Powers: Number and Election of Directors Sample Clauses

Powers: Number and Election of Directors. The operations of the Company will be performed by the Board. The number of directors of the Company must be periodically established in accordance with the By-laws of the company and may be increased or reduced from time to time in accordance with the By-Laws, so long as the number of directors is no less than three nor greater than seven, except as otherwise provided in this Article 5. The election of the directors does not necessarily have to be by the written vote except and in accordance with what is established 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 one third of the total number of directors forming the Board. The term of the initial Class I Directors will end in the year 2006; the term of the initial Class II Directors will end in the year 2007 and the term of the initial Class III directors will end in the year 2008. The functions of the initial class will be determined by the Board of Directors. In each ordinary shareholders’ meetings the successors of directors whose term has ended on such ordinary meeting and the term of the successors will be of three years. If the number of directors changes, every increase or reduction will be distributed among the classes so that the number of directors in each class remains as uniform as possible, but under no circumstance will a reduction in the number of directors reduce the term of a director occupying its position. Each director will exercise his/her functions until the ordinary meeting of the year in which his/her term expires and until his/her successor is elected and qualified; however, this will be subject to death, resignation, retirement, incapacity or dismissal of such director from his/her position. In case any of the bearers of any class or series of preferred shares has the right, through a separate class vote, to elect directors, as specified in Article 4, then the provisions of such class or series of shares will apply with respect to its rights. The number of directors that the bearers of any of those classes or series of preferred shares can elect will be in addition to the fixed number set forth in the preceding paragraph of Article 5. 5.2
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Related to Powers: Number and Election of Directors

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

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

  • 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.

  • 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.

  • 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.

  • 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.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • 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.

  • 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.

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