Chair of the Board Sample Clauses

Chair of the Board. The Chair of the Board shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors upon written directions given to him or her pursuant to resolutions duly adopted by the Board of Directors.

Chair of the Board. The Board shall have a chair (the “Chair”). For so long as Xxxxxxx Xxxxxx is a Director, Xx. Xxxxxx shall be the Chair. Notwithstanding the foregoing, Xx. Xxxxxx shall be entitled to resign as the Chair at any time. Upon Xx. Xxxxxx ceasing to be a Director, or in the event that Xx. Xxxxxx does not wish to be the Chair, then the Chair shall be appointed by the Board.

Chair of the Board. The Board may from time to time also appoint a chair of the Board who shall be a Director. If appointed, the Board may assign to the chair any of the powers and duties that are by any provisions of this By-Law assigned to the president. The chair shall have such other powers and duties as the Board may specify.

Chair of the Board. Subject to Section 6.02, the board shall from time to time appoint a chair of the board who shall be a director. If the chair of the board is also an executive officer (including executive chairman or chief executive officer), the board shall also appoint a lead independent director independent of management. The board may, in accordance with this by-law and subject to the Act, assign to the chair such powers and duties as the board may specify.

Chair of the Board. The Board may from time to time also appoint a chair of the Board who shall be a resident Canadian and director. If appointed, the Board may assign to him any of the powers and duties that are by any provision of this by-law assigned to the managing director or to the president; and he shall, subject to the provisions of the Act, have such other powers and duties as the Board may specify. During the absence or disability of the chair of the Board, his duties shall be performed and his powers exercised by the managing director, if any, or by the president.

Chair of the Board. Unless the Minister has exercised its right to appoint a Chair under the Ontario New Home Warranties Plan Act, prior to the expiration of the Incumbent Board Chair’s term, the Directors will select a Chair of the Board from among their number who will assume responsibility to chair meetings of the Board, fulfill all responsibilities within the Chair of the Board Position Description, and any other responsibilities that the Directors may delegate from time to time to the Chair. In addition, the Chair will: a) Consult with the President & CEO prior to each regularly scheduled Board meeting and shortly after in-camera sessions of the Board as necessary; b) Administer the Board’s relationship with Management, as directed by the Board and consistent with the Chair of the Board Position Description; and c) Oversee, in conjunction with the Governance, Regulatory Affairs & Nominations Committee, Board member conduct and compliance by each Director with the requirements of this Code. The Chair and the Governance, Regulatory Affairs & Nominations Committee will speak to individual Directors, or if necessary, the full Board regarding any non-compliance with this Code.

Chair of the Board. The Chair of the Board shall preside at meetings of stockholders and at meetings of the Board and shall perform such other duties as the Board of Directors may from time to time determine. In his absence, the Chief Executive Officer shall preside at meetings of the Board (if also a director) and at meetings of stockholders.

Chair of the Board. Subject to the applicable provisions of Article X, the Board of Directors may appoint, by the affirmative vote of the majority of the directors then in office, a Chair of the Board of Directors (who may be an Executive Chair or the Chief Executive Officer) from among the directors. The Chair of the Board of Directors shall preside over all meetings of the Board of Directors and stockholders at which he or she is present. The Chair of the Board of Directors may also be an executive officer of the Corporation. If the Chair of the Board of Directors is an Executive Chair, the Executive Chair shall be an executive officer of the Corporation and shall perform such duties and possess such powers as are customarily vested in the office of the Chair of the Board of Directors of a corporation or as may be vested in him or her by the Board of Directors from time to time. The Executive Chair and Chief Executive Officer shall have joint responsibilities over the strategy, policy making, capital allocation and personnel matters of the Corporation. The Executive Chair shall have broad access to the records, management and personnel of the Corporation and its subsidiaries, including without limitation the power and authority to obtain any information about the Corporation and its operations. The Executive Chair is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly and exclusively delegated by the Board of Directors to some other officer or agent of the Corporation. During the time of any vacancy in the office of Chief Executive Officer or in the event of the absence or disability of the Chief Executive Officer, the Executive Chair shall have the duties and powers of the Chief Executive Officer unless otherwise determined by the Board of Directors or otherwise specified herein. In no event shall any third party having dealings with the Corporation be bound to inquire as to any facts required by the terms of this Section 3.11 for the exercise by the Executive Chair of the powers of the Executive Chair.

Chair of the Board. The individual who initially will serve as the chair of the Acquiror Board (the “Chair of the Board”) shall be Xxxxxxxx Xxxxxx. If a vacancy in the role of Chair of the Board occurs because of the death, disability, disqualification, resignation or removal of any such Chair of the Board, then, (a) so long as (i) the Panavision Holder Representative is entitled to designate an individual to a director position pursuant to Section 1(c)(ii) and (ii) the Saban Sponsor is entitled to designate an individual to a director position pursuant to Section 2(c)(ii), the Panavision Holder Representative and the Saban Sponsor shall mutually agree on the replacement Chair of the Board and the Acquiror Board shall elect the replacement Chair of the Board in accordance with the Governing Documents of Acquiror; provided, that if the Panavision Holder Representative and the Saban Sponsor fail to mutually agree on such replacement Chair of the Board within one week of such vacancy, a majority of the Acquiror Board shall elect the replacement Chair of the Board from the then current members of the Acquiror Board; and (b) in all other cases, a majority of the Acquiror Board shall elect the replacement Chair of the Board in accordance with the Governing Documents of Acquiror.