Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors, consisting of individuals who may or may not be stockholders or directors of the Corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the Corporation with respect to such matters as such officers and directors shall choose, and any other matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the Corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority of the Board of Directors or any decision-making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members of the Board of Advisors to the Board of Directors, who shall approve such appointments or reject them.
Board of Advisors. 15 6.5 Officers....................................................................................... 16
Board of Advisors. The Company shall establish and maintain at all times a Board of Advisors (the “Advisory Board”). Rakuten USA, Inc. (“Rakuten”) shall be entitled to designate one (1) member of the Company’s Board of Advisors (such member, the “Rakuten Designee”) so long as Rakuten (together with its Affiliates) continues to beneficially own at least 3,359,335 shares of Series C Stock (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).
Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors consisting of individuals who may or may not be stockholders or directors of the corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the corporation with respect to such matters as such officers and directors shall choose, and any other such matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority within the corporation or any decision making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members to the Board of Directors, who shall approve or reject such appointments. Declared and certified as the Bylaws of The BabyDot Company on March 11, 2008. Signature of Officer: /s/ Xxxxxx Xxxxx Name of Officer: Xxxxxx Xxxxx Position of Officer: President
Board of Advisors. Promptly following Closing, and in addition to its Board of Directors, the Company shall establish a five-member board of advisors consisting of the individuals set forth in Section 6(d) of the Company Disclosure Schedule. The Investors hereby acknowledge that if for any reason one or more of these individuals is unable or unwilling to serve on the initial board of advisors, the Company shall consult with CA as to substitute member(s) and any substitute member(s) must be approved in advance by CA, which approval not to be unreasonably withheld.
Board of Advisors. The Stadium and its operations shall be overseen by a Board of Advisors (the “Board”). The Board of Advisors shall consist of 3 representatives who are appointed by the Mayor of the City; together with two (2) representatives of and/or to be appointed by Licensee. Should any of these groups cease to exist in their current form, the City will, after consulting with Licensee, identify a similar group from whom the replacement will come. The Board shall, subject to the terms of this Agreement, be responsible for maintaining vigilant and cost effective management of the public-private partnership for the operations of the Stadium. The Board will further oversee the various capital accounts funded and maintained for the Stadium and will review and approve appropriate expenditures of capital as presented by the Licensee on a periodic basis.
Board of Advisors. The Board of Trustees may appoint individuals to serve as a Board of Advisors to the Board of Trustees. The purpose of the Board of Advisors shall be serve the School in such ways as may be specified by the Board of Trustees, and the Board of Advisors shall have such specific functions and responsibilities as shall be determined by the Board of Trustees. However, the Board of Trustees may not delegate any of its power, authority or functions to the Board of Advisors. The Chairperson shall appoint members of the Board of Advisors. The Executive Committee shall be consulted prior to each appointment. The full Board of Trustees shall be informed but no vote shall be required. The Board of Advisors shall be comprised primarily of former board members who are able and wish to remain active in the life of the school. The Board of Advisors also may include persons who have not previously served as a trustee, where such persons have expertise or experience of particular interest to the Board of Trustees, and where such persons are able to meet the expectations stated herein for service on the Board of Advisors. Members of the Board of Advisors in most cases shall be expected to serve on and participate in the activities of at least one Board committee, including attendance at committee meetings. Members of the Board of Advisors shall be invited to attend regularly scheduled Board meetings and all School events to which trustees are invited, but such attendance shall not be required. Members of the Board of Advisors shall be appointed for two-year terms and shall not be subject to term limits. No limit shall be set on the size of the Board of Advisors, but the intent is to have a Board of Advisors that is manageable in size, smaller than the Board of Trustees, and comprised entirely of members who remain active in the life of the school and are committed to supporting the mission of the school and the work of the trustees. Persons who are not able to meet the expectations of serving on the Board of Advisors shall not be reappointed. Members of the Board of Advisors shall not have voting authority on any issue, shall not be entitled to compensation for the performance of their duties as members of the Board of Advisors, but may be reimbursed for expenses incurred in the performance of those duties in the same manner and under the same circumstances as apply to trustees. Members of the Board of Advisors shall be subject to the same conflict of interest provisions tha...
Board of Advisors. The Stadium and its operations shall be overseen by a Board of Advisors (the "Board of Advisors"). The Board of Advisors shall consist of representatives set forth in the Management Agreement; should any of these groups cease to exist in their current form, the City will, after consulting with Hardball, identify a similar group from whom the replacement will come, together with one representative of Hardball Capital. The Board shall, subject to the terms of this Agreement and the Management Agreement, be responsible for overseeing the operations and management of the Stadium.
Board of Advisors. 3.1 The parties shall establish and operate a Board of Advisors with its roles and responsibilities as further set out in this Article and in Schedule 1 of this Agreement.
Board of Advisors. After Closing, the operational management of Buyer will be directed by a "Buyer Board of Advisors," subject to the authority of the Board of Directors of Buyer. The Buyer Board of Advisors shall initially consist of Rxxxx Xxxxxx, the Chairman of Buyer; Mxxxxx Xxxx, the President and Chief Executive Officer of Buyer; and Dxxxx X. Xxxxx, the Chief Executive Officer of Mxxxxxxx. The Buyer Board of Advisors shall be responsible for: (a) reviewing and assisting in establishing the strategies and goals for Buyer and assuring their achievement; (b) evaluating and recommending capital requests, including acquisitions; (c) reviewing and assisting in the formulation of Buyer's operating forecasts and budgets; and 36 (d) identifying areas where Mxxxxxxx' existing administrative, manufacturing, operational and distribution resources may be leveraged to result in synergistic savings for Buyer. 4.3.4.
