General Powers of Managers. Except to the extent otherwise provided by law or the Agreement and without prejudice to the general powers conferred by or implied by statutory law in the State of Louisiana all of the authority of the Company shall be exercised under the authority of each Manager and all decisions shall be made upon the consent of any one of the Managers, including without limitation the following powers:
i. To appoint, and at their discretion, with or without cause, to remove or suspend supporting staff, officers, assistants, supervisors, agents and employees of the Company as any one of the Managers may from time to time consider advisable, and to determine the duties and fix the compensation of all supporting staff, officers, assistants, agents, supervisors and employees.
ii. To designate a depository or depositories of the funds of the Company and the persons who shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company. In this regard, any one of the Managers shall be authorized to sign notes, checks, drafts, contracts, deeds, mortgages and other instruments on behalf of the Company.
iii. The business and affairs of the Company shall be managed and conducted by the Managers. Instruments and documents providing for the acquisition, mortgage, or disposition of property of the Company shall be valid and binding upon the Company, if they are executed by any one or more Managers of the Company.
General Powers of Managers. Management of the Company is vested in the Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers, subject to limitations imposed by law, the Certificate of Formation, or this Agreement.
General Powers of Managers. 5.2. Limitations on Power and Authority of Managers 5.3. Number; Qualifications
General Powers of Managers. The Board of Managers may exercise all the powers of the Company. The Members shall have no right to act on behalf of or to bind the Company. The Board of Managers shall have the power and authority to hire employees and such other agents, who may be designated as officers, consultants and Persons necessary or appropriate to effectuate the purpose of the Company, and delegate to one or more Persons, or to committees of the Board of Managers, its rights and powers to manage and control the affairs of the Company. Such delegation may be in the Bylaws or by a management agreement or other agreement with such Persons. Such delegation shall not cause the Managers to cease to be “managers,” within the meaning of the Act, of the Company. Management agreements or other agreements may designate other Persons to be “managers,” within the meaning of the Act, of the Company. The officers other than the CEO shall not be “managers,” within the meaning of the Act, of the Company.
General Powers of Managers. Except as may otherwise be provided in this Agreement, the ordinary and usual decisions concerning the business and affairs of the Company shall be made by the Managers. Each Manager has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including, the power to: (a) purchase, lease or otherwise acquire any real or personal property; (b) sell, convey, mortgage, grant a security interest in, pledge, lease, exchange or otherwise dispose of, or encumber any real or personal property; (c) open one or more depository accounts and make deposits into and checks and withdrawals against such accounts; (d) borrow money, incur liabilities, and other obligations; (e) enter into any and all agreements and execute any and all contracts, documents and instruments; (f) engage employees and agents, define their respective duties, and establish their compensation or remuneration; (g) establish pension plans, trusts, profit sharing plans and other benefit and incentive plans for Members, employees and agents of the Company; (h) obtain insurance covering the business and affairs of the Company and its property and on the lives and well being of its Member employees and agents; (i) commence, prosecute or defend any proceeding in the Company’s name; and (j) participate with others in partnerships, joint ventures and other associations and strategic alliances.
General Powers of Managers. (a) Except as may otherwise be provided by the Act or by this Agreement, the property, affairs and business of the Company shall be managed by or under the direction of the Board of Managers. The Board of Managers may exercise all the powers of the Company (including but not limited to deciding whether to make any tax elections), and the Members shall have no right to act on behalf of or bind the Company. The Board of Managers shall have the power and authority, on behalf of the Company, to (i) hire employees and such other agents, who may be designated as officers, consultants and Persons necessary or appropriate to effectuate the purpose of the Company, and (ii) delegate to one or more Persons (or to committees of the Board of Managers) its rights and powers to manage and control the affairs of the Company. Such delegation may be in the Bylaws or by a management agreement or other agreement with such Persons and such delegation shall not cause the Managers to cease to be "managers" (within the meaning of the Act) of the Company. The management agreement or other agreement may designate a Person or Persons to be "managers" (within the meaning of the Act) of the Company. The officers other than the CEO-Manager shall not be "managers" (within the meaning of the Act) of the Company. The Managers shall act only as a Board, and the individual Managers shall have no power as such in its capacity as a Manager. Subject to the provisions of this Agreement and the Bylaws with regard to Board of Managers, the approval of a matter by a majority of the Managers present at a meeting at which a quorum is present shall constitute approval by the Board of Managers (or, in the case of a written Consent without a meeting, the approval of a matter by all of the Managers shall constitute approval by the Board of Managers.)
(b) No contract or transaction among the Company and one or more of its Affiliates, Managers or officers, or among the Company and any other Entity in which one or more of the Company's Affiliates, Managers or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Manager or officer is present at or participates in the meeting of the Board of Managers or of a committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:
(1) The material facts as to such Affiliate's, Manager's or officer's relationship or...
General Powers of Managers. Except for powers expressly reserved to the Members pursuant to this Agreement, the Managers shall oversee the activities of the CEO in the management and control of the business and affairs of the Company. The Managers shall possess all power, on behalf of the Company, to do or authorize the Company or to direct the CEO of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.
General Powers of Managers. The Manager(s) shall be solely responsible for the management of the Company’s business and activities with all rights and powers generally conferred by law or necessary, advisable or consistent in connection therewith. In the event that the Manager(s) are unable to agree upon any matter calling for the vote, consent, approval, action, or determination of the Manager(s), the matter shall be determined by the Members. Except as expressly provided otherwise in this Agreement, no Member, in the capacity of a Member, shall have any right to participate in the management of the Company or to vote with respect to any matter to be determined by the Members of the Company.
General Powers of Managers. 26 8.4. Chairman of the Board of Managers..................................26 8.5.
General Powers of Managers. Except as may otherwise be provided in this Agreement, the ordinary and usual decisions concerning the business and affairs of the Company shall be made by the Managers. The Managers have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including without limitation, the power to:
(a) Approve the Development Plan, Manufacturing Plan and Marketing Plan for the Marnmastatin Serum Assay or any other product, and approve revisions to such plans;
(b) Approve all annual operating budgets, capital plans, long-range plans and other plans, forecasts and projections for each Development Program, Manufacturing Program and Marketing Program presented to the Manager by the Project Team;
(c) Review the progress of each Development Program, Manufacturing Program and Marketing Program on a calendar quarterly basis;
(d) Make, amend and repeal from time to time rules and procedures, not inconsistent with the provisions of this Agreement, to regulate the business and affairs of the Company;
(e) Approve the fiscal and financial policies of the Company established by the President;
(f) Establish accounting procedures and accounting policies applicable to the Company;
(g) Purchase, lease or otherwise acquire any real or personal property;
(h) Sell, convey, mortgage, grant a security interest in, pledge, lease, exchange or otherwise dispose of, or encumber any real or personal property;
(i) Open one or more depository accounts and make deposits into and checks and withdrawals against such accounts in any amount;
(j) Borrow money, incur liabilities, and other obligations;
(k) Enter into any and all agreements and execute any and all contracts, documents and instruments;
(1) Create Officer positions, engage the Officers of the Company, define their respective duties other than as specifically provided in this Agreement, and establish their compensation or remuneration;
