Chair of the Board Clause Samples
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Chair of the Board. Subject to this Section 3 of this Exhibit 2, T▇▇▇▇▇ ▇. ▇▇▇▇▇▇, who shall be deemed a Cubs Director for purposes of this Exhibit 2, shall be appointed to serve as Chair of the Board during the Governance Period, unless at any time the Board, by the affirmative vote of at least 75% of the Board, determines not to appoint M▇. ▇▇▇▇▇▇ as Chair of the Board. If M▇. ▇▇▇▇▇▇ is unable or unwilling to serve at any time (including in circumstances where he is not re-elected as a Director of the Company or is otherwise removed from office by a resolution of the Company’s stockholders in accordance with applicable law and the Company’s Restated Certificate of Incorporation and Bylaws (each, as may be further amended and restated from time to time)) or when M▇. ▇▇▇▇▇▇’▇ term as Chair expires in accordance with this Exhibit 2, then a Chair shall be appointed by the Board. For so long as M▇. ▇▇▇▇▇▇ meets the independence standards of the NYSE with respect to the Company as determined by the Board, M▇. ▇▇▇▇▇▇ shall be entitled to participate in all meetings and executive sessions of the non-management and/or independent directors of the Board.
1 Note to Draft: To be deleted if the Effective Date occurs after the Annual Meeting.
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 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. The Board shall have a chair (the “Chair”). For so long as ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is a Director, ▇▇. ▇▇▇▇▇▇ shall be the Chair. Notwithstanding the foregoing, ▇▇. ▇▇▇▇▇▇ shall be entitled to resign as the Chair at any time. Upon ▇▇. ▇▇▇▇▇▇ ceasing to be a Director, or in the event that ▇▇. ▇▇▇▇▇▇ does not wish to be the Chair, then the Chair shall be appointed by the Board.
Chair of the Board. The Board of Directors shall annually elect one of its members to be its chair (the “Chair of the Board”) and shall fill any vacancy in the position of Chair of the Board at such time and in such manner as the Board of Directors shall determine. Except as otherwise provided in these Bylaws, the Chair of the Board shall preside at all meetings of the Board of Directors and of stockholders. The Chair of the Board shall perform such other duties and services as shall be assigned to or required of the Chair of the Board by the Board of Directors.
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. So long as RT beneficially owns, in the aggregate, 15% or more of the shares of Common Stock, the Company’s Chief Executive Officer shall not be the Chair of the Board at the same time and RT-Icon shall have the right to designate the Chair of the Board from among the RT Designees.
Chair of the Board. The Board of Directors may appoint a Chair of the Board. If the Board of Directors appoints a Chair of the Board, the Chair of the Board shall have the customary duties and authority of a Chair of the Board.
Chair of the Board. Unless otherwise determined by the Board, the Chair of the Board shall preside at all meetings of the Board. The Chair of the Board shall perform all duties incidental to his or her office that may be required by law and all such other duties as are properly required of him or her by the Board. He or she shall make reports to the Board and shall see that all orders and resolutions of the Board or any committee thereof are carried into effect. The Chair of the Board may also serve as Chief Executive Officer, if so elected by the Board. The Chair of the Board may also have the title of Executive Chair if the Chair of the Board is also an officer of the Corporation. The Board may appoint two (2) persons to serve as co-chairs of the Board (each, a “Co-Chair”). Any reference to the Chair of the Board in these Bylaws shall be deemed to mean, if there are Co-Chairs, either Co-Chair, each of whom may exercise the full powers and authorities of the office.