Common use of Duties and Powers of Secretary Clause in Contracts

Duties and Powers of Secretary. The secretary shall attend all meetings of the Managers and all meetings with the Owner, and shall record all the proceedings of such meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings with the Owners and shall perform such other duties as may be prescribed by the Managers. The secretary shall keep, or cause to be kept, at the principal executive office such information and records as required by the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Managers. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. If the Managers choose to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Managers may from time to time prescribe. 1. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant chief financial officer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

Duties and Powers of Secretary. The secretary Secretary shall attend all meetings of the Board of Managers and all meetings with of the OwnerMembers, and shall record all the proceedings of such the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees of the Board of Managers when required. The secretary Secretary shall give, or cause to be given, notice of all meetings with of the Owners Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of Managers. The Secretary shall have custody of the seal, if any, and the secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company, a register, or a duplicate register, showing the names of all Members and their addresses, the number and class of their Units, their Percentage Interests, their Capital Contribution, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall also keep all documents described in Section 8.1 and such information and records other documents as may be required by under the Act. The secretary Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of Managers. The secretary Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. If the Managers choose to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Managers may from time to time prescribe. 1. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant chief financial officer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

Duties and Powers of Secretary. The secretary Secretary shall attend all meetings of the Managers Board and all meetings with of the OwnerMembers, and shall record all the proceedings of such the meetings in a book to be kept for that purpose, and shall perform like duties for the any standing committees when required. The secretary Secretary shall give, or cause to be given, notice of all meetings with of the Owners Members or the Board and shall perform such other duties as may be prescribed by the ManagersBoard. The secretary Secretary shall have custody of the seal, if any, and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board may give general authority to any other officer to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary shall keep, or cause to be kept, at the principal executive office such information or at the office of the Company's transfer agent or registrar, as determined by resolution of the Board, a register, or a duplicate register, showing the names of all Members, their addresses and records their respective Percentage Interests. The Secretary shall also keep all documents as may be required by under the Act. The secretary Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time tune by the ManagersBoard. The secretary Secretary shall have the general duties, powers and responsibilities of a secretary Secretary of a corporation. If the Managers choose Board chooses to appoint an assistant secretary Secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretarySecretary, shall perform the duties and exercise the powers of the secretarySecretary, and shall perform such other duties as the Managers Board may from time to time prescribe. 1. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant chief financial officer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

Duties and Powers of Secretary. (i) The secretary shall attend all meetings of the Managers and all meetings with the Owner, Management Committee and shall record all the proceedings of such the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings with of the Owners Management Committee and shall perform such other duties as may be prescribed by the ManagersPresident and/or the Management Committee. The secretary shall have custody of the seal, if any, and the secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Management Committee may give general authority to any other officer to affix the seal of the Company, if any, and to attest the affixing by his or her signature. (ii) The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company's transfer agent or registrar, as determined by the Management Committee, a register, or a duplicate register, showing the names of all Members, their addresses and a record of their Percentage Interests. The secretary shall also keep all documents described in Article VIII of this Agreement and such information and records other documents as may be required by under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or Agreement, or, from time to time time, by the ManagersManagement Committee. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. . (iii) If the Managers choose Management Committee chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Managers Management Committee may from time to time prescribe. 1. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant chief financial officer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

Duties and Powers of Secretary. The secretary shall attend all meetings of the Managers and all meetings with of the OwnerMembers, and shall record all the proceedings of such the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings with of the Owners and Members arid shall perform such other duties as may be prescribed by the Managers. The secretary shall have custody of the seal, if any, and the secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Managers may give general authority to any other officer to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Managers, a register, or a duplicate register, showing the names of all Members and their addresses, their Percentage Interests, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall also keep all documents described in Section 9.1 and such information and records other documents as may be required by under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Managers. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. If the Managers choose to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Managers may from time to time prescribe. 1. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant chief financial officer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

Duties and Powers of Secretary. The secretary shall attend all meetings of the Managers and all meetings with the Owner, Members and shall record all the proceedings of such the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings with of the Owners Members and shall perform such other duties as may be prescribed by the ManagersMembers. The secretary shall have custody of the seal, if any, and the secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature. The Members may give general authority to any other officer to affix the seal of the Company, if any, and to attest the affixing by his signature. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company's transfer agent or registrar, as determined by resolution of the Members, a register, or a duplicate register, showing the names of all Members and their addresses, their Percentage Interests, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall also keep all documents relating to the ownership and operation of the Company and such information and records documents as may be required by under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the ManagersMembers. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. If the Managers Members choose to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Managers Members may from time to time prescribe. 1. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant chief financial officer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

Duties and Powers of Secretary. The secretary shall attend all ------------------------------ meetings of the Managers and all meetings with the OwnerMembers, and shall record all the proceedings of such the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings with of the Owners Members and shall perform such other duties as may be prescribed by the ManagersMembers. The secretary shall have custody of the seal, if any, and the secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Members may give general authority to any other officer to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company's transfer agent or registrar, as determined by resolution of the Members, a register, or a duplicate register, showing the names of all Members and their addresses, their Percentage Interests, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall also keep all documents described in Section 9.1 and such information and records other documents as may be required by under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the ManagersMembers. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. If the Managers Members choose to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Managers Members may from time to time prescribe. 1. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant chief financial officer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

Duties and Powers of Secretary. The secretary Secretary, should such an office be established, shall attend all meetings of the Managers and all meetings with the OwnerMembers, and shall record all the proceedings of such the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary Secretary shall give, or cause to be given, notice of all meetings with of the Owners Members and shall perform such other duties as may be prescribed by the ManagersMembers. The secretary Secretary shall have custody of the seal of the Company (if applicable) and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Members may give general authority to any other officer to affix the seal of Company and to attest the affixing by his or her signature. The Secretary shall keep, or cause to be kept, at the principal executive office such information or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Members, a register, or a duplicate register, showing the names of all Members and their addresses, their Percentage Interests, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall also be responsible for the books and records (other than the accounting-type books and records since they are within the purview of the chief financial officer) and such other documents as may be required by under the Act. The secretary Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Managersvote of a Majority in Interest of the Members, the Chief Executive Officer, the President and the COO in that order of priority should there be a conflict. The secretary Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. If the Managers Members choose to appoint an assistant secretary Assistant Secretary or assistant secretariesAssistant Secretaries, the assistant secretariesAssistant Secretaries, in the order of their seniority, in the absence, disability or inability to act or inability to act of the secretarySecretary, shall perform the duties and exercise the powers of the secretarySecretary, and shall perform such other duties as the Managers Members may from time to time prescribe. 1. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairman of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant chief financial officer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.