Authority of Executive Committee. When the Board is not in session, the Executive Committee shall have and may exercise all of the authority of the Board, unless otherwise specified by the resolution appointing the Executive Committee. Neither the Executive Committee, nor any other committee created by the Board shall have the authority to (i) authorize distributions (ii) approve or propose to Members action that this Agreement requires be approved by Members, (iii) fill vacancies on the Board or on any of its committees, (iv) amend this Agreement, (v) authorize or approve reacquisition of Units, except according to a formula or method prescribed by the Board, or (vi) authorize or approve the issuance or sale or contract for sale of Units, or determine the designation and relative rights, preferences and limitations of a class or series of Units, except that the Board may authorize a committee (or a senior officer of the Corporation) to do so within limits specifically prescribed by the Board.
Appears in 3 contracts
Samples: Operating Agreement (LG&E & KU Energy LLC), Operating Agreement (E on Ag), Operating Agreement (E on Ag)
Authority of Executive Committee. When the Board is not in session, the Executive Committee shall have and may exercise all of the authority of the Board, unless otherwise specified by the resolution appointing the Executive Committee. Neither the Executive Committee, nor any other committee created by the Board Board, shall have the authority to (i) authorize distributions distributions, (ii) approve or propose to Members the Member action that this Agreement requires be approved by Membersthe Member, (iii) fill vacancies on the Board or on any of its committees, (iv) amend this Agreement, (v) authorize or approve reacquisition of Units, except according to a formula or method prescribed by the Board, or (vi) authorize or approve the issuance or sale or contract for sale of Units, or determine the designation and relative rights, preferences and limitations of a class or series of Units, except that the Board may authorize a committee (or a senior executive officer of the Corporation) to do so within limits specifically prescribed by the Board.
Appears in 2 contracts
Samples: Operating Agreement (BHC Meadows Partner Inc), Operating Agreement (BHC Meadows Partner Inc)