Election and Appointment Clause Samples
The 'Election and Appointment' clause defines the process by which individuals are selected and formally assigned to specific roles or positions within an organization or under an agreement. Typically, this clause outlines the eligibility criteria, the method of nomination or election (such as by vote or board decision), and the formal steps required for appointment, including any necessary approvals or documentation. Its core practical function is to ensure a clear, orderly, and transparent process for filling key positions, thereby reducing disputes and ambiguity regarding how individuals assume their roles.
Election and Appointment. 12.2.1. Program chairs are faculty representatives who shall be elected from the full- time faculty by the full-time faculty, affiliated faculty, and part-time Lecturer faculty within a given instructional program. They shall be subsequently appointed to their position by the ▇▇▇▇.
12.2.2. For the purpose of this section, “full-time faculty” includes tenure-track, tenured and full-time temporary faculty under contract as a faculty member for the quarter in which the election occurs, as well as tenure-track/tenured faculty who are on an approved leave of absence for that quarter, with the following exception: tenure-track/tenured faculty who have been appointed to an administrative position at the College and are being paid on the administrative salary schedule during the quarter the election occurs are excluded from the program chair election process.
Election and Appointment. 12.2.1. Program chairs are faculty representatives who shall be elected from the full- time faculty by the full-time faculty assigned to the program and all faculty who have taught at least one quarter in both the current and previous academic years within the given instructional program. They shall be subsequently appointed to their position by the ▇▇▇▇.
12.2.2. For the purpose of this section, “full-time faculty” includes tenure-track, tenured and full-time temporary faculty under contract as a faculty member for the quarter in which the election occurs, ▇▇▇/OLS lead faculty, as well as tenure- track/tenured faculty who are on an approved leave of absence for that quarter, with the following exception: tenure-track/tenured faculty who have been appointed to an administrative position at the College and are being paid on the administrative salary schedule during the quarter the election occurs are excluded from the program chair election process.
Election and Appointment. (a) The Company shall cause the Board of Directors to appoint the Investor Designees as Directors on the Closing Date immediately subsequent to the effective time of the Resignations to fill the vacancies to be created by such Resignations.
(b) From and after the date of the Closing, until the Board Designation Expiration Date, the manner of selecting nominees for election to the Board of Directors will be as follows:
(i) In connection with each annual or special meeting of shareholders of the Company at which Directors are to be elected (each such annual or special meeting, an “Election Meeting”), the Investor shall have the right to designate for nomination (it being understood that such nomination will include any nomination of any incumbent Investor Director (or a Replacement) by the Board (upon the recommendation of the Nominating and Corporate Governance Committee)) a number of Investor Designees as follows: (i) if the Investor Percentage Interest is greater than or equal to 20%, four (4) Investor Designees; (ii) if the Investor Percentage Interest is less than 20% but greater than or equal to 15%, three (3) Investor Designees; (iii) if the Investor Percentage Interest is less than 15% but greater than or equal to 10%, two (2) Investor Designees; (iv) if the Investor Percentage Interest is less than 10% but greater than or equal to 5%, one (1) Investor Designee; and (v) if the Investor Percentage Interest is less than 5%, no Investor Designees. If the number of Directors on the Board is increased to more or decreased to less than eleven (11) Directors, then the number of Investor Designees that the Investor can designate for nomination by the Board shall be adjusted upward or downward (rounded to the nearest whole number), as the case may be, such that the proportional representation of the Investor Designees on the Board (assuming all Investor Designees are elected or re-elected to the Board) would be as similar as possible to the proportional representation of the Investor Designees on the Board if the number of Directors on the Board had remained the same.
(ii) The Investor shall give written notice to the Nominating and Corporate Governance Committee of each such Investor Designee no later than the date that is sixty (60) days prior to the first anniversary of the date that the Company's annual proxy for the prior year was first mailed to the Company's stockholders; provided, however, that if the Investor fails to give such notice in a timely man...
Election and Appointment. (a) From and after the Closing, the manner of selecting nominees for election to the Board of Directors shall be as follows:
Election and Appointment. The Company agrees, until a Governance Rights Termination Event:
(a) to appoint the Investor Designee as a Director on the Closing Date;
(b) to include the Investor Designee in its slate of nominees for election as a Director at each annual or special meeting of stockholders of the Company at which Directors are to be elected and at which the seat held by the Investor Designee is subject to election (such annual or special meetings, the “Election Meetings”);
(c) to use commercially reasonable efforts to cause the election of the Investor Designee to the Board of Directors at each of the Election Meetings (including recommending that the Company’s stockholders vote in favor of the election of the Investor Designee and otherwise supporting the Investor Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees);
(d) if the Investor Designee is not elected to the Board of Directors at any Annual Meeting, or becomes unable to serve for any reason or is removed during the course of his term as Director, the Company will promptly appoint the Replacement of such Investor Designee to the Board of Directors to serve until the following Election Meeting;
(e) if the Investor Designee (i) is unable to serve as a nominee for election as Director or to serve as a Director, for any reason, or (ii) is removed or fails to be elected at an Election Meeting, the Investors shall have the right to submit the name of a replacement (the “Replacement”) to the Company for its approval (such determination to be made in the sole discretion of the Company acting in good faith and consistent with the Company’s nominating and governance practices in effect from time to time) and who shall serve as the nominee for election as Director or serve as Director in accordance with the terms of this Section 2.1(e). If the proposed replacement is not approved by the Company, the Investors shall have the right to submit another proposed Replacement to the Company for its approval on the same basis as set forth in the immediately preceding sentence. The Investors shall have the right to continue submitting the name of a proposed Replacement to the Company for its approval until the Company approves that such Replacement may serve as a nominee for election as Director or to serve as a Director whereupon such person is appointed as the Replacement. An Investor Designee shall, at the time of nomination and at all times thereafter ...
Election and Appointment. The elected officers of the Corporation shall consist of a Chief Executive Officer, a President, one or more Vice Presidents, including a Chief Financial Officer and a General Counsel, a Controller, a Treasurer, a Secretary and such other elected officers as may from time to time be elected by the Board of Directors (including, without limitation, prior to the Succession Date, an executive Chairman). The Board may also appoint, or provide for the appointment of, such other officers and agents as may from time to time appear necessary or advisable in the conduct of the affairs of the Corporation. The same person may hold more than one office.
Election and Appointment. The Board of Directors at their first meeting, annually thereafter, shall elect as officers of the Corporation a Chairman of the Board, a President, an Executive VicedPresident/Treasurer, a ViceMPresident/General Manager and a Corporate Secretary. The other Senior Operating Officers of the Corporation shall be appointed by the Board upon the recommendation of the President.
Election and Appointment. Program Chairpersons are faculty representatives who shall be elected by the full-time faculty from the full-time faculty within a given instructional program. They shall be subsequently appointed to their position by the Organizational Unit Administrator.
Election and Appointment. (a) In the event that a stockholders' meeting of Echelon is to be held for the purpose of voting to elect a slate of directors that includes an ENEL Nominee:
(i) Echelon and the Key Holders shall ensure that the ENEL Nominee nominated from time to time pursuant to Section 3.2 is included in the slate of nominees recommended by Echelon's Board of Directors to stockholders for election as directors.
(ii) Each Key Holder shall, and shall cause his Related Persons to, (x) attend in person or by proxy every meeting of stockholders of Echelon at which a vote to elect an ENEL Nominee, or any other vote regarding or affecting the ENEL Director or an ENEL Nominee, is to be held and (y) vote or cause to be voted all of the Key Holder Stock (or consent pursuant to an action by written consent of the holders of capital stock of Echelon) in favor of the election of the ENEL Nominee to Echelon's Board of Directors or otherwise as ENEL shall recommend.
(b) If no such stockholders' meeting is to be held, Echelon and each Key Holder who is a director of Echelon shall use their best efforts and take all necessary action to effect the appointment of the ENEL Nominee to the Board of Directors in accordance with Section 3.4 of the Echelon Amended and Restated Bylaws, with such appointment to become effective upon the expiration of the term of, or upon the resignation, removal or other event for vacating the position, of the preceding ENEL Director.