Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.
Position, Duties and Responsibilities (a) During the Term, Executive will be employed by the REIT Operator and will serve as the Chief Operating Officer of the REIT, reporting directly to the Co-Chief Executive Officers (the “Co-CEOs”) or the board of directors (the “Board of Directors” or the “Board”) of the REIT. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Co-CEOs of the REIT or the Board shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Company, and the limited liability company agreement of the REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.
(b) During the Term, Executive will, without additional compensation, also serve on the board of directors of, serve as an officer of, or perform such executive and consulting services for, or on behalf of, such subsidiaries of the REIT as the Co-CEOs of the REIT or the Board may, from time to time, request.
(c) During the Term, Executive will serve the Company faithfully, diligently, and to the best of Executive’s ability and will devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder, and shall have no other employment (including self-employment), whether or not such activity is engaged in for pecuniary profit; provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for Executive and Executive’s family or (iv) accepting directorships or similar positions, subject to approval in advance by the Board of Directors of the REIT, which approval shall not be unreasonably withheld (together, the “Personal Activities”), in each case so long as the Personal Activities do not (x) unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement, (y) have an adverse impact on the Company’s business reputation, or (z) violate the Restrictive Covenants (as defined below), in each case as determined by the Board.
(d) During the Term, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Dallas, Texas (the “Principal Location”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.
Position Duties and Responsibilities Place of Performance (a) Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer.
(b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.
BOARD RIGHTS AND RESPONSIBILITIES 4.01 The Board, on its own behalf and on behalf of the electors of the District, hereby retains and reserves unto itself, without limitation, all powers, rights, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitutions of the State of Michigan, and of the United States, including, but without limiting the generality of the foregoing, the right:
A. to exercise the executive management and administrative control of the school system, its properties and facilities, and the professional activities of its employees;
B. to hire all employees and, subject to the provisions of this Agreement and of the law, to determine their qualifications; and the conditions for their continued employment, or their dismissal or demotion, and to promote and transfer all such employees;
C. to establish grade levels, and courses of instruction, including special programs, and to provide for athletic, recreational and social events for students, all as deemed necessary or advisable by the Board;
D. to decide upon the means and methods of instruction, the selection of textbooks and other teaching materials, and the use of teaching aides of every kind and nature;
E. to initiate and carry out procedures by which teaching contracts are not renewed according to the provisions of the Michigan Tenure Act; and this Agreement
F. to carry on an evaluation of programs and to evaluate the effectiveness of individual teacher performance;
G. to initiate and carry out the means of obtaining financial support for the School District.
4.02 The exercise of the foregoing powers, rights, authority, duties and responsibilities by the Board, the adoption of policies, rules, regulations, and practices in furtherance thereof, and the use of judgment and discretion in connection therewith will be limited by the terms of this Agreement to the extent such terms hereof are in conformance with the Constitution and laws of the State of Michigan, and the Constitution and laws of the United States.
4.03 Nothing contained herein will be considered to deny or restrict the Board of its rights, responsibilities, and authority under the Michigan General School Laws or any other national, state, county, district, or local laws or regulations as they pertain to education.
Delegate A “delegate” refers to a person who has been explicitly designated to the position of Vice President, ▇▇▇▇ or Director by a Vice President, ▇▇▇▇ or Director as appropriate. This person shall not be a member of the Association.
