Designated Members Clause Samples
The 'Designated Members' clause identifies specific individuals or entities who are formally recognized as members with particular rights or responsibilities within an organization, such as a partnership or limited liability company. This clause typically outlines the process for appointing, removing, or replacing designated members, and may specify their roles in management, decision-making, or compliance matters. Its core function is to clearly establish who holds authority or accountability in key areas, thereby ensuring organizational clarity and compliance with legal or regulatory requirements.
Designated Members. [Insert Member’s names and home address] [Insert Member’s names and home address]
Designated Members. (1) If the Limited Liability Partnership Agreement specifies who are to be Designated Members:
(a) they are Designated Members on incorporation; and
(b) any Member may become a Designated Member by and in accordance with an agreement with the other Members; and a Member may cease to be a designated Member in accordance with an agreement with the other Members.
(2) There must be at least one Designated Member, and where no Member is appointed, then every Member is a Designated Member.
(3) If the Limited Liability Partnership Agreement states that every person who from time to time is a Member of the Limited Liability Partnership is a designated Member, every Member is a Designated Member.
(4) A Limited Liability Partnership may at any time deliver to the Registrar:
(a) notice that specified Members are to be Designated Members; or
(b) notice that every person who from time to time is a Member of the Limited Liability Partnership is a Designated Member; and once it is delivered, Article 24 (1) and Article 24 (2) or Article 24 (3), shall have effect as if that were stated in the Limited Liability Partnership Agreement.
(5) A notice delivered under Article 24 (4):
(a) shall be in a form approved by the Registrar; and
(b) shall be signed by a Designated Member of the Limited Liability Partnership or authenticated in a manner approved by the Registrar.
(6) A person ceases to be a Designated Member if he ceases to be a Member.
(7) The Designated Members shall have the responsibilities imposed by Articles 26, 28 and 30.
Designated Members. (a) The LLP shall ensure that at all times not less than two Members are designated as Designated Members for the purposes of Section 8 of the Act.
(b) The LLP shall ensure that each Manager shall be designated and registered as a Designated Member.
(c) The Designated Members shall be responsible (among other things) for:
(i) notifying the Registrar of Companies at Companies House of changes in the name of the LLP, Members, the Designated Members and Registered Office in accordance with the Act;
(ii) preparing and filing the LLP’s annual return to the Registrar of Companies at Companies House; and
(iii) otherwise complying with all the duties and obligations imposed upon designated members by the Act.
Designated Members. 5.1 At all times there shall be at least two Designated Members. As at the date hereof, Santander and the Liquidation Member are the Designated Members.
5.2 If an administrator, bank administrator, liquidator or bank liquidator is appointed to Santander or Santander disposes of any of the Relevant Shares (such that it ceases to hold at least 20% of the share capital of the Liquidation Member) without the prior written consent of the LLP and, whilst any Covered Bonds are outstanding, the Security Trustee (a Relevant Event), then subject to Clause 5.1, the Liquidation Member (with the prior written consent of the Security Trustee whilst the Covered Bonds are outstanding) may by written notice to the LLP appoint a New Member (which must be a Subsidiary of the Liquidation Member) as a Designated Member.
5.3 For the avoidance of doubt, a New Member appointed pursuant to Clause 5.2 shall not be a New Seller and shall not be required to enter into a New Mortgage Sale Agreement.
5.4 Subject to Clause 5.2, no Designated Member can resign as a Designated Member whilst it is a Member. No appointment of a Member as a Designated Member shall be effective without the prior written consent of such Member. If any termination would reduce the number of Designated Members to less than two, that termination shall not take effect unless and until a new Designated Member is appointed in accordance with this Deed.
5.5 The Designated Members shall have such duties as are specified in the LLP Act or otherwise at law and in this Deed.
5.6 Subject to Clauses 14.3 and 17.5 of this Deed, the LLP shall indemnify each Designated Member in respect of any personal liability arising as a result of its position as Designated Member, other than
(a) any liability to Tax or stamp duties, (b) any liability arising as a result of its fraud, wilful default, negligence or breach of the terms of this Deed, or (c) any liability arising from the imposition of a criminal penalty.
Designated Members. Those who select and enroll in a UMP Plus Network. They live or work in a Washington state county served by a UMP Plus Network.
Designated Members. 12.1 The Members must design who and how many Members must be considered as Designated Members of the Partnership.
12.2 A Designated Member may cease to be a Designated Member with the agreement of the other Members.
12.3 There must, at all times, be at least 1 Designated Member and, if at any time no member is appointed as a Designated Member, every member is taken to be a Designated Member.
12.4 The Designated Members must be responsible for ensuring compliance with all registration and other requirements of the AIFC Acts, including, but not limited to:
(a) notifying any change in the Members, including Designated Members, or their names and address to the Registrar of Companies;
(b) notifying any change in the Partnership’s name or registered office to the Registrar of Companies;
(c) signing the annual accounts of the Partnership and filing them with the Registrar of Companies.
Designated Members. 1The Members must design who and how many Members must be considered as Designated Members of the Partnership.
Designated Members. 7.1 The first Designated Members of the LLP shall be Fundco and GMCA.
7.2 The Designated Members will notify the registrar of limited liability partnerships of any changes to the persons chosen to act as the Designated Members.
7.3 Subject to the other provisions of this Agreement, the Designated Members shall have all the powers and duties given to designated members under the Act.
7.4 The Members agree that the Designated Members shall not be entitled to any remuneration in connection with their positions.
Designated Members. The standards of performance for all Designated Members are located in Schedule 16 of this Agreement. The ADA, along with VHA will be responsible for managing the Designated Member compliance to their standards of performance. Initial Implementation. Beginning with the setting of each Designated Member's Distribution Service Fees, and based on each Designated Member's compliance to their standards of performance, compliance will be rewarded in the form of incentives that each Designated Member can earn. Ongoing Management of Designated Member Standards of Performance. Each quarter VHA and ADA will review Designated Member compliance to their standards of performance. VHA will adjust each Designated Member's Schedule 6C to reflect Designated Member's compliance to their standards of performance.
Designated Members. 7.1 All Members of the LLP shall be Designated Members of the LLP.
7.2 The Designated Members shall notify the registrar of limited liability partnerships of any changes to the persons chosen to act as the Designated Members.
7.3 Subject to the other provisions of this Agreement, the Designated Members shall have all the powers and duties given to designated members under the Act.
7.4 The Members agree that the Designated Members shall not be entitled to any remuneration in connection with their positions.