By the Board. (a) All matters concerning the determination and allocation among the Members of the amounts to be determined and allocated pursuant to this Agreement, including any taxes thereon and accounting procedures applicable thereto, shall be determined by the Board unless specifically and expressly otherwise provided for by the provisions of this Agreement or as required by law, and such determinations and allocations shall be final and binding on all the Members.
By the Board. During the Term, the Board shall be entitled to terminate the Employee's employment with or without "Cause" (as defined below) by providing written notice to the Employee of such decision, provided that if the Board terminates the Employee's employment without Cause (and not as a result of a Disability), then the Board must provide at least thirty (30) days' advance written notice of such decision to the Employee. No advance notice period is required for a termination by the Board with Cause. The Board reserves the right to withdraw any and all duties and responsibilities from the Employee, and to exclude the Employee from the Company's premises, during such 30-day notice period. For purposes of this Agreement, "Cause" shall mean (i) the commission by the Employee of an act of malfeasance, dishonesty, fraud, or breach of trust against the Company or any of its employees, clients, or suppliers, (ii) the breach by the Employee of any of his obligations under this Agreement, or any other agreement between the Employee and the Company, (iii) the Employee's failure to comply with the Company's written policies; (iv) the Employee's failure, neglect, or refusal to perform his duties under this Agreement, or to follow the lawful written directions of the Board, (v) the Employee's indictment, conviction of, or plea of guilty or no contest to, any felony or any crime involving moral turpitude, (vi) any act or omission by the Employee involving dishonesty or fraud or that is, or is reasonably likely to be, injurious to the financial condition or business reputation of the Company, or that otherwise is injurious to the Company's employees, clients, or suppliers, or (vii) the inability of the Employee, as a result of repeated alcohol or drug use, to perform the duties and/or responsibilities of his position.
By the Board. Stockholders. These By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the Board of Directors or by the stockholders as provided in the Certificate of Incorporation.
By the Board. The Board by a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies may alter, amend or repeal these By-Laws. Exhibit C
By the Board. When it is the intention of the Board not to re-employ a teacher, the Board shall give said teacher written notice of its intentions by June 1. Termination of a teacher’s contract during its term is addressed in Article 12, Section 12.03 of this Agreement.
By the Board. The Executive agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Term of this Agreement and any extension thereof. Executive shall not engage in any activities which will interfere with the performance of his duties with the Company or which knowingly present a conflict of interest. During the Executive's employment with the Company, Executive may serve on the boards of directors of up to three (3) other entities and may pursue passive investments; provided that such activities do not unreasonably interfere with his duties and responsibilities hereunder or create a conflict of interest with the Company; and further provided that, with respect to serving on the boards of directors of entities other than charitable organizations and not-for-profit corporations, the Executive shall obtain the prior written consent of the Board or authorized committee thereof. The Board may delegate its authority to take any action under this Agreement to the Compensation Committee of the Board (the "Compensation Committee").
By the Board. Each teacher shall receive a copy of this Agreement. upon appointment. (Terrace) (Terrace)
By the Board. On the date that the Company's Board of Directors notifies Xx. Xxxxx in writing of the date of termination of his services as Chairman of the Board for any or no reason. Following the termination of Xx. Xxxxx'x services under this Agreement, the Company will have no further liability to Xx. Xxxxx and no further payments will be made to Xx. Xxxxx, except: (i) the Company shall pay to Xx. Xxxxx (or, in the case of automatic termination upon Xx. Xxxxx'x death under subparagraph (a) above, to Xx. Xxxxx'x legal representatives or such named beneficiaries as Xx. Xxxxx may designate from time to time in a writing delivered to the Company) the pro rata portion of his monthly fee for the relevant calendar month through the date of termination, calculated by multiplying the Six Thousand Two Hundred Fifty Dollar ($6,250) fee by a fraction, the numerator of which will be the number of days in the calendar month of termination prior to termination and the denominator of which shall be the number of days of that month; and (ii) to the extent Xx. Xxxxx is entitled to the reimbursement of business expenses incurred prior to termination as provided in Paragraph 5 above.
By the Board. The Board, through its staff, may also conduct premises checks. Prior to conducting any such check, the Board will contact the Suquamish Police Department to provide reasonable notice of such premises check. Except as provided in subsection (c) below, the Suquamish Police Department must observe and participate in all premises checks. The Board will share the results of such premises checks with SEC and the Tribe.
By the Board. Board staff may also conduct compliance checks. Prior to conducting any such check, the Board will contact the Suquamish Police Department to provide reasonable notice of such compliance check. Except as provided in subsection (c) below, the Suquamish Police Department must observe and participate in all compliance checks. The Board will share the results of such compliance checks with SEC and the Tribe.
