Governance Committee. The Governance Committee is comprised entirely of directors who are not "interested persons" of Company as defined in Section 2(a)(19) of the 1940 Act. The current member of Company's Governance Committee is Mr. Lewis. The Governance Committee is responsible for: (i) nominatxxx xxxxxns who are not interested persons of Company for election or appointment: (a) as additions to the Board, (b) to fill vacancies which, from time to time, may occur in the Board and (c) for election by shareholders of Company at meetings called for the election of directors; (ii) nominating persons for appointment as members of each committee of the Board, including, without limitation, the Audit Committee, the Governance Committee, the Investments Committee and the Valuation Committee, and to nominate persons for appointment as chair and vice chair of each such committee; (iii) reviewing from time to time the compensation payable to the directors and making recommendations to the Board regarding compensation; (iv) reviewing and evaluating from time to time the functioning of the Board and the various committees of the Board; (v) selecting independent legal counsel to the independent directors and approving the compensation paid to independent legal counsel; and (vi) approving the compensation paid to independent counsel and other advisers, if any, to the Audit Committee of Company. After a determination by the Governance Committee that a person should be nominated as an additional director who is not an "interested person" of Company as defined in Section 2(a)(19) of the 1940 Act (a "dis-interested director"), or as soon as practical after a vacancy occurs or it appears that a vacancy is about to occur for a dis-interested director position on the Board, the Governance Committee will nominate a person for appointment by a majority of the dis-interested directors to add to the Board or to fill the vacancy. Prior to a meeting of the shareholders of your Fund called for the purpose of electing dis-interested directors, the Governance Committee will nominate one or more persons for election as dis-interested directors at such meeting. Evaluation by the Governance Committee of a person as a potential nominee to serve as a dis-interested director, including a person nominated by a shareholder, should result in the following findings by the Governance Committee: (i) upon advice of independent legal counsel to the dis-interested directors, that the person will qualify as a dis-intereste...
Governance Committee. A. The Governance Committee provides guidance to the State Library of North Carolina in terms of communications, organizational structure, review of NC Cardinal Bylaws and Memoranda of Agreement, and the recommendation of cost sharing and common, consistent policies.
Governance Committee. As soon as practicable following the CCPS Agreement Effective Date, the Parties will establish a Joint Governance Committee, comprised of three (3) representatives of Bluebird and three (3) representatives of Celgene (the “JGC”). Each Party may replace its representatives on the JGC or its Program Director at any time upon written notice to the other Party. With the consent of the other Party (such consent not to be unreasonably withheld, delayed or conditioned), each Party may invite non-voting employees and consultants to attend meetings of the JGC, subject to their agreement to be bound to the same extent as a permitted subcontractor under Section 2.4.
Governance Committee. Promptly following execution of each Order and when applicable, the Parties will appoint a committee (the “Governance Committee”), made up of a number representatives from each Party (inclusive of, but not limited to, each Party’s Project Executive). The Governance Committee will be responsible for monitoring the progress of efforts under the applicable Order, for monitoring the success of the relationship between the Parties, and for undertaking of joint objectives pursuant to this Master Agreement. The Governance Committee will also be responsible for initial efforts to resolve any disputes or disagreements arising under or related to this Master Agreement.
Governance Committee. To oversee this process a Governance Committee will be formed and the representatives will serve an initial two-year team.
Governance Committee. The Chair will appoint a Governance Committee that shall: oversee implementation and amendment of these Bylaws and address such other issues pertinent to Governance as the Board may choose to delegate to it. The Chair will designate one of the appointed Directors to be the Chair of the Governance Committee.
Governance Committee. The Parties shall form and maintain a committee to oversee the performance of this Agreement (“Governance Committee”). The Governance Committee will be the forum for initiating requests for consents or modifications, overseeing progress on the cure process for any breaches under this Agreement, and for beginning the dispute resolution process. Each Party shall appoint three representatives to the Governance Committee, one each from the strategy management, communications, and legal functions. The committee will meet once each year to discuss generally the performance of the Agreement. The members of the Committee appointed from the Parties’ respective communications functions will act as the primary points of contact between the Parties with respect to the day-to-day performance of the Agreement, and they will convene the full Governance Committee for additional meetings as needed to discuss specific matters at the request of a Party or as otherwise required hereunder.
Governance Committee. Each of Marine and SEACOR shall appoint at least two members of its management staff (inclusive of Service Coordinators) who will serve on a governance committee (the “Governance Committee”). The Governance Committee shall be responsible for (a) generally understanding the nature and extent of each party’s obligations under this Agreement and (b) providing input and guidance on any major issues that may occur from time to time relating to the Services. Either party may change either or both of its other two representatives from time to time upon written notice to the other party. In addition, the parties may mutually agree to increase or decrease the size, purpose or composition of the Governance Committee in an effort for Marine to better provide, and for SEACOR to better utilize, the Services.
Governance Committee. The Governance Committee aids the governance structure of MSUASC by developing and maintaining the polices and Operating Agreement by which MSUASC functions. This committee shall conduct the annual elections as well as administer amendments to the Operating Agreement or proposed policies. This committee shall be comprised of an elected chair and two appointed council members. This committee will meet as needed. Areas the Governance Committee oversees shall include: • name, mission, and vision • goals • code of conduct • rules for public meetings • shared governance structure • elections • amendments to the Constitution and Operating Agreement • internal committee duties • current and proposed policies • new member on-boarding program • all other duties & responsibilities as assigned by the Executive Board
Governance Committee. There shall be a Governance Committee consisting of no fewer than three and no more than six Directors or primary or alternate Member representatives. The committee shall assist the Members in recruitment of Board Directors; determine eligibility of nominees for consideration of Directorship; monitor the effective functioning of the Board and committees; conduct regular Board orientations and evaluations; periodically review and recommend amendments to this Agreement; and advise the Board and Members, through the Annual Meeting, on governance issues. The Governance Committee shall be comprised of at least one Director or primary or alternate Member representative each from a city, a town, and a county, if a county representative is willing to serve on this committee.
