Common use of The Chairman of the Board Clause in Contracts

The Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation. He shall direct, coordinate and control the Corporation's business and activities and its operating expenses and capital expenditures, and shall have general authority to exercise all the powers necessary for the chief executive officer of the Corporation, all in accordance with basic policies established by and subject to the control of the Board of Directors. He shall be responsible for the employment or appointment of employees, agents and officers (except officers to be elected by the Board of Directors pursuant to Section 1 of this Article V) as may be required for the conduct of the business and the attainment of the objectives of the Corporation, and shall have authority to fix compensation as provided in Section 15 of this Article V. He shall have authority to suspend or to remove any employee, agent or appointed officer of the Corporation and to suspend for cause any elected officer of the Corporation and, in the case of the suspension for cause of any such elected officer, to recommend to the Board of Directors what further action should be taken. He shall have general authority to execute bonds, deeds and contracts in the name and on behalf of the Corporation. As provided in Section 5 of Article II, he shall act as chairman at all meetings of the stockholders at which he is present, and, as provided in Section 9 of Article III, he shall preside at all meetings of the Board of Directors at which he is present. In the absence of the Chairman of the Board, his duties shall be performed and his authority may be exercised by the President, and, in the absence of the Chairman of the Board and the President, such duties shall be performed and such authority may be exercised by such officer as may have been designated by the most senior officer of the Corporation who has made any such designation, with the right reserved to the Board of Directors to make the designation or supersede any designation so made.

Appears in 3 contracts

Samples: Merrill Lynch & Co Inc, Merrill Lynch & Co Inc, Merrill Lynch & Co Inc

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The Chairman of the Board. The Chairman chairman of the Board board shall preside at all meetings of the stockholders and directors. He or she shall be the chief executive officer of the Corporation. He shall direct, coordinate and control the Corporation's business and activities and its operating expenses and capital expenditures, corporation and shall have general authority to exercise all the powers necessary for the chief executive officer of the Corporation, all in accordance with basic policies established by and subject to the control of the Board of Directors. He shall be responsible for the employment or appointment of employees, agents and officers (except officers to be elected by the Board of Directors pursuant to Section 1 of this Article V) as may be required for the conduct active management of the business and the attainment of the objectives corporation, shall see that all orders and resolutions of the Corporation, and shall have authority to fix compensation as provided in Section 15 board of this Article V. He shall have authority to suspend or to remove any employee, agent or appointed officer of the Corporation and to suspend for cause any elected officer of the Corporation directors are carried into effect and, in connection therewith, shall be authorized to delegate to the case vice chairman of the suspension for cause board, president and other officers such of any his or her powers and duties as chairman of the board at such elected officer, time and in such manner as he or she may deem to recommend to be advisable. The chairman of the Board board shall be an ex officio member of Directors what further action should be taken. He all standing committees and he or she shall have general authority such other powers and duties as may from time to execute bondstime be assigned by the board of directors. The chairman of the board may, deeds and contracts from time to time, appoint an attorney-in-fact or attorneys-in-fact, or an agent or agents, of the corporation in the name and on behalf of the Corporation. As provided corporation to cast as a stockholder, in Section 5 any other corporation, any of Article IIthe securities that may be held by the corporation, he shall act as chairman at all meetings of the stockholders at which he is presentholders of such securities of such corporation, andor to consent in writing to any such action by any such other corporation, and may instruct the person or persons so appointed as provided in Section 9 to the manner of Article IIIcasting such votes or the giving of any consent, he shall preside at all meetings or may execute or cause to be executed on behalf of the Board of Directors at which corporation and under its corporate seal or otherwise such written proxies, consents, waivers, or other instruments as he is present. In the absence or she may deem necessary or proper, or he or she may attend any meeting of the Chairman holders of such securities of any such other corporation and thereat vote or exercise any or all other powers of the Board, his duties shall be performed and his authority may be exercised by corporation as the President, and, in the absence holder of the Chairman such securities of the Board and the President, such duties shall be performed and such authority may be exercised by such officer as may have been designated by the most senior officer of the Corporation who has made any such designation, with the right reserved to the Board of Directors to make the designation or supersede any designation so madecorporation.

Appears in 1 contract

Samples: Voting Agreement (Nl Industries Inc)

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