By the Board. (a) All matters concerning the determination and allocation among the Members of the amounts to be determined and allocated pursuant to this Agreement, including any taxes thereon and accounting procedures applicable thereto, shall be determined by the Board unless specifically and expressly otherwise provided for by the provisions of this Agreement or as required by law, and such determinations and allocations shall be final and binding on all the Members.
By the Board. During the Term, the Board shall be entitled to terminate the Employee's employment with or without "Cause" (as defined below) by providing written notice to the Employee of such decision, provided that if the Board terminates the Employee's employment without Cause (and not as a result of a Disability), then the Board must provide at least thirty (30) days' advance written notice of such decision to the Employee. No advance notice period is required for a termination by the Board with Cause. The Board reserves the right to withdraw any and all duties and responsibilities from the Employee, and to exclude the Employee from the Company's premises, during such 30-day notice period. For purposes of this Agreement, "Cause" shall mean (i) the commission by the Employee of an act of malfeasance, dishonesty, fraud, or breach of trust against the Company or any of its employees, clients, or suppliers, (ii) the breach by the Employee of any of his obligations under this Agreement, or any other agreement between the Employee and the Company, (iii) the Employee's failure to comply with the Company's written policies; (iv) the Employee's failure, neglect, or refusal to perform his duties under this Agreement, or to follow the lawful written directions of the Board, (v) the Employee's indictment, conviction of, or plea of guilty or no contest to, any felony or any crime involving moral turpitude, (vi) any act or omission by the Employee involving dishonesty or fraud or that is, or is reasonably likely to be, injurious to the financial condition or business reputation of the Company, or that otherwise is injurious to the Company's employees, clients, or suppliers, or (vii) the inability of the Employee, as a result of repeated alcohol or drug use, to perform the duties and/or responsibilities of his position.
By the Board. Stockholders. These By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the Board of Directors or by the stockholders as provided in the Certificate of Incorporation.
By the Board. The Board by a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies may alter, amend or repeal these By-Laws. Exhibit C
By the Board. The Board, through its staff, may also conduct premises checks. Prior to conducting any such check, the Board will contact the Suquamish Police Department to provide reasonable notice of such premises check. Except as provided in subsection (c) below, the Suquamish Police Department must observe and participate in all premises checks. The Board will share the results of such premises checks with SEC and the Tribe.
By the Board. Board staff may also conduct compliance checks. Prior to conducting any such check, the Board will contact the Suquamish Police Department to provide reasonable notice of such compliance check. Except as provided in subsection (c) below, the Suquamish Police Department must observe and participate in all compliance checks. The Board will share the results of such compliance checks with SEC and the Tribe.
By the Board. (a) General Authority of the Board; Size. The business, property and affairs of the Fund shall be managed by a board of managers (the “Board”). The Board shall initially consist of 2 designees, who shall initially be Zain Farooqi and Xxxxxx Xxxxxxx (each a “Manager” and collectively, the “Managers”). Any vacancy on the Board shall be filled upon the vote or written consent of the other Managers then serving on the Board. Subject to Section 5.3 and except as otherwise required by the Act, the Board shall have authority, power and discretion to manage and control the business, property and affairs of the Fund, to make all decisions regarding those matters and to supervise, direct and control the actions of the Officers and to perform any and all other actions customary or incident to the management of the Fund’s business, property and affairs, including increasing or decreasing the number of managers on the Board. The Members shall have no power to participate in the management of the Fund or to vote on any matter, except as specifically set forth in this Agreement, or as may be required under any non-waivable provision of the Act.
By the Board. Except as otherwise set forth in these Bylaws, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted only in accordance with Article X of the Certificate of Incorporation.
By the Board. On the date that the Company's Board of Directors notifies Xx. Xxxxx in writing of the date of termination of his services as Chairman of the Board for any or no reason. Following the termination of Xx. Xxxxx'x services under this Agreement, the Company will have no further liability to Xx. Xxxxx and no further payments will be made to Xx. Xxxxx, except: (i) the Company shall pay to Xx. Xxxxx (or, in the case of automatic termination upon Xx. Xxxxx'x death under subparagraph (a) above, to Xx. Xxxxx'x legal representatives or such named beneficiaries as Xx. Xxxxx may designate from time to time in a writing delivered to the Company) the pro rata portion of his monthly fee for the relevant calendar month through the date of termination, calculated by multiplying the Six Thousand Two Hundred Fifty Dollar ($6,250) fee by a fraction, the numerator of which will be the number of days in the calendar month of termination prior to termination and the denominator of which shall be the number of days of that month; and (ii) to the extent Xx. Xxxxx is entitled to the reimbursement of business expenses incurred prior to termination as provided in Paragraph 5 above.
By the Board. Except as to the accrued liabilities of either party, the Board shall have the right upon thirty (30) days advance written notice to Manager to cancel this Agreement upon the happening of any of the following events: (A) if Manager shall fail to keep, observe, or perform any material covenant, agreement, term or provision of this agreement to be kept, observed, or performed by Manager and such default shall not be cured within a period of ninety (90) days after written notice thereof by the Board to Manager; or (B) Manager shall apply for or consent to the appointment of a receiver, trustee, or liquidator of Manager or of all or a substantial part of its assets or file a voluntary petition in bankruptcy. In addition upon the termination of the Declarant Control Period as defined in the Maine Condominium Act, the Board may terminate this agreement at any time upon 90 days written notice to Manager with the consent of the requisite percentage of Eligible Mortgage Holders as required by the Declaration and the terms of mortgages on individual Condominium Units.
