Common use of General Management Clause in Contracts

General Management. a. The business and affairs of the Company shall be managed by or under the direction of one or more Managers, who need not be Members of the Company. The initial Managers shall be Xxxxx X. XxXxxxxxx, Xxxxx X. Xxxxxxx, and Xxxxx X. Xxxx, who shall each shall remain as a Manager until such Manager’s death, bankruptcy, incompetence, resignation or removal by a unanimous vote of the Members. In the event of such death, bankruptcy, incompetence, resignation or removal, a successor Manager or Managers shall be elected upon such event, and annually thereafter, by Members holding a majority of the Units. Notwithstanding the foregoing, if a Manager is in material breach of his obligations and does not cure, or commence and diligently prosecute the cure of, such breach within ninety (90) days after notice thereof by any of the Members, or if such Manager has committed any act or omission of fraud or malfeasance to the injury of the Company, then such Manager shall be removed upon agreement of Members holding a majority of the Units. b. The Managers shall direct, manage and control the business of the Company and, subject to the limitations and qualifications set forth in this Article 8, shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Managers shall deem to be reasonably required in light of the Company’s business and objectives. Without limiting the generality of the foregoing, any Managers shall have the power and authority to: i. acquire property from any Person as the Managers may determine. The fact that a Member is directly or indirectly an Affiliate of such Person shall not prohibit the Managers from dealing with that Person; ii. establish policies for investment and invest Company funds (by way of example but not limitation, in time deposits, short term governmental obligations, commercial paper or other investments); iii. make distributions to Members pursuant to Article 6 hereof; iv. employ accountants, legal counsel, managers, managing agents or other experts or consultants to perform services for the Company with compensation from Company funds; v. enter into any transaction on behalf of the Company involving the incurrence of any indebtedness or the hypothecation, encumbrance, or granting of a security interest or lien upon any Company Property; vi. purchase liability and other insurance to protect the Company’s Property and business; vii. organize Entities to serve as the Company’s subsidiaries and to determine the form and structure thereof; viii. establish a board of directors; delegate management decisions thereto; appoint directors thereto and remove directors therefrom; ix. establish offices of President, Vice President, Secretary and Treasurer; delegate to such offices daily management and operational responsibilities; appoint Persons to act as such officers and remove Persons therefrom; and x. establish reasonable payments or salaries to Persons appointed as officers and directors. c. Where this Agreement specifies an act of the Managers, it means an act taken by any of the Managers. Any meetings of the Managers shall be conducted, if reasonably practical, in person or via telephone, at times when all Managers are physically located within the United States. d. Unless authorized to do so by this Agreement or by a Manager, no other Managing Person, Member, agent, or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. However, a Manager may act (or may cause the company to act) by a duly authorized power of attorney.

General Management. a. The business and affairs of the Company shall be managed by or under the direction of one or more Managers, who need not be Members of the Company. The initial Managers Manager shall be Xxxxx X. XxXxxxxxx, Xxxxx X. Xxxxxxx, and Xxxxx X. XxxxHG CM, who shall each not be a member of the Company and who shall remain as a Manager until such Manager’s death, bankruptcy, incompetence, resignation or removal by a unanimous vote of the Members. In the event of such death, bankruptcy, incompetence, resignation or removal, a successor Manager or Managers shall be elected upon such event, and annually thereafter, by Members holding a majority of the Voting Units. Notwithstanding the foregoing, if a Manager is in material breach of his obligations and does not cure, or commence and diligently prosecute the cure of, such breach within ninety (90) days after notice thereof by any of the Members, or if such Manager has committed any act or omission of fraud or malfeasance to the injury of the Company, then such Manager shall be removed upon agreement of Members holding a majority of the Voting Units. b. The Managers Manager shall direct, manage and control the business of the Company and, subject to the limitations and qualifications set forth in this Article 89, shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Managers Manager shall deem to be reasonably required in light of the Company’s business and objectives. Any decision of the Manager shall be authorized upon the affirmative vote (or written consent) of at least 3 of the 5 Voting Units. Without limiting the generality of the foregoing, any Managers the Manager shall have the power and authority to: i. acquire property from any Person as the Managers Manager may determine. The fact that a Member is directly or indirectly an Affiliate of such Person shall not prohibit the Managers Manager from dealing with that Person; ii. establish policies for investment and invest Company funds (by way of example but not limitation, in time deposits, short term governmental obligations, commercial paper or other investments); iii. make distributions of available cash to Members pursuant to Article 6 hereofMembers; iv. employ accountants, legal counsel, managers, managing agents or other experts or consultants to perform services for the Company with compensation from Company funds; v. enter into any transaction on behalf of the Company involving the incurrence of any indebtedness or the hypothecation, encumbrance, or granting of a security interest or lien upon any Company Property; vi. purchase liability and other insurance to protect the Company’s Property and business; vii. organize Entities to serve as the Company’s subsidiaries and to determine the form and structure thereof; viii. establish a board of directors; delegate management decisions thereto; appoint directors thereto and remove directors therefrom; ix. establish offices of President, Vice President, Secretary and Treasurer; delegate to such offices daily management and operational responsibilities; appoint Persons to act as such officers and remove Persons therefrom; and x. establish reasonable payments or salaries to Persons appointed as officers and directors. c. Where this Agreement specifies an act of the ManagersManager, it means an act taken by any of the Managers. Any meetings majority vote of the Managers shall be conducted, if reasonably practical, in person or via telephone, at times when all Managers are physically located within the United Statesmore than one Manager exists. d. Unless authorized to do so by this Agreement or by a the Manager, no other Managing Person, Member, agent, or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. However, a the Manager may act (or may cause the company to act) by a duly authorized power of attorney.

General Management. a. The business and affairs of the Company shall be managed by or under the direction of one or more Managers, who need not be Members of the Company. The initial Managers Manager shall be Xxxxx Xxxxxxx X. XxXxxxxxx, Xxxxx X. Xxxxxxx, and Xxxxx X. XxxxCloobeck (an individual designated by the Diamond Member), who shall each shall remain as a Manager until such Manager’s 's death, physical or mental incapacity to serve, bankruptcy, incompetence, resignation or removal by a unanimous vote of the MembersMembers holding Voting Units. In the event of such death, bankruptcy, incompetence, resignation or removalindividual ceases to be the Manager, a successor Manager or Managers shall be elected upon such event, and annually thereafter, by Members holding a majority of the Voting Units. Notwithstanding , provided, however, that the foregoing, if Manager or Managers shall always be a Manager is in material breach of his obligations and does not cure, or commence and diligently prosecute the cure of, such breach within ninety (90) days after notice thereof by any of the Members, or if such Manager has committed any act or omission of fraud or malfeasance to the injury of the Company, then such Manager shall be removed upon agreement of Members holding a majority of the UnitsDiamond Manager. b. The Managers Manager shall direct, manage and control the business of the Company and, subject to the limitations and qualifications set forth in this Article 89, shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Managers Manager shall deem to be reasonably required in light of the Company’s 's business and objectives. Without limiting the generality of the foregoing, any Managers the Manager shall have the power and authority to: i. acquire property from any Person as the Managers Manager may determine. The ; and, subject to Section 9.4 below, the fact that a Member is directly or indirectly an Affiliate of such Person shall not prohibit the Managers Manager from dealing with that Person; ii. establish policies for investment and invest Company funds (by way of example but not limitation, in time deposits, short short-term governmental obligations, commercial paper or other investments); iii. make distributions of available Net Cash to Members pursuant to Article 6 hereofMembers; iv. develop and implement construction and operating budgets for the Company; provided, however, that the Grand Member shall have the right to reasonably and timely approve each construction budget, and the annual operating budget. v. develop and implement all aspects of construction planning and design; provided, however, that the Grand Member shall have the right to reasonably and timely approve the final site plan and building design for each phase of the Time Share Project. vi. employ accountants, legal counsel, managers, managing agents or other experts or consultants to perform services for the Company with compensation from Company funds; v. vii. enter into any transaction on behalf of the Company involving the incurrence of any indebtedness or the hypothecation, encumbrance, encumbrance or granting of a security interest or lien upon any Company Property;; provided, however, that the Grand Member shall have the right to reasonably and timely approve any such transaction, except the following. Notwithstanding any thing herein to the contrary, the Manager shall have the power and authority, without any requirement to obtain the consent or approval of any Member, to obtain (A) one or more a revolving, general purpose, lines of credit in amounts up to $3,000,000 in the aggregate; and (B) timeshare accounts receivable hypothecation loans in amounts up to $3,000,000 in the aggregate; and to grant collateral security interests in Company property to the extent necessary to obtain and secure such loans. viviii. purchase liability and other insurance to protect the Company’s 's Property and business; viiix. organize Entities to serve as the Company’s 's subsidiaries and to determine the form and structure thereof; viii. x. establish a board of directors; delegate management decisions thereto; appoint directors thereto and remove directors therefrom; ixxi. establish offices of President, Vice President, Secretary and Treasurer; delegate to such offices daily management and operational responsibilities; appoint Persons to act as such officers and remove Persons therefrom; and x. xii. establish reasonable payments or salaries to Persons (other than Xxxxxxx X. Cloobeck or Xxxxxxx X. Cloobeck) appointed as officers and directors, employees or agents. c. Where this Agreement specifies an act of the ManagersManager, it means an act taken by any of the Managers. Any meetings majority vote of the Managers shall be conducted, if reasonably practical, in person or via telephone, at times when all Managers are physically located within the United Statesmore than one Manager exists. d. Unless authorized to do so by this Agreement or by a the Manager, no other Managing Person, Member, agent, agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily pecuniary for any purpose. However, a the Manager may act (or may cause the company Company to act) by a duly authorized power of attorney.

General Management. a. The business and affairs of the Company shall be managed by or under the direction of one or more Managers, who need not be Members of the Company. i. Each Member shall appoint one (1) Manager. The two initial appointed Managers shall be Xxxxx X. XxXxxxxxx, Xxxxx X. XxxxxxxRobert E. Broz who is hereby xxxxxxxxx xx MCS, and Xxxxx X. XxxxJames Michael Kelley, who shall each is xxxxxy xxxxxxxxx xx Kelley Communicatioxx. Xxch Member-appointed Managers shall remain as a Manager until such Manager’s 's death, bankruptcy, incompetence, resignation or removal by a unanimous vote of the Membersappointing Member. In the event of such death, bankruptcy, incompetence, resignation or removal, a successor Manager or Managers shall be elected appointed by the respective appointing Member. ii. The Members shall agree upon such event, and annually thereafter, by Members holding a majority means of the Units. Notwithstanding the foregoing, if a resolving Manager is in material breach of his obligations and does not cure, or commence and diligently prosecute the cure of, such breach deadlocks within ninety sixty (9060) days after notice thereof by any of the Members, or if such Manager has committed any act or omission of fraud or malfeasance to the injury of the Company, then such Manager Effective Date which shall be removed upon set forth in either (A) a separate written agreement of Members holding that is hereby incorporated by reference herein or (B) a majority of the Unitswritten amendment to this Agreement. b. The Managers shall direct, manage and control the business of the Company and, subject to the limitations and qualifications set forth in this Article 89, shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Managers shall deem to be reasonably required in light of the Company’s 's business and objectives. Without limiting the generality of the foregoing, any the Managers shall have the sole power and authority to: i. acquire property from any Person as the Managers may determine. The fact that a Member is directly or indirectly an Affiliate of such Person shall not prohibit the Managers from dealing with that Person; ii. establish policies for investment and invest Company funds (by way of example but not limitation, in time deposits, short term governmental obligations, commercial paper or other investments); iii. make distributions of available cash to Members pursuant to Article 6 7 hereof; iv. employ accountants, legal counsel, managers, managing agents or other experts or consultants to perform services for the Company with compensation from Company funds; v. enter into any transaction on behalf of the Company involving the incurrence of any indebtedness or the hypothecation, encumbrance, or granting of a security interest or lien upon any Company Property; vi. purchase liability and other insurance to protect the Company’s 's Property and business; vii. organize Entities to serve as the Company’s 's subsidiaries and to determine the form and structure thereof; viii. establish a board of directors; delegate management decisions thereto; appoint directors thereto and remove directors therefrom; ix. establish offices of President, Vice President, Secretary and Treasurer; delegate to such offices daily management and operational responsibilities; appoint Persons to act as such officers and remove Persons therefrom; and x. establish reasonable payments or salaries to Persons appointed as officers and directors. c. Where this Agreement specifies an act of the Managers, it means an act taken by any of the Managers. Any meetings majority vote of the Managers shall be conducted, if reasonably practical, in person or via telephone, at times when all Managers are physically located within the United Statesmore than one Manager exists. d. Unless authorized to do so by this Agreement or by a Managerthe Managers, no other Managing Person, Member, agent, or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. However, a Manager the Managers may act (or may cause the company to act) by a duly authorized power of attorney.