Consideration by the Board Sample Clauses

Consideration by the Board. The Board of Directors shall set the matter for consideration at its next regularly scheduled meeting. Members of the Board shall not inquire into or otherwise discuss the allegations or the Corporate Governance Committee's ruling until the same have been presented to the Board. The respondent and a representative of the Corporate Governance Committee may, but are not required to, be present and may address the Board. No person who has previously participated in any aspect of the Corporate Governance Committee's review or deliberations (including the Investigation Subcommittee) shall participate in the deliberative appeal process.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Consideration by the Board. If the College President chooses to seek discharge of the faculty member, he/she shall transmit the full report of the judicial committee and its action to the Board, but the President will not take action unless the faculty member shall have at least one (1) week notice before the Board meeting at which the Board will vote. The Board’s review shall be based on the report of the Judicial Committee. The faculty member shall have the right to address the Board directly in writing and/or orally in closed session with reasonable time limits, at the faculty member’s preference, regarding the administration’s recommendation, before the Board takes action, and shall be entitled to representation during such an address. The union shall also have the right to address the Board directly before a vote for discharge. Only after study of the judicial committee’s full report and recommendation and the College President’s recommendation shall the Board make its final decision through a vote. Any member of the Board who has, or may reasonably be perceived to have, a bias or conflict of interest with respect to the case shall be excused from participating in or voting on the matter. A copy of the decision will be delivered to the parties either by hand or by certified mail. In this decision, the Board will direct the President to initiate action consistent with its conclusions.
Sample 1
Consideration by the Board. As the entering into of the Agreement on the Arrangement of Matters in relation to the Mecca Light Rail Project constitutes a connected transaction between the Company and CRCCG, Xx. XXXX Xxxxxxxx and Xx. XXXX Xxxxxxx, both connected Directors, did not exercise their voting rights nor exercise voting rights on behalf of other Directors on the relevant resolution. The remaining six non-connected Directors with voting rights have considered and unanimously approved the aforesaid resolution, and were of the view that the Agreement is on normal commercial terms and entered into after arm’s length negotiations between the parties; the terms of the Agreement are fair and reasonable and are in the interests of the Company and all the shareholders as a whole. All the independent non-executive Directors of the Company are of the view that the arrangement on matters in relation to the Mecca Light Rail Project allows the Company to cease bearing any risks arising from the Subsequent Implementation of the Project. The maximum losses to be incurred by the Company in respect of the Project have been fixed. In addition, the arrangements on allocation of the income from claims may help further cut the losses from the Project or even achieve a turnaround in respect of the Project. Therefore, the interests of the Company’s shareholders, especially the minority shareholders, could be protected. Given that the consideration of the transactions under the arrangement on matters in relation to the Mecca Light Rail Project is fair and reasonable, and the voting procedures for the relevant resolution were in compliance with the laws and regulations and other regulatory documents as well as the Articles of Association, all the independent non-executive Directors approved the implementation of the arrangement on matters in relation to the Mecca Light Rail Project. REASONS FOR AND BENEFIT OF ENTERING INTO THE AGREEMENT IN RELATION TO THE ARRANGEMENT ON THE MECCA LIGHT RAIL PROJECT As CRCCG is a central enterprise in which SASAC performs its duties as a capital contributor, and an investment institution authorized by the State, the aforesaid arrangement on matters in relation to the Mecca Light Rail Project made by the Company will further facilitate the implementation of the Mecca Light Rail Project, ensure a smooth completion thereof and help properly deal with the claim issues relating to the Project. Upon the signing of the Agreement on the Arrangement of Matters in relation to th...
Sample 1
Consideration by the Board. If the College President chooses to seek dismissal of the faculty member, they shall transmit the full report of the Judicial Committee and its action to the Board. The Board’s review shall be based on the record of the judicial committee hearing, accompanied by opportunity for argument, oral or written or both, by the principals or their representatives. Only after study of the Judicial Committee’s full report and recommendation and the College President’s recommendation shall the Board make its final decision through a vote.
Sample 1

Related to Consideration by the Board

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.

  • Delegation by the Board All of the powers, duties and responsibilities of the Board specified in this Agreement may, to the full extent permitted by applicable law, be exercised and performed by any duly constituted committee thereof to the extent authorized by the Board to exercise and perform such powers, duties and responsibilities.

  • Termination by the Bank The Bank may terminate the employment of the Executive as follows:

  • Termination by the Corporation If the Executive’s employment is terminated by the Corporation upon the giving of written notice of such termination to the Executive at any time within the 6 month period following a Change of Control (other than for Just Cause, Disability or Death), then the Executive shall be entitled to the following:

  • Regulation by the Committee This Agreement and the Restricted Shares shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive and binding upon the Awardee.

  • Termination by the Company without Cause or Resignation by Executive for Good Reason (Other Than Change in Control). The Company shall have the right to terminate Executive’s employment with the Company at any time without Cause. Should the Company elect to allow this Agreement to expire at the end of the Term without attempting to renegotiate its terms, the expiration of this Agreement shall be a termination without Cause for purposes of the Executive’s eligibility for the benefits described in this Section 5.4. In the event Executive is terminated by the Company without Cause, but not in the event of a termination due to Death or Disability under Section 5.1, or Executive resigns for Good Reason (other than in connection with a Change in Control (as defined below)), and upon compliance with Section 5.5 below, Executive shall be eligible to receive the following “Severance Benefits:” (i) continuation of Executive’s base salary, then in effect, for a period of twelve (12) months following the Termination Date, paid on the same basis and at the same time as previously paid; and (ii) the Company shall pay the premiums of Executive’s group health insurance COBRA continuation coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following a termination without Cause or resignation for Good Reason; provided, however, that (a) the Company shall pay premiums for Executive’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the termination without Cause or resignation for Good Reason and (b) the Company’s obligation to pay such premiums shall cease immediately upon Executive’s eligibility for comparable group health insurance provided by a new employer of Executive. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive, fully taxable cash payments equal to and paid at the same time as the COBRA premiums that otherwise would have been paid, subject to applicable tax withholdings. Vesting of any unvested stock options and/or other equity securities shall cease on the date of termination. To receive the payments under (i) and (ii) above, Executive’s termination or resignation must constitute a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h) and without regard to any alternate definition thereunder) (a “Separation from Service”) and Executive must execute and allow the Release to become effective within 60 days of Executive’s termination or resignation. Such payments shall not be paid prior to the 60th day following Executive’s termination or resignation, rather, subject to the aforementioned conditions, on the 60th day following Executive’s termination or resignation, the Company will pay Executive such payments in a lump sum that Executive would have received on or prior to such date under the original schedule, with the balance of such payments being paid as originally scheduled.

Time is Money Join Law Insider Premium to draft better contracts faster.