Duties, Number and Election of Directors Sample Clauses

Duties, Number and Election of Directors. The operations of the Company will be carried out by the Board. The number of directors of the Company must be established periodically as indicated in the by-laws and may be increased or decreased periodically as stipulated in the by-laws, under the condition that the number of directors is not less than three or more than seven, unless otherwise provided in this Article. 5. the election of the directors does not necessarily have to be by written vote except as provided in the by-laws. The directors will be divided into three classes designated as Class I, Class II and Class III. Each class will consist, as much as possible, of a third of the total number of directors that constitute the Board. The term of the directors for the initial Class I will end in 2006, the terms of the directors for the initial Class II will end in 2007, and the terms of the directors for the initial Class III will end in 2008. The functions of the initial class will be determined by the Board. In each ordinary shareholders meeting, the successors of the directors whose term will end on such ordinary meeting will be elected and the successors’ term will run for three years. If the number of directors changes, any increase or decrease will be distributed among the classes so that the number of directors in each class remains as homogenous as possible, but under no circumstance will a decrease in the number of directors reduce the term of a director in the current term. Each director will exercise his/her functions up to the ordinary meeting of the year in which his/her term expires and until his/her successor is elected and qualified, subject however, to death, resignation, retirement, incapacity or destitution of such director from his position. In the event the holders of any class or series of preferred shares have the right, through a separate class vote, to elect directors, in accordance with Article 4, then the provisions of such class or series of shares will apply with respect to his/her rights. The number of directors that the holders of any of such classes or series of preferred shares can elect will be in addition to the number established in the preceding paragraph. Articl4. 5.2
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Related to Duties, Number and Election of Directors

  • Designation of Directors The designees to the Company’s board of directors described above (each a “Designee”) shall be selected as follows:

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Election of Director The holders of a majority of the outstanding shares of Class A-1 Preferred Stock shall have the right voting as a class to elect one member of the Company’s board of directors (the “Preferred Director”), including to fill a vacancy as to the Preferred Director. Any Preferred Director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the then outstanding shares of Class A-1 Preferred Stock.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Selection and Nomination of Directors While this Plan is in effect, the selection and nomination of persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors") shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or nominations as long as the final decision on any such selection and nomination is approved by a majority of the incumbent Disinterested Directors.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Duties of Directors Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

  • Fees and Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

  • Resignation of Directors and Officers The directors and officers of the Company in office immediately prior to the Effective Time shall have resigned as directors and officers of the Surviving Corporation effective immediately following the Effective Time.

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