Management; Board of Managers Sample Clauses

Management; Board of Managers. (a) There is hereby established a board of managers of the Company (the “Board”). Each member of the Board (a “Manager”) shall be considered a “manager” of the Company within the meaning of the Act, provided that the Board (and the Managers) may only act as set forth in this Agreement. All matters relating to the business of the Company shall be decided upon, carried-out and managed by the Board, except as otherwise set forth herein. 0135789-0000013 NYO1: 2007119703.11 (b) Each Class A Member shall be entitled to appoint three Managers. Each Class A Member may freely appoint such Managers per their entitlement, and Managers will serve at such Class A Member’s will, provided that such Managers shall not be Disqualified Persons. For the avoidance of doubt, no Member who is not a Class A Member shall have any right to appoint one or more Managers to the Board. (c) Each person appointed as a Manager shall serve on the Board until their successor shall be duly appointed or until their death, disability, retirement or resignation, or their removal or replacement as specified in the following sentence. Any Manager may be removed by the Member that appointed them, at any time (with or without cause), upon written notice to each other Member, the Secretary (on behalf of the Board) and the Company. Additionally, and subject to Applicable Law, any Manager may resign at any time upon written notice to the Member that appointed such Manager, the Secretary (on behalf of the Board) and the Company. If as a result of death, disability, retirement, resignation, removal or any other reason a Manager ceases to serve in such capacity, the Member that appointed such Manager shall promptly nominate for appointment a replacement Manager to fill such vacancy by notice in writing to the Company and the other Member. Any Member removing a Manager appointed by it will be responsible for, and will hold the other Member(s) and the Company harmless from and against, any claim, action or proceedings for unfair or wrongful dismissal arising out of such removal and any reasonable costs and expenses incurred in defending such claim, action or proceedings, including, but without prejudice to the generality of the foregoing, the reasonable costs and expenses of any professional advisers that are actually incurred following the commencement or threat of commencement of any such claim, action or proceedings. (d) The Board may establish committees (including an executive committee and a complia...

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Management; Board of Managers. (a) The management of the Company shall be vested in the Board of Managers (the "BOARD OF MANAGERS") designated by the Members as provided in this Section 5.01 hereof, and subject to the limitations of Section 5.04 hereof. (b) The number of Managers on the Board of Managers shall be four (4) unless otherwise agreed by all of the Members; provided, however, that the number of Managers shall be increased to five (5) upon the hiring of a Chief Executive Officer by the Company and such Chief Executive Officer shall thereupon become a member of the Board of Managers. The initial Board of Managers shall consist of two (2) appointees of each of Hilton and LodgeNet as set forth on SCHEDULE 5.1 hereto, and said Schedule shall be amended from time to time by the Managers to reflect the resignation or removal of any Manager or the appointment of new or additional Managers pursuant to this Agreement. Neither Hilton nor LodgeNet shall change its appointees without the consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned; provided, however, that if an appointee is no longer employed or otherwise engaged by the appointing party such appointee may be changed to a new appointee with the consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, if at any time, Hilton or LodgeNet shall hold less than fifty percent (50%) of its initial aggregate Common and Preferred Units in the Company, it shall only be contractually entitled to appoint one member of the Board of Managers and, if at any time, a Hilton or LodgeNet shall hold less than twenty-five (25%) of its initial aggregate Common and Preferred Units in the Company, it shall not contractually be entitled to appoint any member of the Board of Managers, and one or both, as the case may be, of the representatives appointed to the Board of Managers by such party shall be deemed to have immediately resigned as a member of the Board of Managers. The parties shall agree to vote their Units of the Company in accordance with the terms of this provision. (c) Each Member, by signing this Agreement, hereby designates the Persons identified on SCHEDULE 5.1 as Managers of the Company until their successors are designated. A Manager shall remain in office until removed by the Member designating such Manager or until his earlier death, incapacity or resignation. (d) A Manager may be removed at any time, with or without ca...

Management; Board of Managers. (a) The management of the Company shall be vested in the Board of Managers (the “Board of Managers”) designated by the Members as provided in this Section 5.1 hereof, subject to the limitations of Section 5.4 hereof. (b) The number of Managers on the Board of Managers shall be five unless otherwise agreed by the Members by Majority Vote. Holding shall be entitled to designate three Managers (the “Holding Designees”), the Belvedere Members, but not any transferees or assignees of the Belvedere Members other than Permitted Transferees, as long as they hold in the aggregate no less than 25% of the outstanding Membership Interests, by Majority Vote, shall be entitled to designate two Managers (the “Management Designees”); provided, that for so long as Xxxxx Xxxx and Xxxxxxx Xxxxxxxx serve as officers of the Company, they shall each be one of the two Management Designees. The Holding Designees initially shall be Xxxxxx Xxxxx XxXxxxx, Xxxxxx X. XxXxxxx and Xxxx X. Xxxxx. The Managers of the Company as of the Effective Date shall be as set forth on Schedule 5.1 hereto, and said Schedule shall be amended from time to time by the Managers to reflect the resignation or removal of any Manager or the appointment of new or additional Managers pursuant to this Agreement. (c) Each Member, by signing this Agreement, hereby designates the Persons identified on Schedule 5.1 as Managers of the Company until their successors are designated. A Manager shall remain in office until removed by Majority Vote of the Member(s) designating such Manager or until his earlier death, Disability or resignation. Holding and the Founding Members shall each designate Managers it is entitled to designate (other than the Managers listed on Schedule 5.1) by delivering to the Company and the other Members written notice designating each Manager and setting forth such Manager’s business address and telephone number. (d) A Manager may be removed at any time, with or without cause, by Majority Vote of the Members that designated such Manager, upon written notice delivered to the Company and the other Members demanding such removal. (e) In the event any Manager resigns, dies or is unwilling or unable to serve as such or is removed from office by the Members that designated such Manager, the Members that designated such Manager shall promptly designate a successor to such Manager. (f) Except as otherwise provided in this Section 5.1(f), each Manager shall have one vote. In the event that the vote of ...

Management; Board of Managers

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Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.
The Board of Trustees Section 1. NUMBER, ELECTION, TERM, REMOVAL AND RESIGNATION. (a) The initial Board of Trustees shall be comprised of the Trustees entering into this Declaration of Trust on the date first written above, who shall hold office until the initial holder of a Share executes a consent in writing to elect a Board of Trustees that holds office in accordance with paragraph (c) of this Section 1. The initial Trustees shall (i) execute and file or cause to be filed the Certificate of Trust with the office of the Secretary of State of the State of Delaware and (ii) adopt the By-Laws. In accordance with Section 3801 of the DSTA, each Trustee shall become a Trustee and be bound by this Declaration of Trust and the By-Laws when such Person signs this Declaration of Trust as a trustee and/or is duly elected or appointed, qualified and serving on the Board of Trustees in accordance with the provisions hereof and the By-Laws, so long as such signatory or other Person continues in office in accordance with the terms hereof. (b) The number of Trustees constituting the entire Board of Trustees may be fixed from time to time by the vote of a majority of the then Board of Trustees; PROVIDED, HOWEVER, that the number of Trustees shall in no event be less than one (1) nor more than fifteen (15). The number of Trustees shall not be reduced so as to shorten the term of any Trustee then in office. (c) Each Trustee shall hold office for the lifetime of the Trust or until such Trustee's earlier death, resignation, removal, retirement or inability otherwise to serve, or, if sooner than any of such events, until the next meeting of Shareholders called for the purpose of electing Trustees or consent of Shareholders in lieu thereof for the election of Trustees, and until the election and qualification of his or her successor. (d) Any Trustee may be removed, with or without cause, by the Board of Trustees, by action of a majority of the Trustees then in office, or by vote of the Shareholders at any meeting called for that purpose. (e) Any Trustee may resign at any time by giving written notice to the secretary of the Trust or to a meeting of the Board of Trustees. Such resignation shall be effective upon receipt, unless specified to be effective at some later time.