Authority of Management Committee. 4 5.8 OFFICERS...................................................................4
Authority of Management Committee. The Management Committee shall direct, manage and control the business of the Company. Except for situations in which the approval of the Members is expressly required by this Agreement or by nonwaivable provisions of the Act, the Management Committee shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. Managers may take action permitted hereunder or under the Act, only if approved by the Management Committee.
Authority of Management Committee. Subject to the provisions of Sections 5.8 and 5.9, the Management Committee shall have sole and unfettered discretion with respect to all determinations, decisions, consents, approvals, actions and the like by the Management Committee pursuant to this Agreement or under the Act. Without limiting the generality of the foregoing, in addition to the rights and obligations of the Management Committee provided for elsewhere in this Agreement, subject to Sections 5.8 and 5.9, the Members hereby authorize the Management Committee (or any subcommittee of the Management Committee established in accordance with Section 5.12):
(a) to supervise the business of the Company and to make those general decisions regarding the affairs of the Company;
(b) to preside at all Company meetings;
(c) to open accounts in the name of the Company with banks and other financial institutions and designate, replace and remove from time to time all signatories on such bank accounts;
(d) to invest Company funds for the benefit of the Company temporarily in time deposits, short-term governmental obligations, commercial paper or other investments;
(e) to pay all bills, invoices and expenses properly incurred by and on behalf of the Company;
(f) to purchase policies of comprehensive general liability insurance and to purchase such other insurance coverage as the Management Committee shall determine to be necessary or desirable to insure Covered Persons (including in connection with the Company’s indemnification obligations under Section 9.3) or to protect the Company’s assets and business;
(g) to execute on behalf of the Company all agreements, contracts, instruments and documents entered into in accordance with this Agreement, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, lease, mortgage or disposition of the Company’s assets, assignments, bills of sale, leases, and any other instruments or documents in connection with the business of the Company;
(h) to comply with, or cause to be complied with, all provisions of the Act governing the administration of a limited liability company, including but not limited to, filing with the Delaware Secretary of State any required amendment to the Certificate of Formation;
(i) to keep all books of account and other records required by the Company, keep vouchers, statements, receipted bills and invoices ...
Authority of Management Committee. Except as otherwise provided herein, the implementation of the Regional Plan pursuant to this Agreement shall be managed and governed by the Management Committee. In addition to the duties and authority referenced elsewhere in this Agreement, the Participants hereby delegate such functions, powers and responsibilities set forth below to the Management Committee:
a. Authorize payment of submitted invoices. All procurement rules applicable to the participating Municipality shall be applicable to the BMP Projects undertaken pursuant to this Agreement.
b. Ensure funded BMP Projects are constructed as approved, payments for the work are within the approved scope of each Project, and that payments are issued timely to the Participants.
c. Solicit suggested revisions to the BMP Project List and Annual Action Plan from all Regional Committee members and Participant jurisdictions at least 90 days prior to the Annual Meeting.
d. Propose a complete BMP Project list for the Annual Action Plan to Participants at the Annual Meeting.
e. Initiate review of the Regional Plan, at least once per year, at the Annual Meeting.
f. Administer this Agreement, as necessary, throughout Agreement term.
g. Convene and appoint persons to serve on any Subcommittee deemed necessary by the Management Committee to fulfill the obligations, actions and activities required in this Agreement. The Management Committee shall follow all laws applicable to the Participants, including, but not limited to, the Sunshine Act, the Right-to-Know Law and the Public Official and Employees Ethics Act, and any and all other applicable laws. All actions of the Management Committee shall be approved by a majority of its seven (7) voting members. Regional Committee members shall be entitled to attend meetings of the Management Committee, which shall occur no less than four (4) times per year or more frequently as needed, following advance written notice to all members of the Management Committee and Regional Committee by regular mail, facsimile or email.
Authority of Management Committee. The Board of Directors, shall have the exclusive power and authority to attain information of, and manage the business and affairs of any of the Company, to make all decisions affecting the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company as the Board of Directors deems necessary or appropriate. The Board of Directors and the officers appointed thereby, acting as such, shall have the power and authority to bind Company, subject to the provisions hereunder this Shareholders Agreement, except and to the extent that such power is expressly delegated in writing to any other person by the Board of Directors, and such delegation shall not cause the Board of Directors to cease to be the managing authority of Company. THE Board of Directors shall be an agent of the Company’s business, and the actions of the Board of Directors duly taken in such capacity and in accordance with this Agreement shall bind the Company. Except as otherwise expressly provided in this Agreement, all actions to be taken on behalf of the Board of Directors, including all decisions and determinations to be made and discretion to be exercised, shall be taken, made or exercised by the Board of Directors.
Authority of Management Committee. (a) Subject to the limitations imposed by the Act and this Agreement, the Management Committee shall have full and exclusive authority to conduct, manage and control all of the business affairs of the Company and to make all decisions regarding the business of the Company. In furtherance of such authority, the Management Committee shall have all of the rights and powers provided in this Section 7.2, as amended from time to time, and, except as otherwise provided by law or this Agreement, any action taken by the Management Committee shall constitute the act of and serve to bind the Company.
(b) The Management Committee is hereby granted the exclusive right, power and authority to:
(1) Manage, operate, maintain and develop the business of the Company;
(2) Approve any loan agreements or instruments evidencing debt incurred by the Company; the selection of a bank in which Company funds shall be deposited; the selection of legal counsel; the approval of Company tax returns; and any other matters which the Management Committee shall deem to be of fundamental importance to the Company;
(3) Execute any and all agreements, contracts, documents, certifications, instruments, notes, mortgages, assignments and security agreements necessary or convenient in connection with the operation of the business of the Company; (4) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and to secure the same by mortgage, pledge or other lien on any Company Property; (5) Protect and preserve the title and interest of the Company with respect to the assets at any time owned or acquired by the Company; (6) Collect all amounts due to the Company, and otherwise to enforce all rights of the Company, including all of such rights inuring to the benefit of the Company under any agreement for the management of its assets, and, in that connection, to retain counsel and institute such suits or proceedings, in the name and on behalf of the Company, or, if the Management Committee shall so determine, in the name of the Members; provided, however, that the Members reserve the right to retain separate counsel to defend against any lawsuits which name the Members as separate parties to such proceedings;
Authority of Management Committee. The operations and related contractual, financial and other affairs of the Company shall be managed and conducted under the direction of managers (each a “Manager”), who will act collectively as a “Management Committee.” No individual Manager shall have the authority to act on behalf of the Company, or to bind the Company, except as expressly provided by the Management Committee acting pursuant to this Agreement. Any action, approval or determination required to be taken by the Management Committee may only be taken by affirmative vote of a majority of the Managers then appointed, unless the vote of a greater number is required by this Agreement; provided, however, that if there is a vacancy on the Management Committee, no action, approval or determination may be taken unless the Member or Members entitled to fill such vacancy are given at least five days’ notice and an opportunity to fill such vacancy. In all Management Committee votes, each Manager shall have one vote. Managers need not be employees or Members of the Company.
Authority of Management Committee. TO VARY ALLOCATIONS TO PRESERVE AND PROTECT MEMBERS' INTENT.
6.10.1. It is the intent of the Members that each Member's distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in accordance with Sections 6.1 through 6.8 to the fullest extent permitted by Section 704(b) of the Code. In order to preserve and protect the determinations and allocations provided for in Sections 6.1 through 6.8, the Management Committee is authorized to allocate income, gain, deduction, recapture or credit (or item thereof) arising in any year in a manner different from that otherwise provided for in Sections 6.1 through 6.8 if, and to the extent that, allocating income, gain, deduction, recapture or credit (or item thereof) in the manner provided for in Sections 6.1 through 6.8, would cause the determinations and allocations of each Member's distributive share of income, gain, deduction, recapture or credit (or item thereof) not to be permitted by Section 704(b) of the Code and any Treasury Regulations promulgated thereunder. Any allocation made pursuant to this Section 6.10 shall be deemed to be a complete substitute for any allocation otherwise provided for in Sections 6.1 through 6.8 and no amendment of this Agreement or approval of any Member shall be required.
6.10.2. In making any allocation under Section 6.10.1, the Management Committee is authorized to act only after having been advised in writing, by either counsel to the Company or by the Company's accountant, that in their opinion, after examining Section 704(b) of the Code and any current or future proposed, temporary, or final Treasury Regulations thereunder, (A) the new allocation is necessary, and (B) the new allocation is the minimum modification of the allocations otherwise provided for in Sections 6.1 through 6.8 necessary in order to assure that, either in the then current year or in any preceding year, each Member's distributive share of income, gain, deduction, recapture or credit (or item thereof) is determined and allocated in accordance with Sections 6.1 through 6.8 to the fullest extent permitted by Section 704(b) of the Code and the Treasury Regulations thereunder.
6.10.3. New allocations made by the Management Committee in reliance upon the written advice of the attorneys and accountants described above shall not be deemed to be a breach of any fiduciary obligation of any Member to the Company, and no such new allocation shall give rise to any...
Authority of Management Committee. Pursuant to the provisions of this Agreement, and the Operating Agreement of LLC, as originally executed and as amended from time to time ("OPERATING AGREEMENT"), the Management Committee is granted the authority to establish business plans, policies, budgets and direction for LLC. As part of and further to this grant of authority, the Management Committee hereby takes the following actions and adopts the following provisions:
(a) The Management Committee hereby appoints UbiquiTel as the operating manager (the "OPERATING MANAGER") to manage and operate the wireless network and operations of LLC (the "WIRELESS NETWORK") in the central valley of California with the authority and subject to the limitations, provided for in this Agreement;
(b) The Management Committee hereby adopts the Operations Transition Plan-Key Milestones and Timeline (the "TRANSITION PLAN") set forth as EXHIBIT B and hereby directs the Operating Manager to implement the Transition Plan as part of its operations; and
Authority of Management Committee. Except with respect to any duties delegated to the Officers of the Company pursuant to Article 7 or as otherwise expressly provided in this Agreement: (a) all Company decisions and actions must be approved or authorized by the Management Committee in the manner provided in Section 6.4, Section 6.5 and/or Section 6.6 below; and (b) except as otherwise expressly provided in this Agreement or unless specifically authorized by the Management Committee, no single member of the Management Committee shall be authorized or empowered to make any decisions, take or perform any actions and/or activities, deliver or perform any agreements, enter into any transactions or otherwise bind the Company.
