The business and affairs of the Entity are managed by or under the direction of a board, whose size is fixed as the bylaws provide; how directors are elected, how long they hold office, and on what vote a director or the whole board may be removed. Consolidates the board, election and removal terms that 1.0.0 carried as three clauses: directors, election and removal are one term, stated once.
Board of Directors
The business and affairs of the Entity are managed by or under the direction of a board, whose size is fixed as the bylaws provide; how directors are elected, how long they hold office, and on what vote a director or the whole board may be removed. Consolidates the board, election and removal terms that 1.0.0 carried as three clauses: directors, election and removal are one term, stated once.
- Clause id:
board@2.0.0
- Activated by the
board-officers module
- Composes after:
## Article VI - Duration and Change (a document package may override this through its anchors map)
- Placeholders:
constituentNounPlural, removalThresholdText
Item numbers in this clause are canonical: they open at 1.1 under the
clause's own heading and never assume a host document's numbering. A
consumer composing the clause renumbers it to continue the target
document.
Source: form follows the market-standard Delaware C-Corp startup formation set as produced by Stripe Atlas; the text is standard Delaware corporate practice under the general corporation law, not a third party's proprietary drafting, and no real party's data is shipped. Carried at the same provenance discipline as delaware-ccorp@1.0.0: no real party's data is shipped, and the slug carries no third-party trademark. The body is the board, director-election and director-removal 1.0.0 texts merged verbatim into one clause, renumbered 1.1 through 1.6.
Licence: Apache-2.0
Legal review: The source says stockholders; the clause says {{constituentNounPlural}} so it reads correctly on a base whose constituents are Members or Partners. The source states a fixed majority-of-voting-power removal threshold; the clause takes it as a variable so an entity may set its own.
Do not hand-edit this directory. It is generated:
node scripts/import-entity-templates.mjs [path-to-model-factory]
Board of Directors
1.1 The management of the business and the conduct of the affairs of the Entity shall be vested in its Board of Directors.
1.2 The number of directors which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the bylaws.
1.3 Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each director shall hold office either until the expiration of the term for which elected or appointed and until a successor has been elected and qualified, or until such director's death, resignation or removal.
1.4 No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
1.5 Unless and except to the extent that the bylaws of the Entity shall so require, the election of directors need not be by written ballot.
1.6 Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares entitled to vote generally at an election of directors.
Board of Directors
----
**1.1** The management of the business and the conduct of the affairs of the Entity shall be vested in its Board of Directors.
**1.2** The number of directors which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the bylaws.
**1.3** Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. Each director shall hold office either until the expiration of the term for which elected or appointed and until a successor has been elected and qualified, or until such director's death, resignation or removal.
**1.4** No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
**1.5** Unless and except to the extent that the bylaws of the Entity shall so require, the election of directors need not be by written ballot.
**1.6** Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares entitled to vote generally at an election of directors.
## Board of Directors
**1.1** The management of the business and the conduct of the affairs of the Entity shall be vested in its Board of Directors.
**1.2** The number of directors which shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the bylaws.
**1.3** Directors shall be elected at each annual meeting of the {{constituentNounPlural}} to hold office until the next annual meeting. Each director shall hold office either until the expiration of the term for which elected or appointed and until a successor has been elected and qualified, or until such director's death, resignation or removal.
**1.4** No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
**1.5** Unless and except to the extent that the bylaws of the Entity shall so require, the election of directors need not be by written ballot.
**1.6** Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time, with or without cause, by the affirmative vote of {{removalThresholdText}}.
{
"$class": "id.entity.render.clause.board@2.0.0.BoardClauseRender",
"constituentNounPlural": "Shareholders",
"removalThresholdText": "the holders of a majority of the voting power of all then-outstanding shares entitled to vote generally at an election of directors"
}
/*
* Render model fragment for board@2.0.0.
*
* NOT a canonical data model. It carries exactly the placeholders the
* TemplateMark body uses, so the clause renders independently of any
* document package.
*
* provenance:
* source: id.entity.ext.e7 (projection)
* licence: Apache-2.0
*/
namespace id.entity.render.clause.board@2.0.0
import org.accordproject.runtime@0.2.0.{Request,Response} from https://models.accordproject.org/accordproject/runtime@0.2.0.cto
@template
concept BoardClauseRender {
o String constituentNounPlural
o String removalThresholdText
}