Function of Directors Sample Clauses

Function of Directors. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. All powers of the Corporation may be exercised by or under authority of the Board of Directors, except as conferred on or reserved to the stockholders by statute or by the Charter or By-Laws.
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Function of Directors. The business and affairs of the Company shall be managed under the direction of a Board of Directors appointed as herein provided. From and after the Ring-Fence Effective Date, the Board of Directors shall consist of seven or more natural persons appointed by the Members. At least a majority of the members of the Board of Directors must be "independent" (as defined by New York Stock Exchange rules). Of the remaining directors, at least one shall be selected from among the officers or employees of the Company or a Company Subsidiary. Three of the members of the Board of Directors shall have a residence or principal place of business or employment in the service territory of the Company’s utility subsidiaries, one from Delmarva Power & Light Company service territory in Delaware, one from Atlantic City Electric Company service territory in New Jersey, and one from Potomac Electric Power Company service territory in Maryland or the District of Columbia. At least one of the members of the Board of Directors shall have a residence in the State of Maryland. At least one of the independent members of the Board of Directors shall be a resident of the District of Columbia. At least one of the members of the Board of Directors shall be the Chief Executive Officer of Potomac Electric Power Company. All powers of the Company may be exercised by or under authority of the Board of Directors, except as conferred on or reserved to the Member by statute or by this Agreement.
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Function of Directors. The business and affairs of the Company shall be managed under the direction of a Board of Directors appointed as herein provided. From and after the Conversion until the Ring-Fence Effective Date, the Board of Directors shall consist of the following three Persons: Xxxxxxxxxxx X. Xxxxx Xxxxx X. X’Xxxxx Xxxxx Xxxxxxxxx From and after the Ring-Fence Effective Date, the Board of Directors shall consist of seven or more natural persons appointed by the Members. At least a majority of the members of the Board of Directors must be “independent” (as defined by New York Stock Exchange rules). Of the remaining directors, at least one shall be selected from among the officers or employees of the Company or a Company Subsidiary. Three of the members of the Board of Directors shall have a residence or principal place of business or employment in the service territory of the Company’s utility subsidiaries, one from Delmarva Power & Light Company service territory in Delaware, one from Atlantic City Electric Company service territory in New Jersey, and one from Potomac Electric Power Company service territory in Maryland or the District of Columbia. At least one of the members of the Board of Directors shall have a residence in the State of Maryland. At least one of the independent members of the Board of Directors shall be a resident of the District of Columbia. At least one of the members of the Board of Directors shall be the Chief Executive Officer of Potomac Electric Power Company. All powers of the Company may be exercised by or under authority of the Board of Directors, except as conferred on or reserved to the Member by statute or by this Agreement.
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Related to Function of Directors

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Designation of Directors The designees to the Company’s board of directors described above (each a “Designee”) shall be selected as follows:

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Selection and Nomination of Directors While this Plan is in effect, the selection and nomination of persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors") shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Directors.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Duties of Directors Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

  • Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

  • Election of Director The holders of a majority of the outstanding shares of Class A-1 Preferred Stock shall have the right voting as a class to elect one member of the Company’s board of directors (the “Preferred Director”), including to fill a vacancy as to the Preferred Director. Any Preferred Director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the then outstanding shares of Class A-1 Preferred Stock.

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

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