Management by Board of Managers. (a) Except for situations in which the approval of the Members is required by this Operating Agreement or by nonwaivable provisions of the Act, and subject to the provisions of Section 8.2, 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 Board of Managers, and the Board of Managers may make all decisions and take all actions for the Company not otherwise provided for in this Operating Agreement, including, without limitation, the following:
(i) To manage, supervise and conduct the day-to-day affairs of the Company.
(ii) To direct the expenditure of the capital and profits of the Company in furtherance of the Company’s purposes.
(iii) To direct the investment of Company funds in any manner deemed appropriate or convenient by the Board of Managers to be in the best interests of the Company.
(iv) To enter into operating agreements, joint participations, joint ventures, and partnerships with others containing such terms, provisions and conditions as the Board of Managers shall approve.
(v) To cause the Company to borrow money from banks and other lending institutions for any Company purpose and in connection therewith to mortgage, grant a security interest in or hypothecate all of the assets of the Company.
(vi) To sell, dispose, abandon, trade or exchange assets (but not a sale, disposition, abandonment, trade, or exchange of all or any substantial portion of the Company’s assets) of the Company, upon such terms and conditions and for such consideration as the Board of Managers deems appropriate.
(vii) To enter into agreements and contracts with any Member or an Affiliate of any Member and to give receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto as the Board of Managers may deem advisable or appropriate; provided, however, that a majority of the disinterested Managers must determine that the transaction is fair and reasonable to the Company and any such agreement or contract shall be on terms as favorable to the Company as could be obtained from any third party.
(viii) To make distributions in accordance with and subject to the limitations set forth in Article 6 of this Operating Agreement.
(ix) To amend this Operating Agreement in accordance with the provision of Section 14.10.
(b) Except as otherwise provided in this Operating Agreement, all acts of the Board of Managers will be by majority...
Management by Board of Managers. (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of one (1) to five (5) individuals (the “Managers” and each a “Manager”), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of three (3) members, who shall be Xxxxxxx X. Xxxxxx, Xxxxxxx X.
Management by Board of Managers. (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of one (1) to fifteen (15) individuals (the “Managers”), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of three (3) members, who shall be Xxx Xxxxxxx, Xxxxxxx X. Xxxx and Xxxx X. Xxxxxxxxxxx.
(b) Each Manager shall be elected by the Member and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier removal, resignation, death or disability. The Member may remove any Manager from the Board or from any other capacity with the Company at any time, with or without cause. A Manager may resign at any time upon written notice to the Member.
(c) Any vacancy occurring on the Board as a result of the resignation, removal, death or disability of a Manager or an increase in the size of the Board shall be filled by the Member. A Manager chosen to fill a vacancy resulting from the resignation, removal, death or disability of a Manager shall serve the unexpired term of his or her predecessor in office.
Management by Board of Managers. Subject to the provisions of the Act and any limitations in this Agreement as to action to be authorized or approved by the Members, all management powers over the business and affairs of the Company shall be exclusively vested in a board of managers (the "Board of Managers"). Collectively, members of the Board of Managers (each, a "Manager") shall constitute "managers" of the Company within the meaning of the Act. The Board of Managers on the Effective Date shall be the Persons set forth in Exhibit 5.1 hereto. The Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents of the Company. The Members, by virtue of their status as members of the Company, shall not have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Managers, and the day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction of the Board of Managers) shall have full power and authority to do all things on such terms as they, in their Sole Discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.
Management by Board of Managers. (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the "Board"), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of at least one (1) individual (the "Managers"), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of 2 members, who shall be manager and manager.
(b) Each Manager shall be elected by the Member and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier removal, resignation, death or disability. The Member may remove any Manager from the Board or from any other capacity with the Company at any time, with or without cause. A Manager may resign at any time upon written notice to the Board.
(c) Any vacancy occurring on the Board as a result of the resignation, removal, death or disability of a Manager or an increase in the size of the Board shall be filled by the Member. A Manager chosen to fill a vacancy resulting from the resignation, removal, death or disability of a Manager shall serve the unexpired term of his or her predecessor in office.
Management by Board of Managers. The business and operations of the Company shall be managed by or under the direction of a Board of Managers, who shall be elected in accordance with this Section 10 (the “Board”). For purposes of this Agreement, each member of the Board shall be considered a “Manager” (as defined in § 18-101(10) of the Act); provided, however, that no Manager acting individually in his or her capacity as a Manager shall have the authority to bind the Board or the Company. Except as otherwise specifically set forth in this Agreement, the Board (without the consent or approval of the Member) shall have the right, authority, power and discretion to control, direct, manage and administer the business and affairs of the Company and to do all things necessary to carry on the businesses and purpose of the Company. The acts of the Board shall bind the Company when taken within the scope of the Board’s authority and discretion expressly granted hereunder.
Management by Board of Managers. The business and affairs of the Company shall be managed by, and shall be under the exclusive control and direction of, a Board of Managers consisting of no fewer than seven (7) nor more than nine (9) Managers (the "Board"). One
(1) Manager shall be appointed by each of the Initial Members of the Company; provided, however, that any Initial Member shall lose such power of appointment upon the Transfer or attempted Transfer (as defined in Section 11.1 below) of any portion of its Membership Interest prior to any public offering of equity interests in the Company. One Manager shall be the individual elected by the Board to serve as the Company's Chief Executive Officer. The remaining Managers shall be elected by the majority vote of the appointed Managers. Any Manager appointed by an Initial Member may only be removed, or replaced in the event of resignation, by that Initial Member. Managers elected by the other Managers may be removed at any time for any reason by the affirmative vote of a majority of the Board. The Board shall elect from among the Managers, and may remove at any time for any reason, a Chairman, who shall preside at all Board meetings and exercise such other duties as are usually vested in the office of chairman of the board. In the absence of the Chairman, the Tax Matters Manager shall preside at Board meetings as Acting Chairman.
Management by Board of Managers. (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the "Board"), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of one (1) to five (5) individuals (the "Managers"), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of two (2) members and the individuals serving as Managers are set forth on Exhibit A (which shall be updated and amended, as appropriate, from time to time to reflect the composition of the Board at that time).
(b) Each Manager shall be elected by the Member and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier removal, resignation, death or disability. The Member may remove any Manager from the Board or from any other capacity with the Company at any time, with or without cause. A Manager may resign at any time upon written notice to the Member.
(c) Any vacancy occurring on the Board as a result of the resignation, removal, death or disability of a Manager or an increase in the size of the Board shall be filled by the Member. A Manager chosen to fill a vacancy resulting from the resignation, removal, death or disability of a Manager shall serve the unexpired term of his or her predecessor in office.
Management by Board of Managers. (a) Subject to such matters as are expressly reserved hereunder or under the Act to the Members for decision, the business and affairs of the Company shall be managed by a Board of Managers which shall be responsible for policy-setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of at least one (1) but not more than nine (9) Managers, the exact number of Managers to be determined from time to time by resolution of the Board. The initial Board shall consist of three (3) Managers ("Initial ------- Managers"), as set forth on Schedule B hereto. --------
(b) Each Manager (other than the Initial Managers) shall be elected by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members, and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier removal, resignation, death or disability. To effectuate the provisions of this Section 4.1(b), the Secretary of the Company, or if there be no Secretary such other officer of the Company as the Board may appoint to fulfill the duties of Secretary (the "Secretary"), shall not record any vote or --------- consent contrary to or inconsistent with the terms of this Section 4.1(b).
(c) Each Member hereby agrees that (i) any Manager may be removed from the Board at any time, with or without cause, by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members and (ii) a Manager may resign at any time upon written notice to the Board.
(d) Any vacancy occurring on the Board as a result of the resignation, removal, death or disability of a Manager or an increase in the size of the Board shall be filled by a Majority of the Members. A Manager chosen to fill a vacancy resulting from the resignation, removal, death or disability of a Manager shall serve the unexpired term of his or her predecessor in office.
Management by Board of Managers. (a) Subject to such matters which are expressly reserved hereunder or under the TBOC to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall be initially comprised of one person and shall thereafter be comprised of such size to be determined from time to time by the Member (each, a “Manager”).
(b) Each Manager shall be elected by the Member and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier removal, resignation, death or disability. The Member may remove any Manager from the Board or from any other capacity with the Company at any time, with or without cause. A Manager may resign at any time upon written notice to the Member.
(c) Any vacancy occurring on the Board as a result of the resignation, removal, death or disability of a Manager or an increase in the size of the Board may be filled by the Member.
