Common use of Management Authority Clause in Contracts

Management Authority. (a) Subject to Section 1.5, the business and affairs of the Company shall be managed by or under the direction of a board of one or more Managers (the “Board of Managers”). Subject to Section 1.5, the Members may determine at anytime in their sole and absolute discretion the number of Managers to constitute the Board of Managers. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion, upon notice to all Managers, and subject in all cases to Section 1.5. The initial number of Managers shall be five, two of which shall be Independent Managers pursuant to Section 4.2. Each Manager elected, designated or appointed shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation or removal. Each Manager shall execute and deliver a counterpart of the Manager Agreement. Managers need not be Members. Each Manager shall be a natural person. (b) Subject to Section 1.5, the Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Sections 1.3(b) and 1.5, the Board of Managers has the authority to bind the Company. Notwithstanding the last sentence of Sentence 18-402 of the Act, no Member, unless such Member is also a Manager and acts as its capacity as Manager, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by the Members or as otherwise specified in the Act. (c) The Board of Managers may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board of Managers may be held without notice at such time and at such place as shall from time to time be determined by the Board of Managers. Special meetings of the Board of Managers may be called by any one or more of the Managers on not less than one (1) day’s (or such shorter period as shall be agreed to by such Manager) notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication. (d) At all meetings of the Board of Managers, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board of Managers. If a quorum shall not be present at any meeting of the Board of Managers, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all members of the Board of Managers, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Managers. (e) Managers may participate in meetings of the Board of Managers, by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting and shall be counted for purposes of determining whether a quorum exists. If all the Members are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company. (f) The Board of Managers shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board of Managers, which may be a fixed sum for attendance at each meeting of the Board of Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. (g) Subject to Section 4.2, unless otherwise restricted by law, any Manager or the entire Board of Managers, may be removed, with or without cause, at any time by the Members, and, subject to Section 4.2, any vacancy caused by any such removal may be filled by action of the Members. (h) Subject to Section 4.2, in exercising the rights and performing the duties of Managers under this Agreement, each Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

Management Authority. (a) Subject to Section 1.5Except for cases in which the approval of the Members is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by or and under the direction of a board of one of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or more Managers (appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act. (b) The Board shall be initially comprised of Managers3 persons and shall thereafter be comprised of such size to be determined from time to time by the Board (each, a “Manager”). Subject to Section 1.5, the Members may determine at anytime in their sole and absolute discretion the number of Managers to constitute the Board of Managers. The authorized number of Managers may be increased or decreased by the Members at any time in their sole and absolute discretion, upon notice to all Managers, and subject in all cases to Section 1.5. The initial number of Managers shall be five, two of which shall be Independent Managers pursuant to Section 4.2elected by the Majority in Interest. Each Manager elected, designated or appointed shall hold office until a successor is duly elected and qualified or until such Manager’s earlier his death, resignation or removalremoval as provided herein. Each Manager shall execute and deliver a counterpart As of the Manager Agreement. Managers need not be Members. Each Manager date hereof, the following individuals shall be a natural person. (b) Subject to Section 1.5, the Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance initial members of the purposes described hereinBoard: ▇▇▇▇▇▇▇ ▇▇▇▇, including all powers, statutory or otherwise. Subject to Sections 1.3(b) ▇▇ ▇▇▇▇▇▇ and 1.5, the Board of Managers has the authority to bind the Company. Notwithstanding the last sentence of Sentence 18-402 of the Act, no Member, unless such Member is also a Manager and acts as its capacity as Manager, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by the Members or as otherwise specified in the Act▇▇▇▇ ▇▇▇▇▇▇▇▇. (c) The Each Manager shall owe the same fiduciary duty to the Company and its Members that such individual would owe to a corporation and its stockholders as a member of the Board thereof under the laws of Managers may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board of Managers may be held without notice at such time and at such place as shall from time to time be determined by the Board of Managers. Special meetings of the Board of Managers may be called by any one or more of the Managers on not less than one (1) day’s (or such shorter period as shall be agreed to by such Manager) notice to each Manager by telephone, facsimile, mail, telegram or any other means of communication. (d) At The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Members holding a majority of the Units entitled to vote. (e) Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein. (f) A vacancy in any Manager position shall be filled by a vote of the Members holding a majority of the Common Units entitled to vote. (g) The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all meetings of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting. (h) At any meeting of Managersthe Board, a majority of the elected Managers shall must be present to constitute a quorum for the transaction of any business andwhich may be taken at such a meeting. In the absence of a quorum, except as any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise provided in any other provision of required by the Act or this Agreement, the act affirmative vote of a majority of the elected Managers present at any meeting at which there is a quorum shall be the act of the Board of Managers. If a quorum shall not be present at Board, and no single Manager, in his or her capacity as such, may make any meeting decisions or take any actions on behalf of the Board Company without the affirmative vote of a majority of the elected Managers, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. . (i) Any action required to be, or permitted to be which may be, taken at any meeting of by the Board of Managers may be taken without a meeting if all members consented thereto in a writing setting forth the action so taken and signed by a majority of the Board Managers. Such consent shall have the same force and effect as a vote of Managers, as a majority of the case may be, consent thereto in writingelected Managers at a meeting of the Board, and the writing execution of such consent shall constitute attendance or writings are filed with the minutes of proceedings presence in person at a meeting of the Board of Managers. (e) Board. Managers may participate in meetings any meeting of the Board of Managers, by means of telephone conference through telephonic or similar communications equipment that allows by means of which all persons Managers participating in the meeting to can hear each otherone another, and such participation in a meeting shall constitute presence in person at such meeting. (j) The Board may appoint such officers, to such terms and to perform such functions as the meeting and Board shall be counted determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for purposes the transaction of determining whether a quorum exists. If all the Members are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the CompanyCompany or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion. (fk) The Board When the taking of Managers shall have such action has been authorized by the authority to fix the compensation of Managers. The Managers may be paid their expensesBoard, if any, of attendance at meetings any officer of the Company or any other person specifically authorized by the Board of Managers, which may be a fixed sum for attendance at each meeting execute any contract or other agreement or document on behalf of the Board Company and may execute and file on behalf of Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in with the Secretary of State of the State of Delaware any other capacity certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and receiving compensation therefor. (g) Subject to Section 4.2, unless otherwise restricted by law, any Manager or completion of winding up of the entire Board of Managers, may be removed, with or without causeCompany, at any time by when there are no Members or as otherwise provided in the MembersAct, and, subject to Section 4.2, any vacancy caused by any such removal may be filled by action a certificate of cancellation canceling the MembersCertificate of Formation. (h) Subject to Section 4.2, in exercising the rights and performing the duties of Managers under this Agreement, each Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

Management Authority. (a) Subject to Section 1.5The "Management Committee" shall be composed of all the Managers. The Managers shall exercise their authority through the Management Committee. Except as otherwise expressly provided in this Agreement, the business and affairs Management Committee is hereby expressly authorized on behalf of the Company to make all decisions with respect to the Company's business by majority vote of the Managers with each Manager having one vote on the Management Committee (except as provided in Section 5.1(b)) and to take all actions to carry out such decisions, provided that any Major Decision shall be managed by or under require the direction approval of a board of one or more Managers (all the “Board of Managers”). Subject to Section 1.5, the Members may determine at anytime in their sole and absolute discretion the number of Managers to constitute the Board of Managers. The authorized number of Managers may Management Committee shall have regular meetings at least quarterly with the timing and agenda to be increased or decreased determined by the Members at any time in their sole and absolute discretionChairman. The Chairman shall give 15 days' notice to the other Managers of such regular meetings. Any Manager may, upon 72 hours notice to all Managers, and subject call a special meeting. In case of emergency, reasonable notice of a special meeting shall suffice. Such meetings may be conducted in person or by conference telephone call where all cases to Section 1.5Managers can hear each other. The initial number of Managers Minutes shall be five, two kept of which shall be Independent Managers pursuant all meetings and copies distributed to Section 4.2. Each Manager elected, designated or appointed shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation or removal. Each Manager shall execute and deliver a counterpart of the Manager Agreement. Managers need not be Members. Each Manager shall be a natural person. (b) Subject to Section 1.5, the Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Sections 1.3(b) and 1.5, the Board of Managers has the authority to bind the Company. Notwithstanding the last sentence of Sentence 18-402 of the Act, no Member, unless such Member is also a Manager and acts as its capacity as Manager, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by the Members or as otherwise specified in the Act. (c) The Board of Managers may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board of Managers may be held without notice at such time and at such place as shall from time to time be determined by the Board of Managers. Special meetings of the Board of Managers may be called by any one or more of the Managers on not less than one (1) day’s (or such shorter period as shall be agreed to by such Manager) notice to within ten days of each Manager by telephone, facsimile, mail, telegram or any other means of communication. (d) At all meetings of the Board of Managers, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board of Managers. If a quorum shall not be present at any meeting of the Board of Managers, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to that may be taken at any a meeting of the Board of Managers may be taken without a meeting if all members of the Board of Managers, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with action so taken, is signed by Managers whose collective vote would be sufficient to take such action at a meeting of all Managers. The Managers executing any such written consent in lieu of meeting shall immediately furnish copies to the minutes of proceedings of the Board of other Managers. (eb) Managers may participate in meetings Each of the Board of Managers, by means of telephone conference or similar communications equipment that allows all persons participating matters listed in the meeting to hear each other, and such participation in a meeting this Section 5.2(b) shall constitute presence in person at the meeting and a "Major Decision." Any expenditure or other action or item constituting a Major Decision that is covered by an approved Annual Operating Plan shall be counted for purposes of determining whether a quorum exists. If all the Members are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Companynot require separate approval. (fi) The Board the expenditure of Managers shall have more than $400,000 by the authority Company to fix conduct the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings Detailed Engineering; (ii) approval of the Board Detailed Engineering; (iii) approval of, or substantial amendment to, the Annual Operating Plan; (iv) any change to the Operating Protocols; (v) approval of Managersthe EPC Contract; (vi) any call for additional Capital Contributions pursuant to Section 3.5 (excluding calls for additional Capital Contributions for purposes set forth in Section 7.4 pursuant to Sections 3.3(b) and 3.4(a), which may be a fixed sum made by the Chairman acting alone and calls for attendance at each meeting additional Capital Contributions for purposes set forth in Section 5.3(e) pursuant to Sections 3.3(b) and 3.4(a), which may be made by majority vote of the Board of Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.Management Committee); (gvii) Subject to Section 4.2, unless otherwise restricted by law, any Manager or the entire Board of Managers, may be removed, with or without cause, at any time by the Members, and, subject to Section 4.25.3(d), any vacancy caused by any such removal may be filled by action overrun of the Members. total budget set forth in the Annual Operating Plan by more than 10% in the aggregate (h) Subject to Section 4.2, in exercising the rights and performing the duties inclusive of Managers expenditures that would not otherwise constitute Major Decisions under this AgreementSection 5.2(b)); (viii) entering into any futures, each Manager shall have a fiduciary duty swap or other hedging arrangements of loyalty and care similar to that any type, or financial derivative instruments or agreements of a director of a business corporation organized under the General Corporation Law of the State of Delaware.any type;

Management Authority. (a) Subject to Section 1.5, The Members hereby delegate management of the business and affairs of the Company to the Management Committee, as defined below, except decisions not relating to the ordinary course of the Company's business which (i) require the approval of the Members pursuant to the Act or this Agreement; or (ii) constitute Major Decisions as defined in Section 5.2(c). Except as limited by the foregoing sentence, the Management Committee shall be managed by or under act through the direction approval of a board of one or more Managers (the “Board of Managers”). Subject to Section 1.5, the Members may determine at anytime in their sole and absolute discretion the number of Managers to constitute the Board majority of Managers. The authorized number In connection with the governance or administration of Managers may be increased or decreased by the Members at any time in their sole and absolute discretionCompany's business, the Operating Manager is authorized, upon notice the approval of the Management Committee, to all Managers, and subject in all cases to Section 1.5. The initial number of Managers shall be five, two of which shall be Independent Managers pursuant to Section 4.2. Each Manager elected, designated or appointed shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation or removal. Each Manager shall execute and deliver a counterpart on behalf of the Manager AgreementCompany contracts, instruments, conveyances, checks, drafts and other documents of any kind or character to the extent the Management Committee deems it necessary or desirable. Managers need not be Members. Each Manager shall be a natural personThe Management Committee may delegate to other agents or representatives any or all of the foregoing powers by written authorization identifying specifically or generally the powers delegated or acts authorized. (b) Subject The "Management Committee" shall be composed of all the Managers. All members of the Management Committee are hereby required to approve all Major Decisions, as defined in Section 1.5, 5.2(c) with respect to the Board of Managers Company's business and to take all actions to carry out such decisions. The Management Committee shall have regular meetings at least quarterly with the power timing and agenda to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to Sections 1.3(b) and 1.5, the Board of Managers has the authority to bind the Company. Notwithstanding the last sentence of Sentence 18-402 of the Act, no Member, unless such Member is also a Manager and acts as its capacity as Manager, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by the Members or as otherwise specified in the Act. (c) The Board of Managers may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board of Managers may be held without notice at such time and at such place as shall from time to time be determined by the Board Operating Manager. The Operating Manager shall give 15 days' notice to the other Managers of such regular meetings. Any Manager may, upon 72 hours notice to the other Managers, call a special meeting. Special In case of emergency, reasonable notice of a special meeting shall suffice. Such meetings of the Board of Managers may be called conducted in person or by any one or more conference telephone call where each Manager can hear the other. Minutes shall be kept of all meetings and copies distributed to the Managers on not less than one (1) day’s (or such shorter period as shall be agreed to by such Manager) notice to within ten days of each Manager by telephone, facsimile, mail, telegram or any other means of communication. (d) At all meetings of the Board of Managers, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board of Managers. If a quorum shall not be present at any meeting of the Board of Managers, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to that may be taken at any a meeting of the Board of Managers may be taken without a meeting if all members of the Board of Managers, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with action so taken, is signed by all the minutes of proceedings of the Board of Managers. (ec) Managers may participate in meetings Each of the Board matters listed in this Section 5.2(c) shall constitute a "Major Decision." Any expenditure or other action or item constituting a Major Decision that is covered by an approved Annual Operating Plan shall not require separate approval. (i) adoption of Managersthe initial Annual Operating Plan for the Company and any subsequent Annual Operating Plan which exceeds five percent (5%) of the prior years Annual Operating Plan. If an Annual Operating Plan requiring approval hereunder is not approved, then the Annual Operating Plan for the immediately preceding period as adjusted for inflation shall become the Annual Operating Plan for the current period; (ii) commencement or settlement of any suit or other legal action against or by means of telephone conference or similar communications equipment that allows all persons participating (in the meeting case of settlement) any Person, involving amounts in excess of $50,000; (iii) entering into any futures, swap or other hedging arrangements of any type or financial derivative instruments or agreements of any type; (iv) any guarantee of any amount owed to hear each othera non-member of the Company other than a Person wholly owned by the Company; (v) pledging, mortgaging, or granting a security interest in the property or assets of the Company other than (i) purchase money security interests and such participation in a meeting shall constitute presence in person other liens created or existing at the meeting time of the acquisition of an asset, but only to the extent the aggregate indebtedness of the Company secured by all such purchase money interests or other liens does not exceed $25,000; and (ii) material provider, mechanics' contractors', operators', tax and similar liens or charges arising in the ordinary course of business or by operation of laws; (vi) incurrence of any indebtedness other than trade payables incurred in the ordinary course of business in an aggregate amount not to exceed at any time $50,000; (vii) making any election or exercise of any option with regard to any Federal, State or local income, franchise, gross receipts, property, sales or other tax; (viii) the form and substance of each tax return the Company is required to file with any Federal, State or local taxing authority, which approval shall be counted for purposes required before each such tax return is filed; (ix) any purchase, lease or other acquisition of determining whether real or personal property with a quorum exists. If all the Members are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place value of business greater than 20% of the Company.'s assets prior to such acquisition; (fx) The Board of Managers shall have any call for additional Capital Contributions; (xi) except as provided in Article VIII, any distribution to the authority to fix the compensation of Managers. The Managers may be paid their expensesMembers; (xii) any merger, if anyreorganization, of attendance at meetings consolidation, dissolution or similar restructuring of the Board Company; (xiii) the sale, lease or other disposition of Managers, which may be a fixed sum for attendance at each meeting any assets of the Board Company other than the sale of Managers inventory in the ordinary course of business exceeding 20% of the Company's assets prior to the transaction; (xiv) the approval of any contract or a stated salary as Manager. No such payment shall preclude any Manager from serving transaction between the Company and any Member, Manager or their respective Affiliates, or any amendment or modification of any such contract or transaction; provided, the approval of any such contract or transaction shall not be deemed a Major Decision so long as: (a) the aggregate monetary obligations of the Company under such contract or transaction, together with the aggregate monetary obligations of the Company under all other such contracts or transactions entered into by the Company during the same calendar year (other than such contracts or transactions as were approved as Major Decisions by the Management Committee) does not exceed $50,000; and (b) the terms and conditions of such contract or transaction are no less favorable to the Company than the best terms and conditions that could reasonably be obtained from an unrelated third party dealing at arm's length in the competitive market; (xv) any material change in the Company's business from that of storing, blending, refining and marketing Products; (xvi) any amendment to this Operating Agreement or the Articles of Organization; (xvii) the Company's entering into any Additional Opportunity, as defined in Section 6.3; or (xviii) any other capacity and receiving compensation therefor. (g) Subject decision or matter relating to Section 4.2the Company or its business which MCNIC elects to treat as a Major Decision by providing written notice of each election to Crown; provided, unless otherwise restricted by lawhowever, any Manager or such election shall only be effective if MCNIC obtains an opinion from either the entire Board of Managersaccounting firm which, may be removed, with or without cause, at any time by the Members, and, subject to Section 4.2, any vacancy caused by any such removal may be filled by action as of the Membersdate MCNIC provides such notice, was most recently selected pursuant to the immediately preceding clause (xviii) to perform the audit described in Section 12.6 or MCNIC's present accounting firm that the inclusion of such decision or matter as a Major Decision will not, under generally accepted accounting principles, prevent Crown from consolidating the Company's financial statements with those of Crown and those of any other Affiliate of Crown that is then consolidating its financial statements with those of Crown. (h) Subject to Section 4.2, in exercising the rights and performing the duties of Managers under this Agreement, each Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

Management Authority. (a) Subject to Section 1.5The "Management Committee" shall be composed of all the Managers. The Managers shall exercise their authority through the Management Committee. Except as otherwise expressly provided in this Agreement, the business and affairs Management Committee is hereby expressly authorized on behalf of the Company to make all decisions with respect to the Company's business by majority vote of the Managers with each Manager having one vote on the Management Committee (except as provided in Section 5.1(b)) and to take all actions to carry out such decisions, provided that any Major Decision shall be managed by or under require the direction approval of a board of one or more Managers (all the “Board of Managers”). Subject to Section 1.5, the Members may determine at anytime in their sole and absolute discretion the number of Managers to constitute the Board of Managers. The authorized number of Managers may Management Committee shall have regular meetings at least quarterly with the timing and agenda to be increased or decreased determined by the Members at any time in their sole and absolute discretionChairman. The Chairman shall give 15 days' notice to the other Managers of such regular meetings. Any Manager #325596.v2 37 may, upon 72 hours notice to all Managers, call a special meeting. In case of emergency, reasonable notice of a special meeting shall suffice. Such meetings may be conducted in person or by conference telephone call where all Managers can hear each other. Minutes shall be kept of all meetings and subject copies distributed to the Managers within ten days of each meeting. Any action that may be taken at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by Managers whose collective vote would be sufficient to take such action at a meeting of all cases to Section 1.5Managers. The initial number Managers executing any such written consent in lieu of Managers meeting shall be five, two of which shall be Independent Managers pursuant immediately furnish copies to Section 4.2. Each Manager elected, designated or appointed shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation or removal. Each Manager shall execute and deliver a counterpart of the Manager Agreement. Managers need not be Members. Each Manager shall be a natural personother Managers. (b) Subject Each of the matters listed in this Section 5.2(b) shall constitute a "Major Decision." Any expenditure or other action or item constituting a Major Decision that is covered by an approved Annual Operating Plan shall not require separate approval. (i) the expenditure of more than $400,000 by the Company to conduct the Detailed Engineering; (ii) approval of the Detailed Engineering; (iii) approval of, or substantial amendment to, the Annual Operating Plan; (iv) any change to the Operating Protocols; (v) approval of the EPC Contract; (vi) any call for additional Capital Contributions pursuant to Section 1.53.5 (excluding calls for additional Capital Contributions for purposes set forth in Section 7.4 pursuant to Sections 3.3(b) and 3.4(a), which may be made by the Board of Managers shall have the power Chairman acting alone and calls for additional Capital Contributions for purposes set forth in Section 5.3(e) pursuant to do any Sections 3.3(b) and all acts necessary3.4(a), convenient or incidental to or for the furtherance which may be made by majority vote of the purposes described hereinManagement Committee); (vii) subject to Section 5.3(d), including all powersany overrun of the total budget set forth in the Annual Operating Plan by more than 10% in the aggregate (inclusive of expenditures that would not otherwise constitute Major Decisions under this Section 5.2(b)); #325596.v2 38 (viii) entering into any futures, statutory swap or otherwise. Subject to Sections 1.3(bother hedging arrangements of any type, or financial derivative instruments or agreements of any type; (ix) except as provided in Section 5.3(c) and 1.5Section 8.1(a), any distribution to the Board Members; (x) any guaranty (or other obligations that, in economic effect, are substantially equivalent to a guaranty) of Managers has the authority to bind any amount owed by or any obligation of any person other than a person wholly owned by the Company. Notwithstanding ; (xi) pledging, mortgaging, or granting a security interest in the last sentence of Sentence 18-402 property or assets of the ActCompany other than: purchase money security interests and other liens created or existing at the time of acquisition of an asset; and materialmen's, no mechanics', contractors', operators', tax and similar liens or charges arising in the ordinary course of business or by operation of law; (xii) any merger, reorganization, consolidation or similar restructuring of the Company; (xiii) the sale, lease or other disposition of all or substantially all of the assets of the Company; (xiv) the approval of a contract or transaction between the Company and any Member, unless such Member is also a Manager or their respective Affiliates other than those on terms comparable to and acts as its capacity as Manager, shall have any authority competitive with those available to act for or bind the Company from others dealing at arm's length; (xv) the exercise of the purchase option conferred by Section 6.3(c) relating to the acquisition of properties outside of the Project Area but shall have only within the right to vote on or approve Area of Mutual Interest; (xvi) the actions herein specified to be voted on or approved undertaking by the Members or as otherwise specified Company of any Additional Opportunity within the Project Area; (xvii) settlement of any claim against the Company in excess of an aggregate of $50,000; and #325596.v2 39 (xviii) the Actselection of the auditor to conduct the audit described in Section 12.6. (c) The Board of Managers may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings All documents executed on behalf of the Board of Managers Company must be signed either (i) by the Chairman, or (ii) by no less than two Managers, one appointed by MCNIC and one appointed by Crown; provided, however, that this authority may be held without notice at such time and at such place delegated otherwise as shall from time to time be determined by the Board of Managers. Special meetings of the Board of Managers Members or Management Committee may be called by any one or more of the Managers on not less than one (1) day’s (or such shorter period as shall be agreed to by such Manager) notice to each Manager by telephone, facsimile, mail, telegram or any other means of communicationagree. (d) At all meetings of the Board Management Committee and for purposes of Managers, a majority of the Managers shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board of Managers. If a quorum shall not be present at any meeting of the Board of Managers, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all members of the Board of Managersunder Section 5.2(a), as the case a Manager may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Managers. (e) Managers may participate in meetings of the Board of Managers, by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence vote in person or by proxy executed in writing by the Manager or the Manager's duly authorized attorney-in-fact. Such proxy shall be filed before or at the meeting and shall be counted for purposes with the person keeping minutes of determining whether a quorum exists. If all the Members are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company. (f) The Board of Managers shall have the authority to fix the compensation of Managers. The Managers may be paid their expenses, if any, of attendance at meetings of the Board of Managers, which may be a fixed sum for attendance at each meeting of the Board of Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. (g) Subject to Section 4.2, unless otherwise restricted by law, any Manager or the entire Board of Managers, may be removed, with or without cause, at any time by the Members, and, subject to Section 4.2, any vacancy caused by any such removal may be filled by action of the Members. (h) Subject to Section 4.2or, in exercising the rights and performing case of action taken without a meeting, attached to the duties of Managers under this Agreement, each Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under written consent setting forth the General Corporation Law of the State of Delawareaction taken.