Presiding Director definition
Examples of Presiding Director in a sentence
If the Chief Executive Officer simultaneously serves as Chairman of the Board, the Board of Directors may elect a Presiding Director from its other directors.
Other powers and responsibilities of the Presiding Director shall be established by the Board of Directors.
The Presiding Director (if any) shall preside over executive sessions of the non-management Directors or independent Directors of the Board of Directors and, if the Chairman of the Board of Directors is not present, meetings of the Board of Directors and Shareholders.
If the Board chooses to combine the offices of Chairman and Chief Executive Officer and President, a Presiding Director will be appointed annually by the independent directors, who will review all relevant facts and circumstances to ensure the Presiding Director, if and when appointed, is in fact independent.
The Board of Directors may, in its discretion, appoint a Presiding Director.
The Presiding Director shall have such authority and powers as the Board of Directors may from time to time prescribe.
The Presiding Director, if any, shall, if present, preside at the meetings of the shareholders and Board of Directors in the absence of the Chairman of the Board.
In performing the duties described above, the Presiding Director, if and when appointed, will consult with the Chairs of the appropriate Board committees and solicit their participation in order to avoid diluting the authority or responsibilities of such committee Chairs.
Although elected annually, the Presiding Director, if and when appointed, is generally expected to serve more than one year.
Special meetings of the Board of Directors shall be held whenever called by the Chairman, Presiding Director, President, Chief Executive Officer or by any two (2) of the directors then in office.