By Board Sample Clauses
The "By Board" clause defines actions or decisions that must be made by a company's board of directors rather than by individual officers or shareholders. In practice, this means that certain approvals, such as major financial transactions, amendments to company policies, or strategic business decisions, require a formal resolution or vote by the board. This clause ensures that significant matters are subject to collective oversight and governance, thereby promoting accountability and reducing the risk of unilateral or unauthorized actions.
By Board. Board shall defend Customers against any third-party suit, claim, action or demand (a “Claim”), and indemnify and hold Customer harmless from any final award of damages or settlement amount (including reasonable legal fees), alleging that the Licensed Software infringe any valid and issued patent, copyright, or trademark of a third party; arising in connection with any such Claim. If any portion of the Licensed Software becomes the subject of a Claim of infringement of any third-party intellectual property rights, Board shall use commercially reasonable efforts to (a) obtain such licenses or (b) make such replacements or modifications to the Licensed Software, in each case as are necessary to permit Customer to continue use of the Licensed Software without infringement and in compliance with this Agreement. If Board is unable to achieve either of the foregoing within sixty (60) days (or such longer period as Customer may determine in good faith) after the holding of infringement or the entry of the injunction, as applicable, Board will refund to Customer the remaining portion of any pre-paid fees for the parts of the Licensed Software for which the use is legally prohibited. The foregoing indemnity obligations are conditioned on Customer: (i) notifying Board promptly in writing of any actual or threatened Claim, (ii) giving Board sole control of the defense thereof and any related settlement negotiations, and (iii) cooperating and, at Board’s request and expense, assisting in such defense.
By Board. The Board may terminate this Agreement without cause at its discretion upon the provision of not less than seven (7) days written notice of termination from the date such notice is approved by the Board at a duly noticed public meeting. In the event of unilateral termination by the Board, the Board shall pay the Superintendent, as severance pay, all of the aggregate salary and benefits he would have received under this Agreement and the indemnity obligations in Section 7 continue.
By Board. Except as otherwise expressly provided by statute or in the Certificate or in this Agreement, this Agreement may be amended by the Board, without any action by the Beneficiaries. Except as may otherwise be expressly provided in the Certificate, the Certificate may be amended only by the Board, without any action or approval by the Beneficiaries.
By Board. The Board, upon a majority vote at a regular meeting, special meeting, or by way of Electronic Vote, may terminate a Project. Termination will be effective upon sixty (60) days notice, by any means suitable under these Bylaws, to the Project Lead.
By Board. By the Board:
(i) Upon 30 days prior written notice to the Superintendent if he shall become mentally or physically incapacitated for a period of six months or more to such an extent as to prevent him from properly performing each and every one of his duties.
(ii) Immediately upon written notice to the Superintendent if he shall be convicted of a felony.
(iii) Immediately upon giving of notice for failure to maintain certification required by New York statute, rule or regulation.
(iv) The Board shall provide the Superintendent written notice of its tentative decision to terminate the Superintendent’s employment pursuant hereto and shall specify in the notice the date of an executive session (not less than five business days after the date of the notice) scheduled for a meeting between the Board and the Superintendent to discuss the matter. ! If, after such meeting with the Superintendent in executive session (or if the Superintendent fails to attend such meeting), the Board determines to terminate the Superintendent’s employment in accordance with this procedure, it shall provide the Superintendent with written notice setting forth the effective date of such termination which shall be at least 90 days from the date of such notice. (It is understood that the Board will adopt a resolution in open session authorizing such notice). ! Upon the effective date of termination of the Superintendent’s employment, the Board shall pay to the Superintendent a sum of money equal to nine months annual salary of the Superintendent as severance pay to compensate the Superintendent for all rights and interests which the Superintendent may have under this contract, and which the Superintendent hereby agrees shall be in full satisfaction of any and all claims for compensation or damage which the Superintendent might otherwise have as a result of early termination of the employment.
(v) After notice and opportunity for a hearing for other good cause shown. “Good cause” shall mean the material failure to perform in accordance with this contract, material failure to follow established Board of Education policy, immoral conduct, conduct constituting a crime, conduct which adversely reflects to a significant degree upon his position as Superintendent of Schools, or (within the meaning of the Education Law), inefficiency, incompetence or neglect of duty, in each case established to such extent as to justify dismissal. The Board shall determine whether to prefer charges in executive...
By Board. The administrative board may amend the provisions of the Agreement, except Sections 5.1., 5.3 12.3., and 13.5. by a two-thirds vote, at any meeting called for that purpose if at least 30 days written notice of the time, purpose, and place of the meeting is provided to all members and members of the board. The written notice must include the specific language of the proposed amendment and advise the members about their right to object to the proposed amendment and the method by which such right may be exercised. The amendment shall not be effective if more than 50 percent of the members appear personally or provide written objection to the proposed amendment prior to the time of the meeting.