Common use of Board Powers Clause in Contracts

Board Powers. The Shareholders shall cause the Certificate of Incorporation to provide that notwithstanding any other provisions of this Agreement any decisions regarding the following matters shall be made by the Board: (a) any commitment of funds in excess of $10,000,000 on a cumulative non-discounted basis for any fiscal year or portion thereof; (b) distribution of any property (other than taxable income which is governed by Section 6.3 of this Agreement and proceeds received pursuant to Article 20) to the Shareholders; (c) adoption or change of the delegation of authority or fiscal procedures of the Company other than as provided in this Agreement; (d) adoption of a general regulatory strategy or any substantial change therein; (e) Appointment of the officers of the Company. (f) creation, incurrence or assumption of any indebtedness for borrowed money in excess of $10,000,000; (g) sale, transfer, assignment, conveyance, lease, or other disposal of, any material portion of the assets of the Company (other then pursuant to Article 20), or any interest or estate in such material portion; (h) approval of any independent public accountant for the Company; (i) authorization of loans of money by the Company to any Shareholder in any amount or any other loan in excess of $1,000,000; (j) donation of money or property in excess of amounts approved by the CEO; (k) entering into or renewal of any collective bargaining agreement or amendment thereto; (l) entering into any lease not necessary for the operations of the business; and (m) making any other decision or taking any other action specified in this Agreement as one to be made or taken by the Board.