Common use of Creation of Committees Clause in Contracts

Creation of Committees. The Board of Managers may by resolution designate from among the Managers one or more other committees (including an audit committee and a compensation committee), each of which shall be composed 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; provided that each of the Darling Member and the Valero Member shall have the right to appoint one of the Darling Managers and one of the Valero Managers, respectively, to any committee established by the Board of Managers; provided, however, that if the Darling Member or the Valero Member owns Units constituting less than 50% of the Units held by all of the Members, then the other Member owning greater than 50% of the Units held by all of the Members shall be entitled to appoint an additional member to the such committee; provided further that if the Darling Member or the Valero Member owns Units constituting less than 5% of the Units held by all of the Members, then such Member shall no longer have the right to appoint a member of such committee (and any committee member previously appointed by such Member may be removed by the other Member). Any such committee, solely to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board of Managers, subject to the limitations set forth in the Delaware Act, in this Agreement and in the resolutions establishing such committee. Any members thereof may be removed, or any authority granted thereto may be revoked, at any time for any or no reason by a majority of the Board of Managers in its sole discretion; provided that no Darling Manager or appointee or Valero Manager or appointee may be removed from any such committee without the prior written consent of the Darling Member or the Valero Member, as applicable (other than in connection with the dissolution of such committee by the Board of Managers or as otherwise expressly provided above). Each such committee 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 designating such committee or thereafter adopted by the Board of Managers.

Creation of Committees. The Board of Managers may by resolution designate from among the Managers create one or more other committees (including an audit committee and a compensation committee), each of which shall be composed of two or more Managers, and may designate one or more of the Managers as alternate members of to consider any committee, who may, subject to any limitations imposed by matters that the Board of Managersshall, replace absent or disqualified Managers at any meeting of that from time to time, assign to each such committee; provided that each of the Darling Member and the Valero Member shall have the right to appoint one of the Darling Managers and one of the Valero Managers, respectively, to any committee established by the Board of Managers; provided, however, that if the Darling Class A Member or the Valero Member owns Units constituting less than 50% of the Units held by all of the Members, then the other Member owning greater than 50% of the Units held by all of the Members shall be entitled to appoint an at least one individual to serve on each such committee and each Class B Member that holds a full 7.0% Class B Percentage shall be entitled to appoint (x) one individual (or, in the case of the FI Member, each FI Member Owner that indirectly holds a full 7.0% Class B Percentage shall, subject to Schedule 2, be entitled to cause the FI Member (including through the Velocity Blocker or Feeder Blocker, as applicable) to appoint one individual) to serve on each such committee and (y) one additional member individual to serve on each committee for every 10.0% Class B Percentage that such Class B Member holds beyond such 7.0% (or, in the case of the FI Member, for every 10.0% that each FI Member Owner indirectly holds beyond a full 7.0% Class B Percentage (including through the Velocity Blocker or Feeder Blocker, as applicable)); provided, that for so long as the FI Member is directly or indirectly owned by two or more FI Member Owners, the FI Member shall, at the direction of the FI Member Owners (including through the Velocity Blocker or Feeder Blocker), as applicable, be entitled to appoint one individual to serve on each such committee for each FI Member Owner that would have been entitled to appoint such individual if such FI Member Owner were a Member hereunder on the date of determination based on such FI Member Owner’s indirect Class B Percentage, and shall not be determined based on the Class B Percentage held by the FI Member. The Board additionally may appoint individuals who are not representatives to serve on each such committee; provided further that if . The individuals appointed to each such committee shall serve at the Darling Member or the Valero Member owns Units constituting less than 5% direction of the Units held by all of Board and perform only such tasks and duties as the Members, then such Member Board shall no longer have the right delegate to appoint a member of each such committee (and any committee member previously appointed by such Member may be removed by the other Member). Any such committeefrom time to time; provided, solely that to the extent provided in any duties are delegated to a committee that include any actions which otherwise require the resolution establishing such committee, shall have and may exercise all of the authority approval of the Board of Managers, subject pursuant to the limitations set forth in terms of this Agreement or the Delaware Act, the committee shall be advisory only and shall have no authority or power to act on behalf of the Company or the Board. Each member of each committee shall have one vote and each committee shall act by unanimous vote; provided, that for the avoidance of doubt, such committees are advisory in nature and any such vote shall not constitute an act of the Company. Subject to the final sentence of this Agreement and in Section 7.7(a), the resolutions establishing such committee. Any members thereof membership of a committee member shall terminate on the date of his or her death or voluntary resignation, but the Board may be removed, or any authority granted thereto may be revoked, at any time for any or no reason by a majority an affirmative vote of the Board remove any individual committee member and fill any committee vacancy created by death, resignation, removal or increase in the number of Managers members of the committee; provided, that with respect to any committee member appointed by a Member pursuant to the first sentence of this Section 7.7(a), only the relevant Member having the right to appoint such committee member or the relevant FI Member Owner having the right to cause FI Member to appoint such committee member will have the right to remove such committee member and to fill any vacancy created by the death, resignation or removal of such committee member in its sole discretion; provided that no Darling Manager or appointee or Valero Manager or appointee may be removed from any such committee without discretion by providing written notice thereof to the prior written consent Company. Notwithstanding the foregoing, as of the Darling Member or date hereof, the Valero MemberCompany has established the Construction Committee, as applicable (other than the Company Economics Committee and the Marketing Committee, which shall be subject to the terms of Annexes J, K and L, respectively, and in connection with the dissolution event of any conflict between such committee by Annexes and this Section 7.7, the Board of Managers or as otherwise expressly provided above). Each such committee 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 terms of the Board of Managers designating such committee or thereafter adopted by the Board of Managersapplicable Annex shall control.

Creation of Committees. The Board of Managers may by resolution designate from among the Managers one or more other committees (including an audit committee and a compensation committee), each of which shall be composed 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; provided that each of the Darling Member and the Valero Member shall have the right to appoint one of the Darling Managers and one of the Valero Managers, respectively, to any committee established by the Board of Managers; provided, however, that if the Darling Member or the Valero Member owns Units constituting less than 50% of the Units held by all of the Members, then the other Member owning greater than 50% of the Units held by all of the Members shall be entitled to appoint an additional member to the such committee; provided further that if the Darling Member or the Valero Member owns Units constituting less than 5% of the Units held by all of the Members, then such Member shall no longer have the right to appoint a member of such committee (and any committee member previously appointed by such Member may be removed by the other Member). Any such committee, solely to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board of Managers, subject to the limitations set forth in the Delaware Act, in this Agreement and in the resolutions establishing such committee. Any members thereof may be removed, or any authority granted thereto may be revoked, at any time for any or no reason by a majority of the Board of Managers in its sole discretion; provided that no Darling Manager or appointee or Valero Manager or appointee may be removed from any such committee without the prior written consent of the Darling Member or the Valero Member, as applicable (other than in connection with the dissolution of such committee by the Board of Managers or as otherwise expressly provided above). Each such committee 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 designating such committee or thereafter adopted by the Board of Managers.provided