Development Committee Arcadia and Xxxxxx shall establish a development committee (the “Development Committee”) comprised of no more than three (3) representatives of each of Arcadia and Xxxxxx. The Development Committee shall be chaired by a member thereof designated from time to time by Arcadia. The Development Committee shall oversee the Research Plan, Milestones and development and production of plants and microorganisms that produce Transgenic Oil in accordance with the Research Plan. The Development Committee may revise the Research Plan and the Milestones as deemed necessary and appropriate by unanimous written consent of all members. Meetings of the Development Committee shall be at least biannual and at such times and places or in such form (e.g., in person, telephonic or video conference) as the members of the Development Committee shall determine. Representatives of both Parties shall be present at any meeting of the Development Committee. Decisions of the Development Committee shall be made by a written consent signed by all six (6) members thereof. The Development Committee shall keep minutes of its deliberations setting forth, among other matters, all proposed actions and all votes thereon. All records of the Development Committee shall at all times be available to both Parties. The Development Committee by unanimous consent may delegate to one Party or to a specific representative the authority to make certain decisions. The Development Committee may revoke such authority by the written consent of four members. All disagreements within the Development Committee shall be subject to the following: (i) The members of the committee will endeavor in good faith for a period of not more than ninety (90) days to attempt to resolve the disagreement; (ii) If the members of the committee are unable to resolve the disagreement by the end of such period, the committee shall promptly present the disagreement to the President of Xxxx Products Division and the President of Arcadia or their respective designees, and the two executives shall endeavor to resolve the disagreement for a period of not more than thirty (30) days; (iii) If the two executives are unable to resolve this disagreement, the disagreement shall be submitted for ADR as provided in Section 12(a).
The Joint Committee (a) shall be composed of representatives of the Governments of the Parties; and (b) may establish and delegate its responsibilities to Sub-Committees.
Subcommittees Unless otherwise provided in the Certificate of Incorporation, these bylaws or the resolutions of the Board designating the committee, a committee may create one (1) or more subcommittees, each subcommittee to consist of one (1) or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.
Operating Committee the Consortium’s managing body, composed of representatives of the Manager and the Contractors, pursuant to Annex XI.
Steering Committee The Steering Committee is responsible for evaluating Project Proposals submitted by Participants, selecting the projects to be undertaken by the Program, and determining whether the projects are appropriate for development as an American National Standard. The Steering Committee is thus charged with implementing the strategic direction given to the Program by the Director and the Participants by selecting projects consistent with those strategic goals. The Steering Committee shall make its determinations using the guidelines set forth in these Governing Documents and as otherwise may be promulgated by the Director. The Steering Committee shall also provide recommendations to the Director regarding the relative priority of different Project Proposals and provide counsel and advice to the Director on such other issues as the Director may request. The Steering Committee shall assume such further responsibilities as the Director may from time to time direct. The Steering Committee shall use reasonable efforts to perform its responsibilities under the Governing Documents, to encourage compliance with the Governing Documents by all Participants, and to promote proper use of the Program’s intellectual property rights, in accordance with, and subject to, the needs of the Program in the context of its overall mission. The Steering Committee may establish one or more subcommittees to assist it in carrying out its responsibilities. Except as provided in the Operating Procedures, a majority of the Steering Committee voting at a meeting is required to take or approve any action. A majority of the Steering Committee shall constitute a quorum for voting purposes. The Steering Committee consists of individuals appointed by the Director and the Director. There are no formal prerequisites to serve on the Steering Committee, although an effort will be made by the Director to include individuals on the Steering Committee who have technical and other expertise relevant to the Steering Committee’s responsibilities. To ensure fair representation of the varied groups that comprise the Program, seats on the Steering Committee will be divided in the following manner: Non-Profit Organizations 3 seats For-Profit Industry Partners 3 seats AAMC 1 seat Government 1 seat Health Professions Education and Training Programs 4 seats Director 1 seat If a seat cannot be appointed to an individual representing a government agency Participating Organization, that seat may be appointed to a non-profit organization or health professions education and training program. Steering Committee members may be nominated by the existing Steering Committee subject to maintaining the required allocation among the Participation Types. Final appointment is determined by the Director. Steering Committee members shall serve for a one-year term and may be re-appointed for up to three consecutive terms or until a successor from the Participation Type is identified. Steering Committee membership may resume after a minimum one-year hiatus from the last appointment. Appointment to the Steering Committee may not exceed 18 years total for the lifetime of the individual. A Steering Committee member may be removed by a two-thirds vote of the Steering Committee or by a two-thirds vote of all Participants within the Participation Type represented by the Steering Committee member. A substitute Steering Committee member may be appointed by majority vote of the Steering Committee who shall continue to serve until the next regularly scheduled appointment of that Steering Committee position. The Director appoints a Chair to preside over Steering Committee activities. The individual appointed to serve as Chair serves one year as Chair Elect, one year as Chair, and one year as Immediate Past Chair, but only to the extent such person remains on the Steering Committee. The responsibilities of the Chairs will be as follows: i. Chair Elect – Oversight of the Voting Body and its procedures ii. Chair – Oversight of Steering Committee Activities iii. Immediate Past Chair – Oversight of annual meeting Planning Committee and other community engagement activities. The Director appoints the Chair, which is reviewed by the Steering Committee and approved by the Voting Body. The Steering Committee, at its option, may appoint a Secretary and such other roles as the Steering Committee deems necessary to carry out the purposes of the Program. Those that hold these roles may be removed and successors appointed by majority vote of the Steering Committee.