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This excerpt taken from the GIS 8-K filed Oct 15, 2007. Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.
“ This excerpt taken from the GIS 8-K filed Aug 7, 2007. Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.
“ This excerpt taken from the GIS 8-K filed Oct 17, 2006. Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.
“ This excerpt taken from the GIS 10-Q filed Jan 6, 2005. 5.10 Board of Directors. (a) Board Triggering Events. In the event that any amount of Series B-1 Limited Member Preferred Return remains undistributed for a period of six consecutive Class B Distribution Periods; (a “Board Triggering Event”), the Managing Member will cause the Company to create a board of directors (the “Board of Directors”). (b) Directors. The Board of Directors shall consist of nine (9) directors (each, a “Director”) or such other number of Directors as the Members shall agree upon,of which: (i) the Required Class A Limited Members, voting as a separate class, will have the right (but not the obligation) to appoint one (1) Director; (ii) the holders of two-thirds of the outstanding Series B-1 Limited Membership Interests, voting as a separate class, will have the right (but not the obligation) to appoint one (1) Director; (iii) the holders of two-thirds of the outstanding Series B-2 Limited Membership Interests, voting as a separate class, will have the right (but not the obligation) to appoint one two (2) Directors; and (iv) the Managing Member will appoint five (5) Directors or as many Directors as shall be necessary to provide the Managing Member with a 71 majority of the votes on the Board of Directors. No individual Director shall constitute a “manager” within the meaning of the Act. (c) Management Responsibilities. Following the creation of a Board of Directors, the Board of Directors will automatically succeed to all of the Managing Member’s management responsibilities under this Agreement (other than under this Section 5.10) and shall have all of the rights of the Managing Member under this Section 5 including, without limitation, the right to delegate the right and authority to manage and conduct the Company’s business and affairs to officers or employees (whether employed directly or seconded from another GMI Entity) of the Company. The responsibilities and authority of the Board of Directors shall be subject to the limitations and restrictions on the authority of the Managing Member (including the restrictions set forth in Section 5.3). All actions taken by the Board of Directors shall require the affirmative vote of a majority of its Directors. (d) Meetings of the Board of Directors. The Board of Directors shall meet at such times and places as shall be determined by the Board of Directors at its initial meeting. The Board of Directors also shall determine notice, quorum, voting, and meeting requirements and procedures at the initial meeting. (e) Compensation. Each Director who is not an Affiliate of GMI or Company or otherwise associated with any of the Company’s Affiliates or service providers will be paid a modest fee for attendance at meetings of the Board of Directors, such amount to be determined by the Board of Directors in accordance with customary market practices. (f) Indemnification. Each Director shall be indemnified to the same extent as the Managing Member and for such purposes, each Director shall be deemed to be a “Managing Member Indemnitee” for purposes of Section 5.5. (g) Dissolution. Upon the determination by the Board of Directors of the satisfaction of the Board Triggering Event that gave rise to the creation of a Board of Directors, the Board of Directors shall be dissolved, each Director shall be removed, and all management responsibilities and restrictions under this Agreement shall revert back to the Managing Member. | EXCERPTS ON THIS PAGE:
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