Common use of Management Authority Clause in Contracts

Management Authority. (a) Except 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 and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or 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 3 persons and shall thereafter be comprised of such size to be determined from time to time by the Board (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Xxxxxxx Xxxx, Xx Xxxxxx and Xxxx Xxxxxxxx. (c) 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 the State of Delaware. (d) 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 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 the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, 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 required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers. (i) Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation 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 Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company 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. (k) When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Members or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

Management Authority. (a) Except for cases in which the approval of the Members is required by this Agreement or the ActSubject to Section 1.5, 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 and or under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary of a board of one or appropriate to carry out the Company’s business and purposes. The Board shall be more Managers (the “manager” Board of the Company for the purposes of the Act. (b) The Board shall be initially comprised of 3 persons and shall thereafter be comprised of such size to be determined from time to time by the Board (each, a “ManagerManagers”). 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 elected by the Majority in Interestfive, 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 duly elected and qualified or until his such Manager’s earlier death, resignation or removal as provided hereinremoval. As Each Manager shall execute and deliver a counterpart of the date hereofManager Agreement. Managers need not be Members. Each Manager shall be a natural person. (b) Subject to Section 1.5, the following individuals Board of Managers shall be have the initial members power to do any and all acts necessary, convenient or incidental to or for the furtherance of the Board: Xxxxxxx Xxxxpurposes described herein, Xx Xxxxxx including all powers, statutory or otherwise. Subject to Sections 1.3(b) and Xxxx Xxxxxxxx1.5, 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) Each Manager shall owe the same fiduciary duty to the Company The Board of Managers may hold meetings, both regular 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 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) 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 At all 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 meetings of the Board may be taken at such meeting. (h) At any meeting of the BoardManagers, a majority of the elected Managers must be present to shall constitute a quorum for the transaction of business and, except as otherwise provided in any business which may be taken at such a meeting. In the absence other provision of a quorum, 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 required by the Act or this Agreement, the affirmative vote act of a majority of the elected Managers present at any meeting at which there is a quorum shall be the act of the Board, and no single Manager, in his or her capacity as such, may make Board of Managers. If a quorum shall not be present at any decisions or take any actions on behalf meeting of the Company Board of Managers, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the affirmative vote of meeting, until a majority of the elected Managers. (i) quorum shall be present. Any action required or permitted to be, or which may be, be taken by at any meeting of the Board of Managers may be taken without a meeting if consented all members of the Board of Managers, as the case may be, consent thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Boardwriting, and the execution writing or writings are filed with the minutes of such consent shall constitute attendance or presence in person at a meeting proceedings of the Board. Board of Managers. (e) Managers may participate in any meeting meetings of the Board through telephonic of Managers, by means of telephone conference or similar communications equipment by means of which that allows all Managers persons participating in the meeting can to hear one anothereach other, and such participation in a meeting shall constitute presence in person at such meetingthe 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. (jf) The Board of Managers shall have the authority to fix the compensation of Managers. The Managers may appoint such officersbe paid their expenses, to such terms and to perform such functions as if any, of attendance at meetings of the Board shall determine in its sole discretion. The Board of Managers, which may appoint, employ or otherwise contract with such other persons or entities be a fixed sum for the transaction attendance at each meeting of the business Board of Managers or a stated salary as Manager. No such payment shall preclude any Manager from serving the Company 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 discretionother capacity and receiving compensation therefor. (kg) When Subject to Section 4.2, unless otherwise restricted by law, any Manager or the taking entire Board of such action has been authorized Managers, may be removed, with or without cause, at any time by the BoardMembers, and, subject to Section 4.2, any officer vacancy caused by any such removal may be filled by action of the Company or any other person specifically authorized by Members. (h) Subject to Section 4.2, in exercising the Board may execute any contract or other agreement or document on behalf 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 Company and may execute and file on behalf of the Company with the Secretary of State General Corporation Law of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Members or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of FormationDelaware.

Management Authority. (a) Except for cases in which the approval of the Members is required by this Agreement or the Act, powers of the Company The "Management Committee" shall be exercised by or under composed of all the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or 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 3 persons and shall thereafter be comprised of such size to be determined from time to time by the Board (each, a “Manager”)Managers. The Managers shall be elected by exercise their authority through the Majority Management Committee. Except as otherwise expressly provided in Interest. Each Manager shall hold office until a successor this Agreement, the Management Committee is duly elected and qualified or until his death, resignation or removal as provided herein. As hereby expressly authorized on behalf of the date hereof, the following individuals shall be the initial members of the Board: Xxxxxxx Xxxx, Xx Xxxxxx and Xxxx Xxxxxxxx. (c) Each Manager shall owe the same fiduciary duty Company to make all decisions with respect 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 the State of Delaware. (d) The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected Company's business by a majority vote of the Members holding a majority 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 require the approval of all the Units entitled Managers. The Management Committee shall have regular meetings at least quarterly with the timing and agenda to vote. (e) be determined by the Chairman. 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, call a special meeting. In case of emergency, reasonable notice of a special meeting shall suffice. Such meetings may resign be conducted in person or by delivering written resignation conference telephone call where all Managers can hear each other. Minutes shall be kept of all meetings and copies distributed to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt Managers within ten days 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 Any action that the meeting is not lawfully called or convened. If all 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 the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, 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 required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers. (i) Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto a consent in a writing writing, setting forth the action so taken and taken, is signed by a majority of the Managers. Such consent shall have the same force and effect as a Managers whose collective vote of a majority of the elected Managers 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 Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meetingother Managers. (jb) The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction Each of the business of the Company matters listed in this Section 5.2(b) shall constitute a "Major Decision." Any expenditure or the performance of services for other action or on behalf of the Company as it item constituting a Major Decision that is covered by an approved Annual Operating Plan 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 discretionnot require separate approval. (ki) When the taking expenditure of such action has been authorized more than $400,000 by the BoardCompany 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 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 made by the Chairman acting alone and calls for 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 Management Committee); (vii) subject to Section 5.3(d), any officer overrun of the Company or 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)); (viii) entering into any other person specifically authorized by the Board may execute any contract futures, swap or other agreement hedging arrangements of any type, or document on behalf financial derivative instruments or agreements of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Members or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.type;

Management Authority. (a) Except for cases in which the approval of the Members is required by this Agreement or the Act, powers of the Company The "Management Committee" shall be exercised by or under composed of all the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or 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 3 persons and shall thereafter be comprised of such size to be determined from time to time by the Board (each, a “Manager”)Managers. The Managers shall be elected by exercise their authority through the Majority Management Committee. Except as otherwise expressly provided in Interest. Each Manager shall hold office until a successor this Agreement, the Management Committee is duly elected and qualified or until his death, resignation or removal as provided herein. As hereby expressly authorized on behalf of the date hereof, the following individuals shall be the initial members of the Board: Xxxxxxx Xxxx, Xx Xxxxxx and Xxxx Xxxxxxxx. (c) Each Manager shall owe the same fiduciary duty Company to make all decisions with respect 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 the State of Delaware. (d) The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected Company's business by a majority vote of the Members holding a majority 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 require the approval of all the Units entitled Managers. The Management Committee shall have regular meetings at least quarterly with the timing and agenda to vote. (e) be determined by the Chairman. 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 resign be conducted in person or by delivering written resignation conference telephone call where all Managers can hear each other. Minutes shall be kept of all meetings and copies distributed to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt Managers within ten days 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 Any action that the meeting is not lawfully called or convened. If all 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 the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, 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 required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers. (i) Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto a consent in a writing writing, setting forth the action so taken and taken, is signed by a majority of the Managers. Such consent shall have the same force and effect as a Managers whose collective vote of a majority of the elected Managers 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 Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meetingother Managers. (jb) The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction Each of the business 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 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 made by the Chairman acting alone and calls for 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 Management Committee); (vii) subject to Section 5.3(d), any 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, swap or other hedging arrangements of any type, or financial derivative instruments or agreements of any type; (ix) except as provided in Section 5.3(c) and Section 8.1(a), any distribution to the Members; (x) any guaranty (or other obligations that, in economic effect, are substantially equivalent to a guaranty) of any amount owed by or any obligation of any person other than a person wholly owned by the Company; (xi) pledging, mortgaging, or granting a security interest in the property or assets of the Company other than: purchase money security interests and other liens created or existing at the performance time of services for acquisition of an asset; and materialmen's, 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, Manager or their respective Affiliates other than those on terms comparable to and competitive with those available to 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 within the Area of Mutual Interest; (xvi) the undertaking by the 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 selection of the auditor to conduct the audit described in Section 12.6. (c) All documents executed on behalf of the Company as it shall determine in its sole discretion. The Board 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 delegate to any such officer, person or entity such authority to act on behalf of the Company be delegated otherwise as the Board Members or Management Committee may from time to time deem appropriate in its sole discretionagree. (kd) When At all meetings of the taking Management Committee and for purposes of such action has been authorized taken without a meeting under Section 5.2(a), a Manager may vote in person or by proxy executed in writing by the Board, any officer Manager or the Manager's duly authorized attorney-in-fact. Such proxy shall be filed before or at the meeting with the person keeping minutes of the Company or any other person specifically authorized by meeting or, in the Board may execute any contract or other agreement or document on behalf case of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment action taken without a meeting, attached to the Certificate of Formation, certificates of merger or consolidation and, upon written consent setting forth the dissolution and completion of winding up of the Company, at any time when there are no Members or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formationaction taken.

Management Authority. (a) Except for cases in which the approval The Members hereby delegate management 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 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 and under the direction offoregoing sentence, the Board, and Management Committee shall act through the Board shall make all decisions and take all actions for approval of a majority of Managers. In connection with the Company which are necessary governance or appropriate to carry out administration of the Company’s business 's business, the Operating Manager is authorized, upon the approval of the Management Committee, to execute and purposes. The Board shall be the “manager” deliver on behalf of the Company for contracts, instruments, conveyances, checks, drafts and other documents of any kind or character to the purposes extent the Management Committee deems it necessary or desirable. The Management Committee may delegate to other agents or representatives any or all of the Actforegoing powers by written authorization identifying specifically or generally the powers delegated or acts authorized. (b) The Board "Management Committee" shall be initially comprised composed of 3 persons all the Managers. All members of the Management Committee are hereby required to approve all Major Decisions, as defined in Section 5.2(c) with respect to the Company's business and to take all actions to carry out such decisions. The Management Committee shall thereafter be comprised of such size have regular meetings at least quarterly with the timing and agenda to be determined from time to time by the Board (each, a “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. 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 each Manager can hear the other. Minutes shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected kept of all meetings and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Xxxxxxx Xxxx, Xx Xxxxxx and Xxxx Xxxxxxxx. (c) Each Manager shall owe the same fiduciary duty copies distributed to the Company and its Members that such individual would owe to a corporation and its stockholders as a member Managers within ten days of the Board thereof under the laws of the State of Delaware. (d) 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 Any action that the meeting is not lawfully called or convened. If all 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 the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, 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 required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers. (i) Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto a consent in a writing writing, setting forth the action so taken and taken, is signed by a majority of all the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. (jc) The Board may appoint such officers, to such terms and to perform such functions as Each of the Board matters listed in this Section 5.2(c) shall determine in its sole discretion. The Board may appoint, employ constitute a "Major Decision." Any expenditure or otherwise contract with such other persons action or entities item constituting a Major Decision that is covered by an approved Annual Operating Plan shall not require separate approval. (i) adoption of the initial Annual Operating Plan for the transaction Company and any subsequent Annual Operating Plan which exceeds five percent (5%) of the business 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 (in the 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 a non-member of the Company other than a Person wholly owned by the Company; (v) pledging, mortgaging, or granting a security interest in the performance of services for property or on behalf assets of the Company as it shall determine in its sole discretion. The Board may delegate other than (i) purchase money security interests and other liens created or existing at the time of the acquisition of an asset, but only to any such officer, person or entity such authority to act on behalf the extent the aggregate indebtedness of the Company as 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 Board may from time to time deem appropriate in its sole discretion.ordinary course of business or by operation of laws; (kvi) When incurrence of any indebtedness other than trade payables incurred in the taking 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 required before each such action has been authorized by tax return is filed; (ix) any purchase, lease or other acquisition of real or personal property with a value of greater than 20% of the BoardCompany's assets prior to such acquisition; (x) any call for additional Capital Contributions; (xi) except as provided in Article VIII, any officer distribution to the Members; (xii) any merger, reorganization, consolidation, dissolution or similar restructuring of the Company; (xiii) the sale, lease or other disposition of any assets of the Company or any other person specifically authorized by than the Board may execute sale of 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 other agreement transaction between the Company and any Member, Manager or document on behalf 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 and may execute and file on behalf under such contract or transaction, together with the aggregate monetary obligations of the Company with under all other such contracts or transactions entered into by the Secretary 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 State 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 decision or matter relating to the Company or its business which MCNIC elects to treat as a Major Decision by providing written notice of each election to Crown; provided, however, such election shall only be effective if MCNIC obtains an opinion from either the accounting firm which, as of the State of Delaware any certificates of amendment date MCNIC provides such notice, was most recently selected pursuant to the Certificate immediately preceding clause (xviii) to perform the audit described in Section 12.6 or MCNIC's present accounting firm that the inclusion of Formationsuch decision or matter as a Major Decision will not, certificates of merger or consolidation andunder generally accepted accounting principles, upon the dissolution and completion of winding up of prevent Crown from consolidating the Company, at 's financial statements with those of Crown and those of any time when there are no Members or as otherwise provided in the Act, a certificate other Affiliate of cancellation canceling the Certificate Crown that is then consolidating its financial statements with those of FormationCrown.