Certain Powers of the Board. Without limiting the generality of Section 5.1, but subject to Section 5.2 and Section 5.4, the Board shall have power and authority, on behalf of the Company, to:
(a) Subject to Section 5.4(b), borrow money for the Company from banks, other lending institutions, the Managers, Members, or Affiliates of the Managers or Members on such terms as the Board deems appropriate;
(b) Purchase liability and other insurance to protect the Company’s property and business;
(c) Execute and deliver all instruments and documents, including checks, drafts, notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of Company property; assignments; bills of sale; leases; partnership agreements; operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the reasonable opinion of the Board, to the conduct of the business of the Company, including modifications and amendments thereto;
(d) Employ accountants, legal counsel, managing agents, other experts, employees and independent contractors to perform services for the Company and to compensate them from Company funds;
(e) Subject to Section 5.4(e), file any amendments to the Company’s Articles with the Nevada Secretary of State;
(f) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Nevada or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement, continue, and defend the valid existence of the Company;
(g) Authorize and issue additional Units, to either new or existing Members;
(h) Issue Incentive Units or Unit Equivalents to service providers;
(i) Form a Company subsidiary;
(j) Enter into or modify any employment, severance, equity rights, change in control, termination or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, or otherwise increase the compensation or benefits of, any officer, manager, member, managing member, consultant or employee;
(k) Lend money to or guaranty or become surety for the obligations of any Person;
(l) Compromise or settle any claim against or inuring to the benefit of the Company involving an amount in controversy; and
(m) Open bank accounts in the name of the Company a...
Certain Powers of the Board. Subject to any provisions of this Agreement that require the consent or approval of one or more Members and any other limitations contained in this Agreement, the Board shall have the exclusive right, power and authority to direct the business and affairs of the Company and to make all decisions with respect thereto. Except as may be otherwise expressly provided in this Agreement, in no event shall any Member, in its capacity as such, have any right or authority to act for or bind the Company, and no Member in its capacity as such shall take part in or interfere in any manner with the management of the business and affairs of the Company. To the fullest extent permitted by Arizona law, but subject to any specific provisions hereof granting rights to Members and any other limitations contained in this Agreement, the Board shall have the power to do any and all acts, statutory or otherwise, with respect to the Company or this Agreement that would otherwise be possessed by the Members under the laws of the State of Arizona. Subject to the particular provisions of this Agreement that require the consent or approval of one or more Members and any other limitations contained in this Agreement, the power and authority granted to the Board hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company. Without limiting the generality of the foregoing, the Board shall have power and authority on behalf of the Company:
6.3.1 To acquire property from and sell property to any Person as the Board may determine. The fact that a Member or a Manager is directly or indirectly affiliated or connected with any such Person shall not prohibit the Board from dealing with that Person, provided that the requirements of Section 6.4 are satisfied;
6.3.2 To borrow money for the Company from banks, other lending institutions, the Interest Holders, Managers, or Affiliates of the Interest Holders or Managers on such terms as the Board may deem appropriate, provided that the requirements of Section 6.4 are satisfied, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums, provided that the requirements of Section 6.4 are satisfied. No debt or other obligation shall be contracted or liability incurred b...
Certain Powers of the Board. Without limiting the general authority of the Board set forth in Section 4.1 above, the Board shall have the power and authority on behalf of the Company:
(a) to acquire Property for the Company from any Person as the Board may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Board from dealing with that Person;
(b) to borrow money for the Company from banks, other lending institutions, the Manager(s), the Members, or Affiliates of the Manager(s) or the Members on such terms as the Board deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in Company Property to secure repayment of the borrowed sums;
(c) to invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;
(d) to bring and defend actions and Proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission.
(e) to cause the Company to undergo, pursue or accept a Liquidation Event;
(f) to organize one or more corporations, limited liability companies, partnerships or any other entity to hold record title, as nominee for the Company, of any Company Property;
(g) to make Distributions to the Members;
(h) to lend, with or without security, any of the funds of the Company or any Company Property;
Certain Powers of the Board. Without limiting the generality of Article VI, Paragraph 6.1 of this Operating Agreement, the Board will have the power and authority, as a group, on behalf of the Company:
a. To acquire property from any Person or Entity as the Board may determine. The fact that the Member is directly or indirectly affiliated or connected with any such Person or Entity will not prohibit the Board from dealing with that Person or Entity, however any and all such transactions shall meet the highest of ethical standards.
b. To cause the Company to serve as a Member or sole Member of each Subsidiary and to take any and all actions required or permitted to be taken by the Company in accordance with the terms of this Operating Agreement and each Subsidiary's Operating Agreement including, without limitation, the designation, removal, and/or replacement of the President/CEO or otherwise designated Manager of the Holding Company, or Manager(s) of each Subsidiary of this entity, provided that the foregoing shall be subject to the provisions in the Operating Agreement and/or the Tribe's Limited Liability Company Ordinance that governs the removal and/or replacement of a Manager.
c. To incur indebtedness for borrowed money or lease obligations on behalf of the Company and/or any Subsidiary.
d. To make all expenditures permitted by this Operating Agreement.
e. To protect and preserve the title and interest of the Company and each Subsidiary in such assets as the Company or any subsidiary may own from time to time.
f. To collect all amounts due to the Company and or its Subsidiaries and otherwise to enforce all rights of the Company, and to employ counsel and institute such suits or proceedings as may be necessary in the name and on behalf of the Company.
g. To establish and maintain one or more bank accounts for the Company in such banks as the Board may, from time to time, designate as depositaries of the funds of the Company.
h. To the extent that funds of the Company are available, to pay all debts and obligations of the Company.
i. To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds.
j. To enter into any and all other contracts or agreements on behalf of the Company to carry out the purposes of the Company, with any other Person or Entity for any purpose, in such form as the Board may approve.
k. To the extent that there is available Net Cash Flow, to make appropriate distributions of...
