Governance and Control Sample Clauses

Governance and Control. A. Sage is governed by the User Council, as specified by the Sage Bylaws. B. The User Council shall: i. Develop and maintain bylaws governing Sage activities and services. ii. Determine strategic priorities. iii. Approve Sage budgets and expenditure plans. iv. Set policies for the Sage and its relationship with member institutions. v. Establish committees, advisory groups, and task forces as needed. vi. Recommend individuals for hire to Sage positions and provide evaluation comments annually to the fiscal agent. vii. Compensate the Sage fiscal agent for all authorized expenditures and administrative costs related to Sage fiscal agency duties.

Governance and Control. The following provisions shall be implemented as soon as practicable after the Closing, and the governance arrangements and the agreements of ▇▇▇▇ and AML which are set forth in this Section 2.4 shall be continuing obligations of the parties throughout the continuance of the Joint Venture, except as otherwise expressly provided in this Agreement: (a) The board of directors of Holding Company shall be comprised of eight members, four of whom shall be selected by ▇▇▇▇ and four of whom shall be selected by AML. Of the four directors selected by each party, two shall be Inside Directors and two shall be Outside Directors. (b) As soon as possible after the Closing, the parties shall take all action necessary to cause ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to be elected as the Chief Executive Officer of Holding Company and of AVLIC. The Chief Executive Officer's term of office at both Holding Company and AVLIC shall continue for five years from the Closing Date or until a successor is duly elected by a majority of the board of directors of Holding Company at an earlier date. (c) ▇▇▇▇ and AML shall cause the boards of directors of AVLIC and of AIC to be comprised of six members, three of whom shall be selected by ▇▇▇▇ and three of whom shall be selected by AML. All such directors shall be Inside Directors. (d) ▇▇▇▇ and AML shall cause the board of directors of each of AVLIC and of AIC to form an executive committee consisting of two directors, one of whom shall be selected by ▇▇▇▇ and one of whom shall be selected by AML; PROVIDED that such selections must be mutually acceptable to both parties in their reasonable discretion. As soon as possible after the Closing, ▇▇▇▇ shall take all action necessary to select ▇▇▇▇▇▇▇ ▇. Louis as its initial appointee to each such executive committee, and AML shall take all action necessary to select ▇ ▇ ▇▇▇▇ as its initial appointee to each such executive committee, and the parties agree that those selections are mutually acceptable. Any action of either executive committee shall require the unanimous vote of both of its members, and if one member is not present or is unable to vote on such matter, or in the event of a vacancy, then the executive committee shall not take any action until two members selected in accordance with this subsection (d) are able to vote. The executive committees of AVLIC and AIC shall have such duties as the respective board of directors may direct, but it is understood that the Chief Executive Officer of each of AVLIC and ...

Governance and Control. 26. Section 2.4(a) is amended by deleting the current text in its entirety and replacing it with the following: The board of directors of Holding Company shall be comprised of ten members, five of whom shall be selected by ALIC and five of whom shall be selected by AML. Of ▇▇▇ five directors selected by each party, three shall be Inside Directors and two shall be Outside Directors. After a President of AVLIC is selected as provided in Section 2.4(e) hereof, that individual may be added as an additional member of the board of directors of Holding Company; provided, however, that the vote of this individual shall not be taken into account in determining whether any majority vote as described in Section 2.4(g) hereof has been obtained.

Governance and Control. The BCF Executive Group

Governance and Control a) At least one Director of the Company shall be on the Board of the Material non-listed Indian Subsidiary. b) Audit Committee of the Company shall review the financial statements, in particular, the investments made by Material Subsidiary on an annual basis. c) Board Meetings minutes of Material Subsidiary shall be placed before the Board. d) Statement of all Significant Transactions & Arrangements entered into by Material subsidiary shall be placed before the Board on quarterly basis. e) Management shall present to the Audit Committee annually, list of such Material subsidiaries together with the details of materiality defined herein. The Audit Committee shall review the same and make suitable recommendations to the Board.

Governance and Control. 1. The Board of Directors shall have general supervision over all of the affairs of the organization, subject to the will of the organization expressed any duly called meeting. The Board of Directors shall possess all powers necessary to carry out the provisions of this agreement and the specific purposes and functions set forth in Section I, ACTIVITIES, including but not limited to the power on behalf of the League of Oregon Cities, directly or through other entities, to rent, lease, purchase, receive and hold property, both real and personal, and to rent, lease, mortgage, hypothecate, sell or otherwise dispose of the same. 2. The Board of Directors shall consist of the officers and Directors of the League. 3. The officers of the League shall be a President, Vice President, Treasurer, Past-President, eleven members at large, and an Executive Director, each of whom, with the exception of the Executive Director, shall hold an elective or appointment position in a city who is a participant in this agreement. The officers shall exercise the usual powers and duties incident to their offices and as provided herein. 4. All officers, except the Executive Director, shall be elected at the annual conference of the League and shall hold office until their successors are elected and qualified. The Executive Director shall be appointed by the Board of Directors and shall hold office at the pleasure of said committee. 5. Any vacancy in office shall be filled by appointment by the President, subject to the approval of the Board of Directors. 6. Meetings of the Board of Directors may be held at any time upon call of the President or of any three members. A majority of incumbent members shall constitute a quorum. The members of the Board of Directors may vote either in person or by mail upon any issue submitted to the Committee.

Governance and Control