Management and Powers. The intent of each Member is to actively engage in the Company management. Accordingly, each Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business property and affairs.
Management and Powers. The making of all Major Decisions concerning the Company shall require the approval of the Manager. As used herein, the term Major Decision shall mean:
3.3.1. To make loans for the purchase and renovations of Properties on behalf of the Company to advance the purpose of the Company as expressed in Section 1.5;
3.3.2. To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound;
3.3.3. Borrow money and issue of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company and securing the same by mortgage, pledge, or other lien on any Company property;
3.3.4. Admit an additional Member to the Company;
3.3.5. The opening, maintaining and closing, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) draw checks and other instruments for the payment of funds associated with Major Decisions.
3.3.6. To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments.
Management and Powers. In entering into this Agreement, the intent of each Member is to actively engage in the management of the Company. The Members shall have the responsibility to perform any and all acts or activities customary or incident to the management of the Company's business, property and affairs. Unless expressly stated to the contrary, management decisions of the Company shall require the consent or approval of all Members and any provision in this Agreement requiring the consent or approval of the Members shall mean the consent of all of the Members.
Management and Powers. The making of all Major Decisions concerning the Company shall require the approval of the Managing Member only. As used herein, the term Major Decision shall mean:
3.3.1. The acquisition by purchase, lease, or otherwise of any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the nature of the business of the Company;
3.3.2. the borrowing of money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company and securing the same by mortgage, pledge, or other lien on any Company property;
3.3.3. Admitting an additional Member to the Company;
3.3.4. The opening, maintaining and closing, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) draw checks and other instruments for the payment of funds associated with Major Decisions.
3.3.5. To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments.
Management and Powers. It is the intent of the Members to engage the services of a Manager for the Company. Accordingly, unless otherwise limited by the Articles or this Agreement, the Manager shall have full, complete and exclusive authority, power, and discretion to manage and control the day-to- day business, property holdings and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incidental to the management of the Company’s, business, property and affairs except as set forth in §4.3 below. The Manager shall provide a quarterly report to the Members.
Management and Powers. (a) The business and affairs of the Company shall be managed by the Members. The Members, each acting individually, shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes of the Company, including all powers, statutory or otherwise, possessed by the members of a limited liability company under the LLC Act.
(b) The Members may cause the Company to employ and retain such other persons as may be necessary or appropriate for the conduct of the Company's business, on such terms as the Members, acting individually, shall determine, including persons who may be designated as officers. The officers of the Company shall have the titles, powers and duties delegated to them by the Members. Any number of titles may be held by the same officer.
(c) The Members shall have the power and authority to delegate their rights and powers to manage and control the business and affairs of the Company to one or more other persons (including one or more committees, managers and agents, employees and/or affiliates of a manager), including delegation by management agreement or other arrangement.
(d) Except as otherwise provided by law, neither the Members nor any delegate of the Members shall be liable, responsible or accountable in any way for damages or otherwise to the Company for any act or failure to act pursuant to this Agreement or otherwise unless there is a judicial determination that (i) the conduct of such person constituted intentional misconduct or a knowing violation of law, (ii) such person gained a financial benefit to which he or she was not legally entitled or (iii) such person failed to perform his or her duties with the degree of care that an ordinarily prudent person in a like position would use under similar circumstances.
(e) The Company shall indemnify, defend and hold harmless each of the Members and any delegate of the Members (collectively, the "Indemnitees"), from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel and other professionals) arising out of or in connection with any act or failure to act by any Indemnitee pursuant to this Agreement, or the business and affairs of the Company, to the fullest extent permitted by law; provided, however, that an Indemnitee shall not be entitled to indemnification hereunder if there is a judicial determination that (i) such Indemnitee's ...
Management and Powers. 17 14.1 General......................................................... 17 14.2
Management and Powers. Xxxxx shall have the title of Manager, as defined in the Act. Notwithstanding that Xxxxx is named as Manager, the Company shall be managed by the Members. Xxxxx shall also be named President of the Company. The Members acknowledge that Craig's compensation shall be based upon a reasonable allocation of duties between Xxxxx and Xxxxx Xxxxx ("Xxxxx"), and that if Xxxxx is unavailable and unable to perform such duties due to long-term commitments outside of this Company, such as directing a motion picture, the Members should hold good faith discussions regarding whether an adjustment to Craig's compensation is warranted.
Management and Powers. The business and affairs of the Company shall be managed by or under the direction of the Sole Member.
Management and Powers. In entering into this Agreement, the intent of each Member is to actively engage in the management of the Company. Accordingly, unless otherwise limited by the Articles of Organization or this Agreement, each Member shall have the full, complete or exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incidental to the management of the Company's business, property and affairs. Member Approval. No annual or regular meetings of the Members are required to be held. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members shall mean the approval of Members who hold a majority of the Membership Interests.
