Committees of the Board of Managers. The Board of Managers may, by resolution passed by a vote of the entire Board of Managers, designate one or more committees, each committee to consist of one or more of the Managers of the Company. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Managers to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Managers passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Managers in the management of the business and affairs of the Company, and may authorize the seal of the Company to be impressed on all papers that may require it, to the extent permitted by the Act, the Certificate of Formation and this Agreement. Unless otherwise specified in the resolution of the Board of Managers designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Managers otherwise provides, each committee designated by the Board of Managers may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Managers conducts its business pursuant to Section 8 of this Agreement.
Committees of the Board of Managers. The Board of Managers may create an executive committee, a compensation committee and other committees of the Board of Managers and appoint Managers to serve on such committees. The creation of a committee of the Board of Managers and the appointment of Managers to it must be approved by the greater of (i) a majority of the number of Managers in office when the action is taken or (ii) the number of Managers required to take action pursuant to this Agreement. Each committee of the Board of Managers must have two or more Managers and, to the extent authorized by the Board of Managers, shall have and may exercise all of the authority of the Board of Managers in the management of the Company. Each committee member shall serve at the pleasure of the Board of Managers. The provisions in this Agreement governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Managers apply to committees of the Board of Managers established under this Section 6.8.
Committees of the Board of Managers. The Board of Managers may designate and adopt procedures relating to the governance of one or more committees (including, but not limited to, an executive committee, an audit committee, a financing committee and a compensation committee), with each committee to consist of one or more Managers. Any such committee shall have and may exercise only the powers and authority provided in such Board of Managers resolution.
Committees of the Board of Managers. (a) The Board of Managers may by resolution designate one or more Committees, each of which shall be comprised of two or more Managers, and may designate one or more of the Managers as alternate members of any Committee, who may, subject to any limitations imposed by the Board of Managers, replace absent or disqualified Managers at any meeting of that committee. Any decisions to be made by a Committee of the Board of Managers shall require the approval of a majority of the votes of such Committee of the Board of Managers, except as may be otherwise provided in this Agreement.
(b) Any Committee of the Board of Managers, to the extent provided in any resolution of the Board of Managers, shall have and may exercise all of the authority of the Board of Managers, subject to the limitations set forth in the establishment of such Committee. Any Committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the Board of Managers. Each Committee of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided in this Agreement, the Charter for such Committee, or by a resolution of the Board of Managers designating such Committee.
Committees of the Board of Managers. The Board of Managers from time to time may appoint one or more committees, each such committee to be comprised of one or more Board Members, to perform any functions or conduct any activities that the Board of Managers has the right, power, and authority to perform or conduct.
Committees of the Board of Managers. (a) The Board of Managers shall have an Audit Committee and a Compensation Committee, each of which shall be comprised of not less than three Independent Managers. One member of the Audit Committee shall be an “audit committee financial expert” as such term is defined under the Exchange Act. Additionally, the Board of Managers may by resolution designate one or more additional committees, each of which shall be comprised of one or more Managers. The Board of Managers may designate one or more of the Managers as alternate members of any committee, who may, subject to any limitations imposed by the Board of Managers, replace absent or disqualified Managers at any meeting of any committee. To the extent not prohibited by Law, any Manager may attend the meetings of any committee of the Board of Managers on which he or she does not serve, as a non-voting observer.
(b) Any committee of the Board of Managers, to the extent provided in any resolution of the Board of Managers, shall have and may exercise all of the authority of the Board of Managers, subject to the limitations set forth in Article XII and Section 14.1 or in the one or more resolutions of the Board of Managers establishing such committee. Any committee members may be removed, or any authority granted thereto may be revoked, at any time for any reason by a majority of the Board of Managers. Each committee of the Board of Managers may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided in this Agreement or by a resolution of the Board of Managers establishing such committee.
Committees of the Board of Managers. (a) The Board of Managers, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect one or more Managers to serve as the member or members, designating, if it desires, other Managers as alternate members who may replace any absent or disqualified member at any meeting of the committee.
(b) Any committee so designated may exercise the power and authority of the Board of Managers to make a distribution, to authorize the issuance of limited liability company interests, to admit a new member, or to adopt a certificate of merger or consolidation pursuant to Section 209 of the Act, if the resolution which designates the committee or a supplemental resolution of the Board of Managers shall so provide.
(c) In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another Manager to act at the meeting in the place of the absent or disqualified member.
Committees of the Board of Managers. 7.1. COMMITTEES
Committees of the Board of Managers. Other than any Committee required to be established by the Framework (currently the Distribution Committee and the Compensation Committee), the Board of Managers may, in its discretion and in accordance with the Framework, designate one or more committees, each committee to consist of one or more of the Managers or other Persons and which shall have and may exercise, except as may be otherwise limited by law, such delegable powers and authority as shall be conferred or authorized by Consent of the Board of Managers. The power and authority of any committee designated by the Board of Managers under this Section 3(g) shall not exceed the power and authority possessed by the Board of Managers under this Agreement and shall be exercised subject to all separate consent rights of OMAM Intermediary under this Agreement. Such committees shall operate in accordance with the meeting procedures set forth in Appendix II.
Committees of the Board of Managers. The Board of Managers may designate from among its members an executive committee or one or more other standing or ad hoc committees, each consisting of one or more Managers, who serve at the pleasure of the Board of Managers. Each committee shall have the authority set forth in the resolution establishing the committee or in any other resolution of the Board of Managers specifying, enlarging, or limiting the authority of the committee.
