Shareholder holding such Shares shall have the right to appoint one member of the Board and one substitute member, and the Shareholders holding the Class B Shares shall have the right to appoint three members of the Board and three substitute members; and (B) holds Shares representing at least 30% of the Percentage Equity Interest, the Shareholder holding such Shares shall have the right to appoint two members of the Board and two substitute members, and the Shareholders holding the Class B Shares shall have the right to appoint two members of the Board and two substitute members. (c) In case of absence or unavailability of a Director, the alternate Director corresponding to the same Share Class of such Director shall replace him while such absence or unavailability persists. (d) The chair of the Board (the "Chair") will be a nominee of the Shareholder which holds the largest number of Shares or as otherwise determined by a majority vote of the Board.