Responsibility and Authority of the Board. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the laws of the State of Delaware. The Officers shall be vested with such powers and duties as are set forth in Article VII hereof and as are specified by the Board from time to time. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers who shall be agents of the Company.
Responsibility and Authority of the Board. Except as otherwise provided in this Agreement, the relative authority, duties and functions of the Board, on the one hand, and the officers of the Company, on the other hand, shall be identical to the relative authority, duties and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The officers shall be vested with such powers and duties as are set forth in Section 6.1 hereof and as are specified by the Board from time to time. Accordingly, except as otherwise specifically provided in this Agreement, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the Partnership Agreement, the Act or applicable law.
Responsibility and Authority of the Board. Except as otherwise provided in this Agreement, the relative authority and functions of the Board, on the one hand, and the Officers, on the other hand, shall be identical to the relative authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The Officers shall be vested with such powers and duties as are set forth in Section 6.1.
Responsibility and Authority of the Board. It shall be the responsibility of the Board to provide advice to Officers regarding the overall operation and direction of the Company. The function of the Board shall be similar to the oversight typically provided to a Corporation by its board of directors. The Officers shall, at all times, retain final responsibility for the day-to-day management, operation, and control of the Company, subject to the supervision and direction of the Board.
Responsibility and Authority of the Board. Except as otherwise provided in this Agreement and under the provisions of N.J.S.A. 34:13A-1 et. seq., the Association recognizes that the Board has the responsibility and authority to manage and direct, on behalf of the public, all the operations and activities of this school district to the extent authorized by law.
Responsibility and Authority of the Board. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The Officers shall be vested with such powers and duties as are set forth in Section 6.1 hereof and as are specified by the Board from time to time. Accordingly, except as otherwise specifically provided in this Agreement, the day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the MLP General Partner Agreement, the MLP Partnership Agreement, the Act or applicable law. Notwithstanding anything in this Agreement to the contrary, the Sole Member shall have exclusive authority over the business and affairs of the Company that do not relate to management and control of the MLP. The type of matter referred to in the prior sentence where the Sole Member shall have exclusive authority shall include but not be limited to (i) the amount and timing of distributions paid by the Company or the MLP General Partner, (ii) the issuance or repurchase of any equity interests in the Company or the MLP General Partner, (iii) the prosecution, settlement or management of any claim made directly against the Company or the MLP General Partner, (iv) whether to sell, convey, transfer or pledge any asset of the Company or the MLP General Partner, (v) whether to amend, modify or waive any rights relating to the assets of the Company or the MLP General Partner (including the decision to amend or forego distributions in respect of the Incentive Distribution Rights), and (vi) whether to enter into any agreement to incur an obligation of the Company or the MLP General Partner other than an agreement entered into for and on behalf of the MLP for which the Company and the or the MLP General Partner are liable exclusively by virtue of the MLP General Partner's capacity as general partner of the MLP or of any of its Affiliates. Further, the Sole Member shall have exclusive authority to cause the Company to exercise the rights of the Company and those of t...
Responsibility and Authority of the Board. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the MLP Agreement, the Act or applicable law.
Responsibility and Authority of the Board. Except as otherwise provided in this Agreement and under the provisions of N.J.
Responsibility and Authority of the Board. Director Standards of Conduct.
Responsibility and Authority of the Board
