Members of the Board of Managers Sample Clauses

Members of the Board of Managers. Management of the Company is vested in one or more managers whose names, addresses, appointing Member, and allocated votes are as follows: NAME ADDRESS APPOINTING MEMBER ALLOCATED VOTES Xxxxxx Xxxxxxx 000 Xxxxxx Xxxxxx Pembroke, MA 02359 Xxxxxxx 50 Xxxxxx Xxxxxx 00000 Xxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxx, XX 00000 Xxxxxx, Xxxx Feng, & Xxxxxxxx (“DCA”) 50 Independent Member Jointly appointed by unanimous decision of the Members of the Board of Managers 10
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Members of the Board of Managers. (a) BOARD OF MANAGERS. Subject to change pursuant to Section 7.02(b), the Board of Managers shall consist of six (6) members. Four (4) members of the Board of Managers shall be appointed by BH/RE and two (2) shall be appointed by Starwood; provided, however, that any party with a right to appoint more than one member to the Board of Managers may appoint fewer than such number and allocate the votes associated with the vacant position(s) to one or more of the positions filled by such party (so that, for example, BH/RE could appoint two members of the Board of Managers with two votes each, in which case, for the quorum, voting and other provisions of this Agreement, each such member of the Board of Managers shall count as two members of the Board of Managers). The initial members of the Board of Managers appointed by BH/RE will be Doug Tietelbaum and Robert Earl (having two votes each), and the initxxx xxxxxx xx xhe Boxxx xx Xxxxgers appointed by Starwood shall be Joe Long (having two votes). In addition, each Member may designate oxx xx xxre alternative members to act in the absence of its representative. Each appointing Member may, by written notice to the others, remove any person appointed by such Member and appoint a substitute therefor.
Members of the Board of Managers. (a) The Members shall elect five (5) persons to serve on the Board of Managers of the Company. Each Manager shall serve a term of one (1) year. The five (5) Managers shall be elected as follows: (a) BRC shall be entitled to elect two (2) Managers until such time as BRC holds no Units; (b) Manchester shall be entitled to elect two (2) Managers until such time as Manchester holds no Units; and (c) the Distributors shall be entitled to elect one (1) Manager until such time as the Distributors hold no Units. The initial BRC Managers shall be Billx Xxxx xxx Josexx Xxxx. Xxe initial Manchester Managers shall be Bob Xxxxxxx xxx Darrxx Xxxxxxxxxxxxx. Xxe initial Distributor Manager shall be Darrxx XxXxxxxxx. Xx such time as a Member or group of Members (i.e. the Distributors) who is entitled to elect a Manager(s) holds no Units , such Member or group of Member's right to elect a Manager(s) shall automatically cease and such vacancy shall be filled by a Majority Interest of the Members. Each Manager shall be able to resign at any time and can be removed at any time by the affirmative vote of the Member or group of Members entitled to elect such Manager or, if no specific Member or group of Members is entitled to elect such Manager, by a Majority Interest of the Members. Any vacancy in the Board of Managers shall be filled by the Members or group of Members entitled to elect such Manager within 15 days of such vacancy or, if no specific Member or group of Members is entitled to elect such Manager, by a Majority Interest of the Members. The Board of Managers shall not act, attempt to act or call meetings unless all Managers have been duly appointed. A quorum of the Board of Managers shall consist of all five (5) duly elected Managers present either in person or by written proxy. No Manager of the Company may be an officer of the Company.
Members of the Board of Managers 

Related to Members of the Board of Managers

  • Board of Managers Section 3.01

  • Committees of the Board of Directors The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

  • The Board of Directors AGREES TO—

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Committees of the Board The Board of Managers may from time to time appoint such standing or special committees as it may deem for the best interest of the Company, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Managers.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

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