Managing Board Clause Samples
The Managing Board clause defines the structure, authority, and responsibilities of the group or body tasked with overseeing the management and strategic direction of an organization. Typically, this clause outlines how board members are appointed or removed, the scope of their decision-making powers, and the procedures for conducting meetings and making resolutions. By clearly establishing the governance framework, this clause ensures effective oversight and accountability, helping to prevent disputes and promote sound management practices within the organization.
Managing Board. Supervisory board.
Managing Board. (a) Subject to the provisions contained in Section 6.03, the power to direct the business and affairs and general policies of the Company and its subsidiaries, if any, shall be vested exclusively in a managing board (the "Managing Board"). The Managing Board shall consist of six members, three of whom shall be designated by DFI (the "DLL Designees") and three of whom shall be designated by AAC (the "AAC Designees"). Each member of the Managing Board shall hereinafter be referred to as a "Director". DFI shall designate one of the DLL Designees to act as the Chair (the "Chair") of the Managing Board, and the Chair shall preside at all meetings of the Managing Board. The DLL Designees shall serve at the pleasure of DFI, and the AAC Designees shall serve at the pleasure of AAC. Any Director may be removed from the Managing Board only by the Member that appointed him or her, in such Member's sole discretion and for any reason or for no reason, by delivering written notice of such removal to the Company and the other Member.
(b) Regular meetings of the Managing Board shall be held quarterly at the offices of the Company or at such other times and places as may be fixed by the Managing Board, including by conducting meetings via telephonic conference calls. A quorum of the Managing Board shall consist of at least one DLL Designee and at least one AAC Designee, which quorum must be present at all meetings or telephonic conference calls of the Managing Board. The Board may hold special meetings, which meetings may be called by at least two Directors or by the CEO. Written notice of such special meetings must be provided to all Directors who did not call such special meeting, at least seven days prior to the scheduled date of such special meeting, which notice shall identify the purpose(s) of the special meeting; provided, however, that any Director may waive such notice by attendance or in writing. Directors may participate in a meeting by means of telephone conference, and participation in a meeting by such means shall be deemed to constitute presence in person at the meeting. Directors may be represented at meetings by written proxy or by a designee. All documents, data and other information necessary to the effective functioning of the Managing Board shall be furnished to each Director reasonably prior to a meeting.
(c) Any Director may resign by giving to the Chair and the other Directors 30 days' prior written notice. Any vacancy in the Managing Board, whether...
Managing Board. 12 Section 3.2 Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Managing Board. (a) Forthwith upon execution of this Agreement, the Venturers shall form and constitute a managing board (the “Managing Board”) which shall have responsibility for the general day to day operation and administration of the Joint Venture. The Managing Board shall decide all matters of policy relating to the business of the Joint Venture. The Managing Board’s duties shall be as set out and described in the incorporating documents of the Corporation.
(b) The Managing Board shall be comprised of _____ (insert number) members (“Nominees”), of whom ____ (insert number) shall be appointed by each of the Venturers. Each Party shall be entitled, from time to time, to change its Nominees upon written notice to the other Party. Such change of Nominees shall be effective upon receipt of a written notice by the chairman (the “Chairman”) of the Managing Board.
(c) The Managing Board shall cause the terms of this Agreement to be implemented and give such directions to the Parties as may be necessary from time to time.
(d) The Managing Board may, from time to time, delegate any powers and responsibilities to any person as it may see fit.
(e) The Managing Board shall report to the Board of Directors. The Board of Directors may make such other rules governing the responsibility and procedure of the Managing Board.
Managing Board. The Company shall be managed by a Managing Board comprised of five individuals unless the Members change the size of the Managing Board by a Membership Supermajority vote of the Members. The Managing Board Members are ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Kalitta, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ who shall serve until replaced by a Membership Supermajority vote of the Members. Each of the Managing Board Members shall have a single equal vote on all matters properly before the Managing Board and the Managing Board Members may replace, by a vote of at least 80% of the Managing Board Members, the Chairperson of the Managing Board who shall be responsible to ensure that the Managing Board takes action on all matters necessary for the operation of the Company. The initial Chairperson of the Managing Board shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. The Chairperson of the Managing Board shall hold a meeting of the Managing Board upon the request of any two Managing Board Members and shall place on the agenda for such meeting any matter requested by any two Managing Board Members. Costs for such meetings will be born by the Company including travel expenses. Meetings may be held telephonically.
Managing Board. The Managing Board shall be vested with the management of the Company's affairs. The Managing Directors shall in the conduct of their management duly observe and comply with directives that may have been drawn up by the Supervisory Board, in respect of the general lines of the financial, social, economic and staff policy to be adopted and pursued in the business of the Company. If there is more than one Managing Director in office, the General Meeting of Shareholders may grant to one or more Managing Directors the title of Algemeen Directeur (General Managing Director)
Managing Board. At the Effective Time, the members of the managing board of XO LLC designated as such in the LLC Agreement shall be the members of the managing board of the Surviving Entity until their successors are duly elected and qualified.
Managing Board. The Shareholders agree to vote their Shares to elect Lars ▇▇▇▇▇▇▇▇ ▇▇ an additional member of the Managing Board promptly following the date hereof to serve as provided in the Agreement and the Articles of Association.
Managing Board. (a) Except as provided herein or in the Joint Venture Agreement, the Managing Board shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities which the Managing Board deems necessary, useful or appropriate for the management and conduct of the Company's business and affairs.
(b) The Managing Board shall consist of five members, three of which shall be designated "Class A Managers" and two of which shall be designated "Class B Managers." The Class A Managers and the Class B Managers are collectively referred to as the "Managers." The Class A Member shall appoint the Class A Managers, and the Class B Member shall appoint the Class B Managers.
Managing Board. Each year, the managing board shall prepare a business plan and budget, subject to the approval of the supervisory board.