Governance and Program Structure Clause Samples

The "Governance and Program Structure" clause defines how a program or project will be managed and overseen. It typically outlines the roles and responsibilities of various stakeholders, such as committees, managers, or boards, and describes the decision-making processes and reporting requirements. By establishing clear lines of authority and communication, this clause ensures that the program operates efficiently and that accountability is maintained throughout its duration.
Governance and Program Structure. 4.1 Joint panel: 4.1.1 The Peer Assistance and Review Program shall be administered by a panel consisting of five (5) members, including three (3) permanent certificated classroom teachers selected by classroom teachers in an election conducted by the Association, and two (2) administrators appointed by the District. Qualifications for teacher representatives shall be the same as those for consulting teachers as set forth in Section 4.2.1. A panel member’s term shall be three years, except the first terms of the teacher members will be one 1-year term, one 2-year term, and one 3-year term. The election will be held by May 1. 4.1.2 The joint panel shall make all decisions through consensus in the area of appointments, recommendations to the Board, program plan, and recommended budget. In the absence of consensus, decisions will be made by a majority vote. Four of the five panel members shall constitute a quorum for purposes of meeting and conducting business. 4.1.3 The joint panel’s primary responsibilities include the selection and oversight of the consulting teachers. In addition, the panel shall have the following responsibilities: 4.1.3.1 By March 1 of each fiscal year, to prepare a recommended budget for submission to the governing board within the proportion of the estimated state revenues generated by the program that the Board has determined will be used for peer assistance and review, and setting forth estimated expenditures including the projected number of participating teachers, the number of consulting teachers to serve the projected need, the amount of release time for the panel and consulting teachers, stipends for panel members who are members of the bargaining unit, stipends for consulting teachers, and the projected cost for training, administrative overhead, and other necessary services. Stipends for consulting teachers shall be $1400 for each referred participating teacher assisted and at the $850 rate of article XVIII for each voluntary participating teacher assisted, not to exceed a maximum of two referred teachers and one voluntary teacher per consulting teacher per year, or three voluntary participating teachers per year. Annual stipends for members of the joint panel shall be $250. 4.1.3.2 Assign consulting teachers by June 1. 4.1.3.3 Review final consulting teacher reports on referred teachers. 4.1.3.4 Assess the effectiveness of the overall program regarding the assistance provided by consulting teachers. 4.1.3.5 Coordinate with t...
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Governance and Program Structure. 16.4.1 The Peer Assistance and Review Program will be administered by a Joint Committee consisting of three members, two selected by the Federation and one appointed by the County Superintendent. Qualifications for the teacher representatives to the Joint Committee shall be the same as those for Consulting Teacher as set forth in subsection 4. 2.1. A Committee member’s term shall be two years, except the first terms shall be one two-year term and one one-year term for the teacher members. The County Office member shall have a two- year term. The Committee shall establish a procedure for selecting the Chair, which shall be a teacher member. The Chair shall be a full voting member of the Committee. 16.4.1.1 The Joint Committee will make all decisions in the areas of appointments, reports, plan and budget and make recommendations to the Federation and County Superintendent. Decisions will be made by a majority vote. Attendance by all three members of the Joint Committee will be necessary for purposes of meeting and conducting business. 16.4.1.2 The Joint Committee’s primary responsibilities are to establish the annual Program and budget, and to select and oversee the Consulting Teachers. In addition, the Committee shall: i. Assign Consulting Teachers to the Participating Teacher, although the Participating Teacher shall have the right to present reasons in writing why a specific Consulting Teacher should be replaced with another Consulting Teacher, and to have those reasons considered by the Joint Committee; ii. Review Consulting Teachers’ reports on RPTs; iii. Establish procedures for reviewing the effectiveness of the Consulting Teachers in their role; iv. Coordinate with the County Office to provide training for Consulting Teachers, committee members and participating teachers; [Training may consist of but will not be limited to Peer Coaching, Adult Learning Theory, Professional Writing, including Factual Reporting and Articulation of Professional Judgment.] v. Send written notification regarding participation in the PAR program to the Referred Teacher, the Consulting Teacher and the Evaluator; vi. Establish internal operating procedures and regulations necessary to carry out the requirements of the Education Code and this section of the Agreement; vii. Submit to the County Superintendent recommendations regarding RPTs, including forwarding the names of any individuals who, after sustained assistance, are unable to demonstrate satisfactory improvement acco...
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Governance and Program Structure. A. The Peer Assistance and Review Program will be administered by a Panel consisting of five (5) members, three (3) permanent certificated classroom teachers selected by the Association and two (2) administrators appointed by the District. There shall also be one (1) alternate each for the teachers, who shall be a permanent classroom teacher, and the District, who shall be an administrator, to be trained and assume Panel duties if needed in the event of a conflict of interest or if a panel member is unable to perform his/her duties. There may be one (1) ex officio/nonvoting member of the Panel chosen by the Association and one (1) ex officio/nonvoting member of the Panel chosen by the District. B. The parties to this Agreement share a mutual interest in appointing members to the Panel who reflect grade level diversity and who have demonstrated successful professional experience in the District.
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Governance and Program Structure. Joint Panel 6.4.4.1 PAR will be administered by a Panel consisting of five members, three selected by the Association, and two administrators appointed by the District. Qualifications for the teacher representatives shall be the same as those for Consulting Teachers. A teacher’s representative term shall be two years. The Panel shall establish a procedure for selecting the Chair. The term of the Chair shall be one year, and the position shall alternate between the Association and the District. The Chair shall be a full voting member of the Panel.
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Governance and Program Structure. 15.4.1 Joint panel: 15.4.1.1 The Peer Assistance and Review Program shall be administered by a panel consisting of nine
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Governance and Program Structure 
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Related to Governance and Program Structure

  • Governance Structure The Academy shall be organized and administered under the direction of the Academy Board and pursuant to the governance structure as set forth in its Bylaws. The Academy’s Board of Directors shall meet at least six times per fiscal year, unless another schedule is mutually agreed upon by the University President or Designee and the Academy.

  • Governance (a) The HSP represents, warrants and covenants that it has established, and will maintain for the period during which this Agreement is in effect, policies and procedures: that set out a code of conduct for, and that identify the ethical responsibilities for all persons at all levels of the HSP’s organization; to ensure the ongoing effective functioning of the HSP; for effective and appropriate decision-making; for effective and prudent risk-management, including the identification and management of potential, actual and perceived conflicts of interest; for the prudent and effective management of the Funding; to monitor and ensure the accurate and timely fulfillment of the HSP’s obligations under this Agreement and compliance with the Enabling Legislation; to enable the preparation, approval and delivery of all Reports; to address complaints about the provision of Services, the management or governance of the HSP; and to deal with such other matters as the HSP considers necessary to ensure that the HSP carries out its obligations under this Agreement. (b) The HSP represents and warrants that: it has, or will have within 60 Days of the execution of this Agreement, a Performance Agreement with its CEO that ties a reasonable portion of the CEO’s compensation plan to the CEO’s performance; it will take all reasonable care to ensure that its CEO complies with the Performance Agreement; it will enforce the HSP’s rights under the Performance Agreement; and a reasonable portion of any compensation award provided to the CEO during the term of this Agreement will be pursuant to an evaluation of the CEO’s performance under the Performance Agreement and the CEO’s achievement of performance goals and performance improvement targets and in compliance with Applicable Law. “compensation award”, for the purposes of Section 9.3(b)(4) above, means all forms of payment, benefits and perquisites paid or provided, directly or indirectly, to or for the benefit of a CEO who performs duties and functions that entitle him or her to be paid.

  • Governance Matters (a) The Company shall cause the Investor Designated Director to be elected or appointed on the Closing Date to the Board of Directors as well as the board of directors of the Bank (the “Bank Board”), subject to satisfaction of all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board. The Company shall recommend to its shareholders the election of the Investor Designated Director to the Board of Directors at the Company’s annual meeting, subject to satisfaction of all legal and governance requirements regarding service as a director of the Company. If the Investor no longer has the Qualifying Ownership Interest, it shall have no further rights under Sections 3.4(a), 3.4(b), 3.4(c) and 3.4(d) and, in each case, at the written request of the Board of Directors, the Investor shall use all reasonable best efforts to cause the Investor Designated Director to resign from the Board of Directors and the Bank Board as promptly as possible thereafter. The Board of Directors and the Bank Board shall cause the Investor Designated Director to be appointed to the committees of the Board of Directors and the Bank Board, as applicable, identified by the Investor, so long as the Investor Designated Director qualifies to serve on such committees subject to satisfaction of all legal and governance requirements regarding service as a committee member. (b) For so long as the Investor owns, in the aggregate with its Affiliates, ten percent (10%) or more of the outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization) (the “Qualifying Ownership Interest”), the Investor Designated Director shall, subject to applicable Law, be the nominee of the Company and the Nominating Committee of the Board of Directors (the “Nominating Committee”) to serve on the Board of Directors and on the Bank Board. The Company shall use its reasonable best efforts to have the Investor Designated Director elected as director of the Company by the shareholders of the Company and the Company shall solicit proxies for the Investor Designated Director to the same extent as it does for any of its other nominees to the Board of Directors. (c) For so long as the Investor owns, in the aggregate with its Affiliates, the Qualifying Ownership Interest, the Investor Designated Director shall, subject to applicable Law (including the applicable rules of the NYSE), be appointed to the committees of the Board of Directors and the Bank Board (or any other committees performing similar functions of the foregoing committees) identified by the Investor. (d) Subject to Section 3.4(a), upon the death, disability, resignation, retirement, disqualification or removal from office of a Designated Investor Director, the Investor shall have the right to designate the replacement for the Investor Designated Director, which replacement shall be reasonably acceptable to the Company and shall satisfy all legal and governance requirements regarding service as a member of the Board of Directors and the Bank Board, as applicable. The Board of Directors shall use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with such person (including such person, subject to applicable Law, being the Company’s and the Nominating Committee’s nominee to serve on the Board of Directors, calling a special meeting of shareholders to vote on such person, using all reasonable best efforts to have such person elected as director of the Company by the shareholders of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors). (e) For so long the Investor with its Affiliates owns, in the aggregate with its Affiliates, five percent (5%) or more of the aggregate number of outstanding shares of Common Stock (as adjusted from time to time for any reorganization, recapitalization, stock dividend, stock split, reverse stock split, or other like changes in the Company’s capitalization), the Company shall, subject to applicable Law, invite a person designated by the Investor and reasonably acceptable to the Board of Directors (the “Observer”) to attend all meetings of the Board of Directors and the Bank Board (including any meetings of committees thereof which the Investor Designated Director is a member) in a nonvoting observer capacity. If the Investor no longer beneficially owns the minimum number of Common Shares as specified in the first sentence of this Section 3.4(e), the Investor shall have no further rights under this Section 3.4(e). The Investor shall cause the Observer to agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information provided to such Observer and the Company, the Board of Directors, the Bank Board and any committees thereof shall have the right to withhold any information and to exclude the Observer from any meeting or portion thereof (i) if doing so is, in the opinion of counsel to the Company, necessary to protect the attorney-client privilege between the Company and counsel or (ii) if the Board of Directors, the Bank Board or any committee thereof determines in good faith, after consultation with counsel, that fiduciary requirements under applicable Law would make attendance by the Observer inappropriate. The Observer shall have no right to vote on any matters presented to the Board of Directors, the Bank Board or any committee thereof. (f) The Investor Designated Director shall be entitled to the same compensation, including fees, and the same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors or the Bank Board, as applicable, and the Investor Designated Director shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or the Bank Board, or any committee thereof, to the same extent as the other members of the Board of Directors or the Bank Board, as applicable. The Company shall notify the Investor Designated Director of all regular meetings and special meetings of the Board of Directors or the Bank Board and of all regular and special meetings of any committee of the Board of Directors or the Bank Board of which the Investor Designated Director is a member in accordance with the applicable bylaws. The Company and the Bank shall provide the Investor Designated Director with copies of all notices, minutes, consents and other material that they provide to all other members of their respective boards of directors concurrently as such materials are provided to the other members. (g) Each of the Company and the Bank acknowledges that the Designated Investor Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Investor and/or certain of its Affiliates (collectively, the “Investor Indemnitors”). Each of the Company and the Bank hereby agrees (1) that it is the indemnitor of first resort (i.e., its obligations to the Designated Investor Director are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Designated Investor Director are secondary), and (2) that it shall be required to advance the full amount of expenses incurred by the Designated Investor Director and shall be liable for the full amount of all expenses and liabilities incurred by the Designated Investor Director, in each case to the extent legally permitted and as required by the terms of this Agreement and the articles of incorporation and bylaws of the Company and the Bank (and any other agreement regarding indemnification between the Company and/or the Bank, on the one hand, and the Designated Investor Director, on the other hand), without regard to any rights the Designated Investor Director may have against any Investor Indemnitor. The Company further agrees that no advancement or payment by any Investor Indemnitor on behalf of the Designated Investor Director with respect to any claim for which the Designated Investor Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Designated Investor Director against the Company. The Company agrees that the Investor Indemnitors are express third party beneficiaries of the terms of this Section 3.4(g). (h) For the purposes of the definition of “Change in Control” under the Benefit Plans, the Company acknowledges and agrees that the Investor Designated Director shall be deemed to be an “Incumbent Director” as defined in the applicable Benefit Plans.

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Framework Management Structure The Supplier shall provide a suitably qualified nominated contact (the “Supplier Framework Manager”) who will take overall responsibility for delivering the Goods and/or Services required within this Framework Agreement, as well as a suitably qualified deputy to act in their absence. The Supplier shall put in place a structure to manage the Framework in accordance with Framework Schedule 2 (Goods and/or Services and Key Performance Indicators). A full governance structure for the Framework will be agreed between the Parties during the Framework Agreement implementation stage. Following discussions between the Parties following the Framework Commencement Date, the Authority shall produce and issue to the Supplier a draft Supplier Action Plan. The Supplier shall not unreasonably withhold its agreement to the draft Supplier Action Plan. The Supplier Action Plan shall, unless the Authority otherwise Approves, be agreed between the Parties and come into effect within two weeks from receipt by the Supplier of the draft Supplier Action Plan. The Supplier Action Plan shall be maintained and updated on an ongoing basis by the Authority. Any changes to the Supplier Action Plan shall be notified by the Authority to the Supplier. The Supplier shall not unreasonably withhold its agreement to any changes to the Supplier Action Plan. Any such changes shall, unless the Authority otherwise Approves, be agreed between the Parties and come into effect within two weeks from receipt by the Supplier of the Authority’s notification. Regular performance review meetings will take place at the Authority’s premises throughout the Framework Period and thereafter until the Framework Expiry Date (“Supplier Review Meetings”). The exact timings and frequencies of such Supplier Review Meetings will be determined by the Authority following the conclusion of the Framework Agreement. It is anticipated that the frequency of the Supplier Review Meetings will be once every month or less. The Parties shall be flexible about the timings of these meetings. The purpose of the Supplier Review Meetings will be to review the Supplier’s performance under this Framework Agreement and, where applicable, the Supplier’s adherence to the Supplier Action Plan. The agenda for each Supplier Review Meeting shall be set by the Authority and communicated to the Supplier in advance of that meeting. The Supplier Review Meetings shall be attended, as a minimum, by the Authority Representative(s) and the Supplier Framework Manager.