Nominating Committee Subject to the provisions of Article X, the Nominating Committee shall consist of such number of Directors (none of whom shall be an employee of the Corporation) as may be determined from time to time by the Board. Subject to the provisions of Article X, the Committee shall review the qualifications of potential candidates for the Equity Directors and shall propose nominees for the Equity Directors who are nominated by the Board. Subject to the provisions of Article X, in making their nominations, the Nominating Committee and the Board of Directors shall take into consideration that (i) the Board of Directors shall have meaningful representation of a diversity of interests, including floor brokers, floor traders, futures commission merchants, producers, consumers, processors, distributors and merchandisers of commodities traded on Chicago Mercantile Exchange Inc. (the “Exchange”) or Board of Trade of the City of Chicago, Inc. (the “CBOT”), participants in a variety of pits or principal groups of commodities traded on the Exchange or the CBOT and other market users or participants; (ii) at least 10% of the members of Board of Directors shall be composed of persons representing farmers, producers, merchants or exporters of principal commodities traded on the Exchange or the CBOT; and (iii) at least 20% of the members of the Board of Directors shall be composed of persons who do not possess trading privileges on either the Exchange or the CBOT, are not salaried employees of the Corporation and are not officers, principals or employees who are involved in operating the futures exchange related business of a firm entitled to members’ rates on either the Exchange or the CBOT. Notwithstanding the foregoing, the Nominating Committee shall include the Chief Executive Officer of the Corporation as a nominee for an Equity Director at any annual meeting of shareholders at which his or her term is scheduled to expire; provided, that if such term expiration occurs during the Transition Period, the Chief Executive Officer shall be nominated as a CME Director. Subject to the provisions of Article X, a majority of the Nominating Committee shall constitute a quorum necessary to transact business.
Corporate Governance Ultimus shall provide the following services to the Trust and its Funds:
Board Committees The Director hereby agrees to sit in the relevant committees of the Board and to perform all of the duties, services and responsibilities necessary thereunder.
Corporate Governance Matters (a) At the Closing, the Company shall deliver to Parent evidence reasonably satisfactory to Parent of the resignation of the directors of the Company and of any Subsidiary requested by Parent, effective at the Effective Time.
Audit Committee (A) The Audit Committee shall be composed of five members who shall be selected by the Board of Directors from its own members, none of whom shall be an officer of the Company, and shall hold office at the pleasure of the Board.
COMPLIANCE COMMITTEE (1) Within thirty (30) days of the date of this Agreement, the Board shall appoint a Compliance Committee of at least three (3) directors, of which no more than one (1) shall be an employee or controlling shareholder of the Bank or any of its affiliates (as the term “affiliate” is defined in 12 U.S.C. § 371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee and, in the event of a change of the membership, the name of any new member shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for monitoring and coordinating the Bank's adherence to the provisions of this Agreement.
Compensation Committee (A) The Compensation Committee shall be composed of not more than five (5) members who shall be selected by the Board of Directors from its own members who are not officers of the Company and who shall hold office during the pleasure of the Board.
Chairman of the Board The Chairman of the Board, if any, shall perform such duties as shall be assigned, and shall exercise such powers as may be granted to him or her by the Manager or the Board.
Delegation; Committees The Trustees shall have the power, consistent with their continuing exclusive authority over the management of the Trust and the Trust Property, to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things, including any matters set forth in this Declaration, and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient. The Trustees may designate one or more committees which shall have all or such lesser portion of the authority of the entire Board of Trustees as the Trustees shall determine from time to time except to the extent action by the entire Board of Trustees or particular Trustees is required by the 0000 Xxx.
Employee Relations Committee The parties agree to establish and maintain a joint Employee Relations Committee, which shall consist of three (3) representatives of the Association appointed by the President of the Association and three (3) management representatives appointed by the Board of Higher Education acting through the Council of Presidents. The representatives of the parties may be accompanied by advisors of their choosing at any meeting of the Employee Relations Committee. The purposes of this committee shall be (1) to xxxxxx good labor-management relations through the implementation of the terms of this Agreement; (2) to seek to resolve, consistent with this Agreement, problems or disputes arising under this Agreement; (3) where appropriate, to seek the resolution of grievances consistent with the terms of this Agreement; and, (4) where appropriate, subject to the provisions of this Section, to enter into mutual agreements to effectuate the terms of this Agreement. Anything herein contained to the contrary notwithstanding, no person or body referenced in this Section C(2) shall have the authority to alter, amend, extend or revise any term of this Agreement. The Association and the Board of Higher Education acting through the Council of Presidents shall each designate a spokesperson who shall be the authorized agent of each party in the discharge of its responsibilities under this Section. Meetings of the Employee Relations Committee will be scheduled monthly, and on the call of either party, through its spokesperson. Special meetings shall be scheduled at mutually agreeable times, but not later than five (5) working days from the date of receipt of the request. Special meeting requests may be made orally or in writing by the spokesperson of either party to the other and shall specify the reasons for which such special meeting is requested. The spokesperson of the Association shall serve and preside as Chair at the first meeting; thereafter, the role of Chair will alternate between the spokesperson of the Association and the spokesperson of the Council of Presidents. A representative of the party not chairing the meeting will take minutes of the meeting. The parties agree that their representatives shall have the authority and power to reach agreements, settlements, and other adjustments on their behalf. Minutes of each meeting should be signed within forty-five (45) days after such meeting. The Committee shall sponsor and arrange for a contract orientation meeting to be held at a State University on October 1, 2019. Each Chapter President and a person appointed by him/her and two (2) persons designated by the President of each University shall attend representing the parties at each University.
