How Constituted. By resolution adopted by the Board of Trustees, the Board may designate one or more committees, including an Executive Committee, each of which shall consist of at least two Trustees. Each member of a committee shall be a Trustee and shall hold office during the pleasure of the Board.
How Constituted. The Board of Directors may designate one or more Committees, including an Executive Committee, each such Committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. Thereafter, members (and alternate members, if any) of each such Committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or re-designated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his or her successor shall have been designated or until he or she shall cease to be a Director, or until his or her earlier death, resignation or removal.
How Constituted. The Board of Directors may, by resolution --------------- adopted by a majority of the whole Board, designate one or more Committees, including an Executive Committee, each such Committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. Thereafter, members (and alternate members, if any) of each such Committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or re-designated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his earlier death, resignation or removal. [Section 141(c).]
How Constituted. The Board of Directors may designate one or more Committees, including an Executive Committee, each such Committee to consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such Committee, who may replace any absent or disqualified member or members at any meeting of such Committee. In addition, unless the Board of Directors has so designated an alternate member of such Committee, in the absence or disqualification of a member of such Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Thereafter, members (and alternate members, if any) of each such Committee may be designated at the annual meeting of the Board of Directors. Any such Committee may be abolished or redesignated from time to time by the Board of Directors. Each member (and each alternate member) of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his earlier death, resignation or removal.
How Constituted. The Board of Directors, by resolution adopted by a majority of the whole Board, (a) shall designate an Executive Committee, a Compensation and Benefits Committee and an Audit Committee (each, a "Standing Committee" and, collectively, the "Standing Committees") and (b) may designate one or more additional committees (each, an "Additional Committee" and, together with the Standing Committees, the "Committees"). During the term of the Stockholders Agreement, each Standing Committee shall consist of such number of Directors as provided by this Section 3.01. Each Additional Committee shall consist of such number of Directors as from time to time may be fixed by the Board of Directors. The Executive Committee shall consist of the chief executive officer of the Corporation and four other Directors selected in the manner provided in Section 2 of the Stockholders Agreement. One of the Directors nominated by the CDR Fund (as provided in Section 2(a) of the Stockholders Agreement) shall serve as the Chairman of the Executive Committee. Each of the Compensation and Benefits Committee and the Audit Committee shall consist of five Directors who shall be selected in the manner provided in Section 2 of the Stockholders Agreement. Any Additional Committee may be abolished or re-designated from time to time by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any Additional Committee, who may replace any absent or disqualified member or members at any meeting of Additional Committee. Members of any Standing Committee or any Additional Committee shall (and alternate members, if any, of any Additional Committee may) be designated at the annual meeting of the Board of Directors. Each member of any Standing Committee or any Additional Committee (and any alternate member of any Additional Committee) (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his successor shall have been designated or until he shall cease to be a Director, or until his earlier death, resignation or removal. [Section 141(b),(c).]
How Constituted. The Board may designate one or more committees (a “Committee”). Each Committee shall consist of such number of Directors (or other such other persons as designated by the Board in connection with Section 3.9 or otherwise) as from time to time may be fixed by a majority of the total authorized membership of the Board. Subject to this Section 3.1, any Committee may be abolished or re-designated from time to time by the Board. Each member of any Committee (whether designated at an annual meeting of the Board or to fill a vacancy or otherwise) shall hold office until his or her successor shall have been designated or until he or she shall cease to be a Director (unless he or she was not a Director when first designated as a member of such Committee), or until his or her earlier death, resignation or removal.
How Constituted. Except as otherwise provided in and subject to Article XI of these By-Laws, the Board shall have an Audit Committee, Compensation Committee, Compliance Committee, Nominating and Corporate Governance Committee and such other committees as the Board may determine (each, a “Committee” and collectively, the “Committees”). Except as otherwise provided in and subject to Article XI of these By-Laws, each Committee shall consist of such number of directors as from time to time may be fixed by the Board and shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation to the extent delegated to such Committee by the Board but no Committee shall have any power or authority as to (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, (b) adopting, amending or repealing any of these By-laws or (c) as may otherwise be excluded by law or by the Certificate of Incorporation, and no Committee may delegate any of its power or authority to a subcommittee unless so authorized by the Board. Except as otherwise provided in and subject to Article XI of these By-Laws, any Committee may be abolished or re-designated from time to time by the Board.
How Constituted. The Labor Relations Committee shall be composed of six (6) members: 2 selected by the Association; 2 selected by the Sheriff or Constable, as applicable; and 2 selected by the County JUDGE or COMMISSIONERS COURT.
How Constituted. The Board of Directors may designate an executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees shall consist of two or more directors. Members of the executive committee and of any such other committees shall be designated annually at the annual meeting of the Board of Directors; provided, however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee. Each member of the executive committee and of any other committee shall hold office until his or her successor shall have been designated or until his or her resignation or removal in the manner provided in these By-laws.
How Constituted. 8 Section 3.02 Powers.............................................................................8 Section 3.03 Proceedings........................................................................9 Section 3.04 Quorum and Manner of Acting........................................................9 Section 3.05 Action by Telephonic Communications...............................................10 Section 3.06 Absent or Disqualified Members....................................................10 Section 3.07 Resignations......................................................................10 Section 3.08 Removal...........................................................................10 Section 3.09 Vacancies.........................................................................10 Table of Contents (continued)
