Strategic Planning Committee. The Company shall establish a Strategic Planning Committee to advise the President and Chief Executive Officer of the Company on such matters as he shall request, which shall at a minimum include (but shall not be limited to) assessment of and advice regarding (a) the business affairs and prospects of the Company and its Subsidiaries; (b) developing and implementing corporate and business strategy and planning for the Company and its Subsidiaries, including plans and programs for improving operating, marketing and financial performance, budgeting of future corporate investments, acquisition and divestiture strategies, and reorganization programs and (c) planning for and assessment of strategic opportunities and disposition prospects for the Company and its Subsidiaries. The Strategic Planning Committee shall have no decision-making authority, but instead shall advise and report to, and be chaired by, the President and Chief Executive Officer of the Company. The Strategic Planning Committee shall consist of each Management Member (excluding Inactive Management Members). The Strategic Planning Committee shall meet at least semiannually and in connection with matters determined by the Board in its sole discretion.
Strategic Planning Committee. The Strategic Planning Committee (SPC) shall be comprised of eleven members. Three representatives shall be from the Board of Directors; four representatives from the Transmission Owning Member sector as nominated by the Corporate Governance Committee; and four representatives from the Transmission Using Member sector as nominated by the Corporate Governance Committee. The Board of Directors shall appoint the representatives of the SPC. Each representative of the SPC shall continue to be a representative thereof until the Board of Directors appoints his/her successor. Where a vacancy occurs, the Corporate Governance Committee will fill the vacancy on an interim basis until the next meeting of the Board of Directors. The SPC shall meet at least twice per calendar year, and additionally as needed, provided that a quorum, as defined in these Bylaws, is present. The SPC shall report to the Board of Directors following each SPC meeting with respect to its activities and with such recommendations, as the SPC deems necessary. The responsibilities of the Strategic Planning Committee shall include:
Strategic Planning Committee. The Greenville City Schools Strategic Planning Committee includes GEA Building Faculty Representatives serving on each PAC by virtue of office or an alternate designee approved by the GEA President. Said committee shall convene at the discretion of the Superintendent.
Strategic Planning Committee. The Parent Guarantor’s board of directors (the “Parent Board”) shall have duly adopted and enacted an amended and restated charter for its strategic planning committee (the “Strategic Planning Committee”), which charter shall be delivered to the Administrative Agent and reasonably satisfactory to the Required Lenders.
Strategic Planning Committee. Except as herein otherwise provided, the Chairman of the Board of Directors shall appoint the members of said committees, and the chairmen thereof. Each committee chairman and each committee .member shall serve in such capacity for a one-year period or until the next committee appointments are made by the Chairman of the Board. All committees shall be subject to the control and general supervision of the Board. Each committee shall meet as required and as set by policy of the Board. Special ad hoc committees may be appointed for any special tasks, or as circumstahces .may warrant, at the discretion of the Board or the Chairman of the Board. They shall limit their activities to that task for which the committee was organized and will have no authority to act except-as specifically conferred upon them by the Board or Chairman of the Board. One-half of the .committee members shall constitute a quorum fo-r the carrying out of the -committee functions and actions . Any vacancy on the committee may be filled by the Chairman of the Board: • The Chairman of the Board and the President/Chief Executive Officer of the Corporation shall each be an ex-officio member of all committees without vote except for those committees where- the Chairman of the Board and-/or the President/Chief Executive Officer - of the Corporation is (are) required by these Bylaws to be a member - ' which case each such party shall have a vote. Section 2 .
Strategic Planning Committee. The Strategic F` Planning Committee shall consider future strategy for the Corporation, and shall formulate written long range goals and objectives . The Strategic Planning Committee shall attempt to be aware of all developments in the health care field and trends in society, and predict the effect of such developments and trends on the Corporation. A principal function of the Strategic Planning Committee shall be the development of a written statement. describing the Corporations specific role in the community in relation to all other health care facilities. The Strategic Planning Committee shall recommend to the Board of Directors a strategic plan which will enable the Corporation to adapt more readily to future conditions, to prepare for changes ; and to select courses of action relative to the established goals . The Strategic Planning Committee shall : (a) Develop a framework for orderly decision making through the development of plans through which: ( i) areas of need and opportunity are defined and analyzed; ( ii) general goals related to such needs are established; ( iii) alternative courses of action are identified and selected; and (iv) provisions for implementation of the plan of action and evaluation of the effect of the chosen plan are made. The overall plan shall coordinate services with other health care facilities and programs . Plans to provide or expand a specific service should be 7 developed only when it has been determined that the proposed program represents the most effective available method for defining and meeting health care needs; (b) Ensure that all recommendations coming from this and other committees are consistent with the. Corporation ' s defined role; facilitate achievement of its goals and objectives; and follow the strategic plan. It is the continuing obligation of the Strategic Planning Committee to assist the Corporation in maintaining its plan (or strategy) and in changing the plan as new factors and conditions dictate; . (c) Develop a sense of priorities in its examination of issues and projects so that the Corporation' s resources of time and money are spent on those projects which achieve the defined role of the Corporation in the community; and • (d) Review any long range plans of Xxxxxx Xxxxxx Memorial Hospital, Inc . and other affiliated corporations-.and make .appropriate recommendations to the Board of Directors of the Corporation. The Strategic Planning Committee shall consist of a .minimum of three ( 3 ) mem...
Strategic Planning Committee. Notwithstanding anything to the contrary set forth in this Agreement (but subject to the provisions of this Section 7.16), until the Closing, (a) the Acquiror may take the following actions only with the prior approval or recommendation of the Strategic Planning Committee: (i) amending, restating, modifying or otherwise changing any provision of this Agreement; (ii) waiving any right under this Agreement or extending the time for the performance of any obligation of Parent or the Transferring Parties under this Agreement; (iii) terminating this Agreement; (iv) taking any action under this Agreement that expressly requires the approval of the Strategic Planning Committee; (v) making any decision or determination, or taking any action under or with respect to this Agreement, the other Transaction Documents or the Transactions, that would reasonably be expected to be, or is required to be, approved, authorized, ratified or adopted by the Acquiror Board; (vi) granting any approval or consent for, or agreement to, any item for which the approval, consent or agreement of the Acquiror is required under this Agreement or the other Transaction Documents; and (vii) agreeing to do any of the foregoing and (b) no decision or determination shall be made, or action taken, by the Acquiror or by the Acquiror Board under or with respect to this Agreement, the other Transaction Documents or the Transactions without first obtaining the approval of the Strategic Planning Committee. For the avoidance of doubt, (A) any requirement of the Acquiror or the Acquiror Board to obtain the approval of the Strategic Planning Committee pursuant to this Section 7.16 shall not, and shall not be deemed to, modify or otherwise affect any rights of the Acquiror, or any obligations of the Acquiror to Parent or the Transferring Parties set forth in this Agreement and (B) in no event shall the Strategic Planning Committee have the right, power or authority to cause the Acquiror to take any action or matter (other than the election of directors) expressly required by the DGCL to be submitted to the Acquiror’s stockholders for approval.
Strategic Planning Committee. The Strategic Planning Committee (SPC) is responsible for the development and recommendation of strategic direction for the company in accordance with its scope as approved by the Board of Directors. The SPC shall be comprised of eleven members. Three representatives shall be from the Board of Directors; four representatives from the Transmission Owning Member sector as nominated by the Corporate Governance Committee; and four representatives from the Transmission Using Member sector as nominated by the Corporate Governance Committee. The Board of Directors shall appoint the representatives of the SPC. Each representative of the SPC shall continue to be a representative thereof until the Board of Directors appoints his/her successor. Where a vacancy occurs, the Corporate Governance Committee will fill the vacancy on an interim basis until the next meeting of the Board of Directors. The SPC shall meet at least twice per calendar year, and additionally as needed, provided that a quorum, as defined in these Bylaws, is present. The SPC shall report to the Board of Directors following each SPC meeting with respect to its activities and with such recommendations, as the SPC deems necessary.
