Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, shall perform all duties imposed on the directors of registered investment companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Managers. The powers of the Managers include, by way of illustration and not by way of limitation, the power and authority from time to time to do the following:
(a) invest all or substantially all of the Company’s assets in the Master Fund;
(b) incur all expenses permitted by this Agreement;
(c) to the extent that funds are available, cause to be paid all expenses, debts and obligations of the Company;
(d) appoint and dismiss (i) Appropriate Officers to serve as officers of the Company and (ii) and the Management Company to serve as management company, in each case with such powers and authority as may be provided to such Persons by the Board of Managers or by this Agreement;
(e) employ and dismiss from employment such agents, employees, managers, advisers, accountants, attorneys, consultants and other Persons necessary or appropriate to carry out the business and affairs of the Company, whether or not any such Persons so employed are affiliated persons of any Manager, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services;
(f) subject to the indemnification provisions in this...
Board of Managers Powers. The Board of Managers shall have the authority on behalf and in the name of the Company to perform all acts necessary and desirable to the objects and purposes of the Company, subject to the rights of the Liquidator to liquidate the Company and take all actions incidental thereto during the period of liquidation.
Board of Managers Powers. Subject to the terms of the Act and as otherwise provided under this Section 5, the Company shall be managed by the Board of Managers to the extent, and only to the extent, of the matters described in Sections 2.6(d) and 2.6(f) hereof and in accordance with Sections 2.6(d) and 2.6(f) hereof. Each member of the Board of Managers is hereby designated as a manager within the meaning of the Act but shall have only the rights and powers as are set forth in this Section 5.3 and shall not otherwise have the authority, acting alone or together, to bind the Company.
Board of Managers Powers. 12 5.04 Major Decisions..............................................................................13 5.05 Duties and Obligations of the Board of Managers..............................................15 5.06
Board of Managers Powers. The business and affairs of the Company shall be managed by or under the direction of a board of managers (the “Board”) except as pertains to the INNMC Businesses. The members of the Board (the “Managers”) shall be “managers” within the meaning of the Act. Subject to the provisions of this Agreement, the Board shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company except as pertains to the INNMC Businesses. No Member, in its capacity as such, shall participate in or have any control over the business of the Company except as pertains to the INNMC Businesses. The INNMC Member shall have full and complete discretion to manage the business and affairs of the INNMC Businesses, to make all decisions affecting the business and affairs of the INNMC Businesses and to take all such actions as it deems necessary or appropriate with respect to the INNMC Businesses.
Board of Managers Powers. A Board of Managers of the Company (the “Board of Managers”) is hereby established and shall be comprised of natural Persons (each such Person, a “Manager”) who shall be designated in accordance with the provisions of paragraph (d) below. The business and affairs of the Company shall be managed, operated, and controlled by or under the direction of the Board of Managers, and the Board of Managers shall have, and is hereby granted, the full, complete, and exclusive power, authority, and discretion for, on behalf of, and in the name of the Company, to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company; provided however, that the Members may decide to take certain actions for the Company as contemplated by Section 6(j) below.
Board of Managers Powers. (a) Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Managers, and (ii) the Board of Managers shall make all decisions and take all actions for the Company not otherwise provided for in this Agreement.
(b) Notwithstanding the provisions of Section 6.3(a), no action may be taken by the Company (whether by the Board of Managers or otherwise) in connection with any of the following matters without the unanimous consent of the Members (unless applicable provisions of the Act require approval by Members holding a greater percentage interest):
(i) A material change in the nature of the Company’s business;
(ii) Commingling of any Company monies with monies of any Member or maintaining any Company funds in other account in the Company;
(iii) Public offerings of securities by the Company or its Subsidiaries;
(iv) Admission of any Person as a Member;
(v) The amendment or restatement of this Agreement or the Certificate of Formation; or
(vi) Any act in contravention of this Agreement.
Board of Managers Powers. Subject to the provisions of this Agreement, the Business and affairs of the Company shall be managed by or under the direction of the Board of Managers, which may exercise all of the powers of the Company that are not otherwise required by this Agreement or the Act to be exercised by the Members. In addition to the powers and authority expressly conferred upon them by statute or by this Agreement, the Board of Managers is empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company. In addition to, and without limiting the foregoing, the Company shall take all actions necessary to cause the board of directors or board of managers of each of its Subsidiaries (or the general partner of each such Subsidiary) to be comprised of the same Persons who serve as Managers of the Company and that, in such capacity, each such Person shall have the same powers and authority with respect to such Subsidiary as a Manager is entitled to exercise with respect to the Company under this Agreement. Subject to Section 5.1(h) hereof, the Board of Managers shall be entitled to delegate all or any part of its powers as it shall deem appropriate or convenient to such officers of the Company or other persons as it shall select in its discretion, subject to the reservation of authority to approve the major decisions set forth in Section 5.4 and such other matters as shall require its approval under the terms of this Agreement. Initially, the management of the day-to-day operations of the Company shall be delegated, subject to Section 5.1(h) and the terms of the Management Agreement, to the Officers.
Board of Managers Powers. Duties and Obligations of the Board of Managers
Board of Managers Powers. (a) The business and affairs of the Company shall be managed by the board of managers (the "BOARD OF MANAGERS") who will have the rights, powers, duties and liabilities described in this Agreement, subject to the delegation of rights and powers provided herein and the limitations provided herein and under the Act. Subject to the limitations of this Agreement and the Act and the delegation of rights and powers provided herein, the overall business and affairs of the Company shall be managed by the Board of Managers, which business and affairs shall be operated consistent with the terms and conditions of this Agreement and the Act. The Board of Managers shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a Manager of a limited liability company under the laws of the State of Delaware.
(b) The Board of Managers shall consist of at least three (3) and not more than twelve (12) managers, as determined from time to time by the Board of Managers. The initial Managers shall be those individuals set forth in SCHEDULE I hereto.
(c) Additional members of the Board of Managers may be appointed from time to time by a majority of the members of the Board of Managers or by the Members holding a majority of the outstanding voting Units of the Company.
(d) The Board of Managers shall be elected, at such times as determined by the Board of Managers, by Members holding a majority of the voting units or entitled to vote a majority of the voting units. All Managers shall hold office until their respective successors have been elected and qualified, subject to the provisions of this Agreement with respect to vacancies on the Board of Managers. Managers may be removed from time to time, with or without cause, by a majority of the members of the Board of Managers or the Members holding a majority of the then outstanding voting Units of the Company.
