Common use of Management and Board of Managers Clause in Contracts

Management and Board of Managers. The business and affairs of the Company shall be managed by a Board of Managers (the “Board of Managers”), which shall consist of one or more individuals (each, a “Manager” and, collectively, the “Managers”). The number of Managers and the members of the Board of Managers shall be determined and appointed by the Member. Decisions of the Board of Managers shall be presumed to be within its scope of authority and shall be binding upon the Company. 6.1.1. Meetings of the Board of Managers shall be held at the principal place of business of the Company or at any other place that any Manager may determine. In the alternative, meetings may be held by conference telephone or similar communications equipment, provided that each Manager can hear the others. The presence of Managers entitled to exercise a majority of the voting power on the Board of Managers (determined in accordance with Section 6.1.2) shall constitute a quorum for the transaction of business. Any Manager may convene a meeting thereof at the Company’s principal offices designated from time to time pursuant to Section 2.6, upon at least two (2) business days’ prior written notice to the other Managers, or such lesser period of time as to which the Managers may consent (the presence of a Manager at a meeting, without objection, shall be deemed evidence of such consent). The Board of Managers also may make decisions, without holding a meeting, by written consent of all of the Managers sufficient to make the decision at a meeting duly held. Minutes of each meeting and a record of each decision (including written consents) shall be kept by the Secretary of the Company and shall be given to the Board of Managers promptly after the meeting. 6.1.2. Votes of the Managers shall be weighted equally. 6.1.3. Except as otherwise determined by the Member, the Managers shall serve in that capacity without compensation from the Company, but may be reimbursed for expenses.