Independent Chair Sample Clauses

Independent Chair. 4.3 The chair of the CHSCB is independent from local agencies and organisations in order for the CHSCB to exercise its local challenge function effectively. The chair is supported by the Senior Professional Advisor and the Board Manager. Both these roles also support the wider partnership and are an available resource for all agencies engaged in the business of the CHSCB.
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Independent Chair. An Independent Chair of the Board shall be appointed by the partners. The Independent Chair shall vote only to determine a matter in the event of an equality of votes. A Vice Chair of the Board shall be appointed on a rotating annual basis between a HMRCCG member and an RBC member to chair meetings of the Board in the absence of the Chair. The Vice-Chair shall not have a second or casting vote. The Partners have determined their voting memberships of the Board as follows – HMRCCG  One GP member  Clinical Chair  Chief Accountable Officer or nominee  One Lay Member RBC  Cabinet member with responsibility for Adult Services  Cabinet member with responsibility for Children’s Services  Cabinet member with responsibility for Health and Wellbeing  Cabinet member with responsibility for Finance A nominated substitute is permitted to attend and vote in the absence of a Board member provided that notification of the substitution arrangement is given to RBC Governance Services by noon on the working day prior to the meeting and the nominated substitute is eligible to serve. The voting membership shall be supported by the following attending Advisors –  The Joint Director for Integrated Commissioning HMRCCG  Chief Finance Officer  Director with responsibility for Primary Care, Quality and Support Services and Exec Nurses  Chair of the Clinical and Professional Advisory Board  One GP  One Lay Member RBC  Chief Executive  Director of Adult Care  Director of Children’s Services  Director of Public Health and Wellbeing  Chief Finance Officer  Monitoring Officer  Any further persons, including further Officers of HMRCCG and RBC, as the Board consider appropriate
Independent Chair. 10.1.1 An Independent Chair will be appointed by the Board
Independent Chair. The Board shall appoint Mr. Dallas as independent chair of the Board no later than December 31, 2022; provided that the Board, by unanimous vote, may appoint another independent director as independent chair of the Board by such time if Mr. Dallas is unwilling to serve in such role or the Board determines that another independent chairman should serve in such role instead of Mr. Dallas.

Related to Independent Chair

  • Independent Consultant 13.1 In the performance of work or services hereunder, Consultant shall be deemed an independent contractor, and any of its agents, employees, officers, or volunteers performing work required hereunder shall be deemed solely as employees of contractor or, where permitted, of its subcontractors.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Independent Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.

  • Independent Activities 14.1 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have any obligation to any other party as to:

  • Independent Directors Those Directors who are not “interested persons” of the Company as such term is defined in the 1940 Act.

  • Independent Contractor The Contractor and its employees, agents, representatives, and subcontractors are independent contractors and not employees or agents of the State of Florida and are not entitled to State of Florida benefits. The Department and Customer will not be bound by any acts or conduct of the Contractor or its employees, agents, representatives, or subcontractors. The Contractor agrees to include this provision in all its subcontracts under the Contract.

  • Independent Relationship This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.

  • Independent Director As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director 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. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

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