Common use of Directors’ Duties Clause in Contracts

Directors’ Duties. A Director owes the duty of loyalty to Regional Group. Directors must conduct Regional Group business free of influence by personal interest and follow AAR's conflict of interest policy (as amended from time to time). A Director shall disclose to the Board as a matter of record any conflict of interest in the outcome of a matter to be considered by the Board. At the meeting at which such matter is discussed, the Director shall be counted for quorum purposes but may not use personal influence or vote when the Board considers the matter. However, no Director is required to manage Regional Group as his or her sole and exclusive function. Each Director may have other interests and may engage in other activities in addition to those relating to Regional Group. Neither AAR, the Regional Group, nor any Member has any right, by virtue of this Operating Agreement, to share or participate in such other interests or activities of a Director or to the income or proceeds derived therefrom. No Director will incur any liability to AAR, Regional Group, or to any of the Members as a result of engaging in any venture.

Directors’ Duties. A Director owes the duty of loyalty to Regional Group. Directors must conduct Regional Group business free of influence by personal interest and follow AARXXX's conflict of interest policy (as amended from time to time). A Director shall disclose to the Board as a matter of record any conflict of interest in the outcome of a matter to be considered by the Board. At the meeting at which such matter is discussed, the Director shall be counted for quorum purposes but may not use personal influence or vote when the Board considers the matter. However, no Director is required to manage Regional Group as his or her sole and exclusive function. Each Director may have other interests and may engage in other activities in addition to those relating to Regional Group. Neither AAR, the Regional Group, nor any Member has any right, by virtue of this Operating Agreement, to share or participate in such other interests or activities of a Director or to the income or proceeds derived therefrom. No Director will incur any liability to AAR, Regional Group, or to any of the Members as a result of engaging in any venture.