Board Authority. The Board shall generally advise the Council with respect to the management and operation of the Council and may make certain recommendations to the Council regarding actions that would be subject to the Members’ consent. The Board shall also have the right to vote on matters and take actions as set forth herein. For the avoidance of doubt, no individual Board Member shall have authority to bind the Council unless pursuant to authority delegated by the Council or the Board. The specific powers of the Board include: (i) appointing officers of the Council as set forth in Section 7.2; (ii) approving Council policies (“Hedera Policies”); (iii) approving Council budgets; (iv) employing, at the Council’s expense, such agents or third parties in connection with the management or operation of the business of the Council as the Board shall deem appropriate; and (v) the ability to update the list of Members set forth on Schedule 1 hereto in order to admit new Governing Members following any new issuance, redemption, repurchase or Transfer of Interests in accordance with this Agreement without the consent of or execution by the Members; and (vi) establishing committees of the Board and delegating to Board committees such powers and authority otherwise vested in the Board; (vii) such other actions the Voting Directors deem necessary in connection with the proper governance of the Council.
Appears in 18 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
