Duties of Members Sample Clauses
Duties of Members. Each Member must have a duty as set forth in Exhibit 1 to this agreement. The Members agree that the failure to satisfy a Member’s duties may result in the expulsion or removal of that Member.
(a) If a Member fails at their duties for a period of one hundred twenty (120) consecutive days, the Member will lose their membership interest. The start date of the failure must be documented.
(b) If a Member fails to do their duties for one hundred twenty (120) days out of any two hundred thirty nine (239) day period, the Company will consider such a failure and whether the Member will be expelled and lose their membership interest in accordance with this Article and Section 00-00-000 of the Act. The dates of failure in question must be documented.
(c) If a Member disputes the completion of another Member’s duties and attempts to take over that Member’s interest, they must do so in writing by certified delivery to the Member’s residential address as listed in Exhibit 1. If certified delivery is not available, hand delivery by a third party is acceptable.
(d) If a Member receives a complaint as described above, the Member must fulfill their established duties within fourteen (14) days.
(e) If there is a dispute as to what any Member’s duties are or if those duties are being fulfilled, and the Members have gone through the dispute process outlined in the above subsections (a) through (d) of this Section 4.06, the Members agree to enter into binding mediation or arbitration to decide if the Member’s duties are being performed in compliance with the agreed duties as outlined in Exhibit 1 of this Agreement. If the Members fail to reach an agreement through arbitration or mediation, the Members in dispute agree to file a complaint in the appropriate Court to procure a decision as to the fulfillment of Members’ duties. Upon a decision by the Court that a Member has failed to meet its duties, the Member will assign and forfeit their membership interest to the other remaining Member(s). The assignment of the non-compliant Member’s membership interest will result in a debt owed to the non-compliant Member by the Company. The debt owed to the expelled Member shall be the aggregate sum of any capital contributions submitted to the Company by the expelled Member.
(f) The value of the non-compliant Member’s interest being transferred to the remaining Member(s) must be determined before the transfer can be completed. During the course of the transfer, the non-compliant Member wi...
Duties of Members. Each Member shall use his or her best efforts to promote the business of the LLC.
Duties of Members. Other than obligations of Members explicitly set forth in this Agreement, no Member (other than the Manager in its capacity as a manager), including any Member who may be deemed to be a controlling Member under applicable Law (other than the Manager in its capacity as a manager), shall owe any duty (of loyalty, care or otherwise) to the Company or to any other Member solely by reason of being a Member. With respect to each matter requiring approval of a Majority-in-Interest of the Members, each Member having voting rights may grant or withhold such Member’s vote under this Agreement, in such Member’s sole judgment, as directed or otherwise determined by such Member, without regard to the interests of any other Member or of the Company, and no Member shall have any duty to represent or act in the best interests of the Company or any other Member.
Duties of Members. The only duties of the Members to the Company or to each other in respect of the Company shall be those established in this Agreement, and there shall be no other express or implied duties of the Members to the Company or to each other in respect of the Company.
Duties of Members. Members shall not owe duties, fiduciary or otherwise, or obligations to the Company or other Members, except as expressly set forth herein.
Duties of Members. Members must attend regularly and if they are unable to attend must ensure that a deputy, with the power to act and report on behalf of their agency/organisation/group, attends on their behalf. • Ensure information is fed back to the representative agency or sector. • Act as a contact point for members of their agency/organisation/group. • Be committed to equality of opportunity and diversity. • Display consistency and honesty in achieving consensus through debate. • Respect the views of other members. • Respect confidential information. • Remain focused and strategic. • Be participative, inclusive and accessible. • Be prepared to learn from others and good practice elsewhere.
Duties of Members. Each Member and its Affiliates, in connection with the business and affairs of the Company, and in exercising such Member's discretion under this Agreement, including Section 5.14(a), shall to the fullest extent permitted by Section 18-1101(c) of the Delaware Act, be entitled to consider such interests and factors as such Member desires, including its own interest and the interest of its Affiliates, and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Company or any other Member.
Duties of Members. 1. Members shall perform their duties thoroughly and expeditiously throughout the course of the proceedings and shall do so with fairness and diligence.
2. Members shall consider only those issues raised in the proceedings which are necessary for a ruling and shall not delegate this duty to any other person.
3. Members shall take all appropriate steps to ensure that their assistants and staff are aware of, and comply with, Articles 2, 3, 5 and 7 of this Code of Conduct.
4. Members shall not discuss any aspect of the subject matter of the proceedings with a disputing party or the disputing parties in the absence of the other members of the division of the Tribunal or the Appeal Tribunal.
Duties of Members. The Members shall devote such time to the ----------------- business and affairs of the Company as is necessary to carry out the Members' duties set forth in this Agreement. Each Member shall perform its duties in good faith, in a manner it reasonably believes to be in the best interests of the Company and with such care as an ordinarily prudent person in a similar position would use under similar circumstances. A Member who so performs such duties shall not have any liability by reason of being or having been a Member. Nothing contained in this Agreement shall be deemed to require the Members to manage the Company as its sole and exclusive function and the Members may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom.
Duties of Members. Each MEMBER agrees to do or cause to be done all of the following:
(a) to cooperate with and institute all loss prevention procedures and guidelines developed by the BOARD or the ADMINISTRATOR;
(b) to adopt and institute wellness program components or options as identified by the BOARD or the ADMINISTRATOR;
(c) to designate a representative of the MEMBER (a “DIRECTOR”) to serve on the BOARD, and to cause that DIRECTOR to attend all monthly and special meetings of the BOARD;
(d) to provide the ADMINISTRATOR access to the records of the MEMBER during normal business hours, upon 24 hours’ prior written notice and only for the purpose of conducting necessary services related to the operation of the POOL and for no other purpose;
(e) to permit the ADMINISTRATOR and any agent or attorney thereof to represent the MEMBER in investigating, litigating and settling any claim made against the POOL or the MEMBER that is within the SCOPE OF COVERAGE provided by the POOL; and
(f) to promptly pay when and as due all CONTRIBUTIONS, assessments and uncovered losses (as described in Sections 7.02 and 7.03), if any, required under this AGREEMENT.