Common use of Committees; Authority Clause in Contracts

Committees; Authority. The Governors may create such committees, and appoint such Governors to serve on them, as the Governors deem appropriate. Each committee must have Two (2) or more Governors, who serve at the pleasure of the Governors. The creation of a committee, and the appointment of Governors to serve on it, must be approved by a majority of the Governors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees may exercise only those aspects of the Governors’ authority which are expressly conferred by the Governors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the Governors; or (ix) 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.

Appears in 13 contracts

Samples: Operating Agreement (Highwater Ethanol LLC), Operating Agreement, Member Control Agreement

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Committees; Authority. The Governors Directors may create such committees, and appoint such Governors Directors to serve on them, as the Governors Directors deem appropriate. Each committee must have Two (2) or more GovernorsDirectors, who serve at the pleasure of the GovernorsDirectors. The creation of a committee, and the appointment of Governors Directors to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees Board committees may exercise only those aspects of the GovernorsDirectors’ authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 6 contracts

Samples: Operating Agreement (East Fork Biodiesel, LLC), Operating Agreement (Homeland Energy Solutions LLC), Operating Agreement (East Fork Biodiesel, LLC)

Committees; Authority. The Governors Directors may create such committeescommittees including an Executive Committee, and appoint such Governors Directors or other Member appointees to serve on them, as the Governors Directors deem appropriate. Each committee must have Two two (2) or more GovernorsDirectors or other Member appointees, who serve at the pleasure of the GovernorsDirectors. The creation of a committee, and the appointment of Governors Directors or other Member appointees to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees Board committees may exercise only those aspects of the GovernorsDirectors’ authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 3 contracts

Samples: Operating Agreement (Amaizing Energy Holding Company, LLC), Operating Agreement (Amaizing Energy Holding Company, LLC), Operating Agreement (Amaizing Energy Holding Company, LLC)

Committees; Authority. The Governors Board may create such committees, and appoint such Governors Directors to serve on them, as the Governors deem Board deems appropriate. Each committee must have Two two (2) or more GovernorsDirectors, who serve at the pleasure of the GovernorsBoard. The creation of a committee, and the appointment of Governors Directors to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees of the Board may exercise only those aspects of the Governors’ Board’s authority which are expressly conferred by the Governors Board by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors Directors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 2 contracts

Samples: Operating Agreement (Nedak Ethanol, LLC), Operating Agreement (Nedak Ethanol, LLC)

Committees; Authority. The Governors Board may create such committees, and appoint such Governors Directors to serve on them, as the Governors deem Board deems appropriate. Each committee must have Two two (2) or more GovernorsDirectors, who serve at the pleasure of the GovernorsBoard. The creation of a committee, and the appointment of Governors Directors to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees of the Board may exercise only those aspects of the Governors’ Board's authority which are expressly conferred by the Governors Board by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors Directors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 2 contracts

Samples: Operating Agreement (Nedak Ethanol, LLC), Operating Agreement (Nedak Ethanol, LLC)

Committees; Authority. The Governors Managers may create such committees, and appoint such Governors Managers to serve on them, as the Governors Managers deem appropriate. Each committee must have Two two (2) or more GovernorsManagers, who serve at the pleasure of the GovernorsManagers. The creation of a committee, and the appointment of Governors Managers to serve on it, must be approved by a majority of the GovernorsManagers. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees Board committees may exercise only those aspects of the GovernorsManagers’ authority which are expressly conferred by the Governors Managers by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors or on any of its committees; (v) adopt, amend, or repeal the Articles Certificate or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsManagers; or (ix) 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.

Appears in 2 contracts

Samples: Company Agreement (Liberty Renewable Fuels LLC), Company Agreement (Liberty Renewable Fuels LLC)

Committees; Authority. The Governors Directors may create such committees, and appoint such Governors Directors to serve on them, as the Governors Directors deem appropriate. Each committee must have Two two (2) or more GovernorsDirectors, who serve at the pleasure of the GovernorsDirectors. The creation of a committee, and the appointment of Governors Directors to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor Director meetings under this Article V shall also apply to committee meetings. Committees of the Directors may exercise only those aspects of the GovernorsDirectors’ authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors Directors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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 Series of Units. After the election of a Series U Director in accordance with Section 5.3, all such committees shall include at least one (1) Series U Director, unless otherwise approved by Members holding Series U Units or if such appointment is otherwise prohibited by applicable law related to the independence of Directors.

Appears in 2 contracts

Samples: Operating Agreement (Southwest Iowa Renewable Energy, LLC), Operating Agreement (Southwest Iowa Renewable Energy, LLC)

Committees; Authority. The Governors Directors may create such committeescommittees as the Directors deem appropriate, and appoint such Governors persons, who need not be Directors, to serve on them; provided, as the Governors deem appropriate. Each however, that each committee must have Two at least two (2) or more Governors, who serve at the pleasure of the GovernorsDirectors as members. The creation of a committee, and the appointment of Governors persons to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees Board committees may exercise only those aspects of the GovernorsDirectors’ authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 1 contract

Samples: Operating Agreement (Akron Riverview Corn Processors, LLC)

Committees; Authority. The Governors Managers may create such committees, and appoint such Governors Managers to serve on them, as the Governors Managers deem appropriate. Each committee must have Two (2) or more GovernorsManagers, who serve at the pleasure of the GovernorsManagers. The creation of a committee, and the appointment of Governors Managers to serve on it, must be approved by a majority of the GovernorsManagers. The procedural requirements for Board of Governor Manager meetings under this Article V shall also apply to committee meetings. Committees may exercise only those aspects of the GovernorsManagers’ authority which are expressly conferred by the Governors Managers by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors Managers or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsManagers; or (ix) 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.

Appears in 1 contract

Samples: Operating Agreement (Buffalo Ridge Energy, LLC)

Committees; Authority. The Governors Directors may create such committees, and appoint such Governors Directors to serve on them, as the Governors Directors deem appropriate. Each committee must have Two two (2) or more GovernorsDirectors, who serve at the pleasure of the GovernorsDirectors. The creation of a committee, and the appointment of Governors Directors to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor Director meetings under this Article V shall also apply to committee meetings. Committees of the Directors may exercise only those aspects of the Governors’ Directors' authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors Directors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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. All such committees shall include at least one (1) Series E Director, unless otherwise approved by Members holding Series E Units or if such appointment is otherwise prohibited by applicable law related to the independence of Directors.

Appears in 1 contract

Samples: Operating Agreement (Southwest Iowa Renewable Energy, LLC)

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Committees; Authority. The Governors Directors may create such committees, and appoint such Governors persons to serve on them, as the Governors Directors deem appropriate. Each A committee must have Two (2) shall consist of one or more Governorspersons, who serve at need not be Directors. Committees are subject to the pleasure of direction and control of, and vacancies in the Governorsmembership therefore shall be filled by, the Directors. The creation of a committee, and the appointment of Governors Persons to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees Board committees may exercise only those aspects of the GovernorsDirectors’ authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the Governors; or (ix) 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.;

Appears in 1 contract

Samples: Operating Agreement

Committees; Authority. The Governors Directors may create such committees, and appoint such Governors Directors to serve on them, as the Governors Directors deem appropriate. Each committee must have Two (2) or more GovernorsDirectors, who serve at the pleasure of the GovernorsDirectors. The creation of a committee, and the appointment of Governors Directors to serve on it, must be approved by a majority of the Governorsvotes held by the Directors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees Board committees may exercise only those aspects of the GovernorsDirectors’ authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 1 contract

Samples: Operating Agreement (One Earth Energy LLC)

Committees; Authority. The Governors Directors may create such committees, and appoint such Governors Directors to serve on them, as the Governors Directors deem appropriate. Each committee must have Two two (2) or more GovernorsDirectors, who serve at the pleasure of the GovernorsDirectors. The creation of a committee, and the appointment of Governors Directors to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor Director meetings under this Article V shall also apply to committee meetings. Committees of the Directors may exercise only those aspects of the GovernorsDirectors’ authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors Directors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 1 contract

Samples: Operating Agreement (Southwest Iowa Renewable Energy, LLC)

Committees; Authority. The Governors Directors may create such committees, and appoint such Governors Directors to serve on them, as the Governors Directors deem appropriate. Each committee must have Two two (2) or more GovernorsDirectors, who serve at the pleasure of the GovernorsDirectors. The creation of a committee, and the appointment of Governors Directors to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor Director meetings under this Article V shall also apply to committee meetings. Committees of the Directors may exercise only those aspects of the Governors’ Directors' authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors Directors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 1 contract

Samples: Operating Agreement (Southwest Iowa Renewable Energy, LLC)

Committees; Authority. The Governors Directors may create such committees, and appoint such Governors persons to serve on them, as the Governors Directors deem appropriate. Each A committee must have Two (2) shall consist of one or more Governorspersons, who serve at need not be Directors. Committees are subject to the pleasure of direction and control of, and vacancies in the Governorsmembership therefore shall be filled by, the Directors. The creation of a committee, and the appointment of Governors Persons to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees Board committees may exercise only those aspects of the Governors’ Directors' authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 1 contract

Samples: Operating Agreement (Homeland Energy Solutions LLC)

Committees; Authority. The Governors Directors may create such committees, and appoint such Governors persons to serve on them, as the Governors Directors deem appropriate. Each A committee must have Two (2) shall consist of one or more Governorspersons, who serve at need not be Directors. Committees are subject to the pleasure of direction and control of, and vacancies in the Governorsmembership therefore shall be filled by, the Directors. The creation of a committee, and the appointment of Governors Persons to serve on it, must be approved by a majority of the GovernorsDirectors. The procedural requirements for Board of Governor meetings under this Article V shall also apply to committee meetings. Committees Board committees may exercise only those aspects of the GovernorsDirectors’ authority which are expressly conferred by the Governors Directors by express resolution. Notwithstanding the foregoing, however, a committee may not, under any circumstances: (i) apportion or authorize distributions; (ii) approve or propose any action for which the Act requires Member approval; (iii) elect Officers; (iv) fill vacancies on the Board of Governors or on any of its committees; (v) adopt, amend, or repeal the Articles or this Agreement; (vi) approve a plan of merger; (vii) authorize or approve the reacquisition of Units, except according to a formula or method prescribed by the GovernorsDirectors; or (ix) 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.

Appears in 1 contract

Samples: Operating Agreement (Homeland Energy Solutions LLC)

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