Management by Board. The business and affairs of the ------------------- Company shall be managed under the direction of a board of managers consisting of three members. The board of managers shall act by majority vote of the total number of members of the board. The members of the board of managers shall be designated by the Members, voting in accordance with their Percentage Interests (as defined in section 4). The Members hereby designate Ian X.X. Xxxxxx, Xxxxx X. Xxxxx and Xxxxxx X. Xxxx as the initial members of the board of managers. Action may be taken by the board of managers at a meeting (at which members of the board may participate in person or by telephone), by polling members of the board without a meeting, or by a writing signed by a majority of the members of the board of managers, except that no action may be taken by a writing unless all members of the board are first given notice of, and a reasonable opportunity to comment upon, the proposed action. The board of managers shall hold meetings at such intervals, and shall adopt such rules of procedure, as it may from time to time determine. Any member of the board of managers may designate another person to act as his substitute at any meeting or in connection with any action to be taken by the board of managers. Members of the board of managers shall not be compensated for their services as such.
Management by Board. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company.
(b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons.
(c) The Members hereby expressly delegate to the board of directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and the Act, all of the Members’ power and authority to manage and control the business and affairs of the Company. The Board may at any time designate one or more other Persons to be officers of the Company and/or to assist in carrying out the Board’s decisions and the day-to-day activities of the Company. The Directors on the Board and any officers are not “managers” as that term is used in the Act. Any officers who are designated as such shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board in accordance with Section 8.1. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board, in each case in accordance with Section 8.8 and Section 8.9, respectively. Designation of an officer shall not of itself create contract rights.
Management by Board. The Company and the Business are to be managed by or under the direction of the Board. The Board may exercise all the powers of the Company, except any powers that the Corporations Act, the Constitution and/or this Agreement vest in the Shareholders.
Management by Board. The business and affairs of the Company ------------------- shall be managed under the direction of a board of managers consisting of three members. The board of managers shall act by majority vote of the total number of members of the board. The members of the board of managers shall be designated by vote of the Members voting as follows: The Priority Members (as defined in section 4.1) shall have 90.9% of the votes, allocated among the Priority Members in accordance with their Priority Percentages (as defined in section 4.1), and the Common Members (as defined in section 4.1) shall have 9.1% of the votes, allocated among the Common Members in accordance with their Common Percentages (as defined in section 4.1). The Members hereby designate Ian X.X. Xxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxxxx Xxxxxxxxxx and S. Xxxxxx Xxxxxxx as the initial members of the board of managers. Action may be taken by the board of managers at a meeting (at which members of the board may participate in person or by telephone), by polling members of the board without a meeting, or by a writing signed by a majority of the members of the board of managers, except that no action may be taken by a writing unless all members of the board are first given notice of, and a reasonable opportunity to comment upon, the proposed action. The board of managers shall hold meetings at such intervals, and shall adopt such rules of procedure, as it may from time to time determine. Any member of the board of managers may designate another person to act as his substitute at any meeting or in connection with any action to be taken by the board of managers. Members of the board of managers shall not be compensated for their services as such.
Management by Board. The affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and do all lawful acts and things necessary or appropriate to carry out the purposes of the Xxxxxxxxxxx.Xxxxxxxxxx by Board;
Management by Board. The business and affairs of the Company shall be managed by a board of directors (the “Board”). Each member of the Board (each a “Director”) shall have one vote on all matters submitted to the Board (whether the consideration of such matter is taken at a meeting, by written consent or otherwise).
Management by Board. (a) The business and affairs of the Company shall be managed under the direction of the Board, and the Board shall have all power and authority to manage and direct the business and affairs of the Company, subject to the provisions of Section 5.4 and 6.1. The Board may delegate powers and authority to Board subcommittees and to Officers, subject to the provisions of this Agreement. Any power not delegated by the Board shall remain with the Board. Approval by or action taken by the Board in accordance with this Agreement shall constitute approval or action by the Company, subject to Sections 5.4 and 6.1.
(b) The Board shall at all times consist of five (5) members (each, a "Director"). Directors need not be Members. Each Director shall serve until his earlier resignation, removal, death, or inability to serve. Any Director may resign at any time upon written notice to the Company, and acceptance of the resignation is not necessary to make it effective. The initial Directors shall be Xxxxxx, Jensen, VanDeursen, Xxx Xxxxxxx, and Xxx Xxxxxx.
(c) The initial Directors are appointed and agreed to in order to provide proportional representation of the initial members of the Company. Xxxxxx and Xxxxxx are deemed to represent ICI (the “ICI Directors”), Xxx Xxxxxxx and Xxx Xxxxxx are deemed to represent ATPA (the “ATPA Directors”), and XxxXxxxxxx is deemed to represent himself. Until the admission of any Members in addition to the initial members or a change in the relative Membership Interests held by such initial members, ICI shall retain the right to appoint any new Director to replace an ICI Director who leaves the Board for any reason, ATPA shall retain the right to appoint any mew Director to replace an ATPA Director who leaves the Board for any reason, and the ICI Directors and the ATPA Directors shall together shall retain the right to appoint a new Director to replace XxxXxxxxxx if XxxXxxxxxx shall leave the Board for any reason. Thereafter, vacancies on the Board may be filled by the remaining Directors or, if no Directors are then serving, by Approval of the Members.
Management by Board. The business and affairs of the Company shall be managed by a committee of individuals (each a “Director” and collectively the “Board”). Subject to the terms of this Agreement, the Board shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company. The actions of the Board or of parties expressly authorized by the Board in accordance with the provisions of this Agreement shall bind the Company. Neither the Member, any individual Director, any officer, any staff member, nor any other person shall have any authority or right to act on behalf of or bind the Company, except as specifically authorized by the Board or as otherwise provided herein. The Board is expected to delegate authority to Officers and staff as described below.
Management by Board. Except for matters expressly reserved to the Members under this Agreement or the LLC Act or otherwise restricted under this Agreement, responsibility for management of the business and affairs of the Company shall be delegated to and vested in a board of managers (the “Board”) pursuant to Section 18-402 of the LLC Act. The Board shall have all of the authority of a “manager” under the LLC Act, and, except to the extent expressly provided for in this Agreement or the LLC Act or otherwise restricted under this Agreement, no Member shall have any authority, right or power, by virtue of being a Member, to Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. bind the Company, or to manage or control, or to participate in the management or control of, the business and affairs of the Company in any manner whatsoever. Except for matters expressly reserved to the Members under this Agreement or the LLC Act, the Board shall have full and complete authority, power and discretion to manage and control the business and affairs of the Company, to make all decisions with respect thereto and to perform any and all other acts or activities customary or incident to the management of the Company’s business and affairs. The Board (acting on behalf of the Company) shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, deemed by the Board to be necessary or appropriate to effectuate the purposes of the Company, including the power and authority on behalf of the Company:
(i) to develop, review and approve annual budgets, policies, operating guidelines and other operational items for the Company;
(ii) to arrange for the engagement of such personnel and agents of the Company as may be necessary or convenient to carry out the business and affairs of the Company, and to adopt plans for the compensation of such personnel and agents;
(iii) to establish such reasonable cash reserves to provide for anticipated expenses of the Company as the Board determines to be necessary for timely payment of such expenses; and
(iv) to authorize, approve, make, execute, assign, acknowledge and file on behalf of the Company any and all agreements, documents o...
Management by Board. Except as otherwise provided in this Declaration, the relevant Bylaws, and the Act, each Board shall act on behalf of its Association. Each Board member and officer of each Association shall exercise ordinary and reasonable care in the performance of its duties.
