Common use of Management by Board of Managers Clause in Contracts

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 vote of the disinterested Managers. The following acts shall require a Super Majority Vote of the disinterested Managers: (i) The removal of the Chief Executive Officer of the Company pursuant to Section 7.3; (ii) The removal of a Manager pursuant to Section 8.6; and (iii) The approval of any action taken by the Board of Managers in writing without a meeting of the Board of Managers pursuant to Section 8.14.

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 ActAct and, except for those powers delegated to the Managing Member, 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 direct and conduct oversee the day-to-day affairs Managing Member in its implementation of the Companydecisions of the Board of Managers. (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 participationsparticipation, joint ventures, and partnerships with others with respect to the ethanol plant and any other assets of the Company, 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, including the Managing Member and any Affiliate of the Managing 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 the terms and provisions of this Operating Agreement in accordance with the provision of Section 14.10Agreement. (b) Except as otherwise provided in this Operating Agreement, all All acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts shall require a Super Majority Vote of Managers except for the disinterested Managersfollowing: (i) The removal Changes in the corn delivery process, pricing and Corn Delivery Agreement shall require the affirmative vote of the Chief Executive Officer Class B representative of the Company pursuant to Section 7.3;Board of Managers and the vote of all but one of the other members of the Board of Managers. (ii) The removal Except as set forth in (iv) below, amendments to this Operating Agreement and/or the Articles shall require the vote of a Manager pursuant to Section 8.6; andthe Class B representative of the Board of Managers and the vote of all but one of the other members of the Board of Managers. (iii) The approval authorization of any action taken by the Board sale of Managers in writing without a meeting additional Capital Units shall require the vote of the Class B representative of the Board of Managers and the vote of all but one of the other members of the Board of Managers. (iv) Amendments to the sections of this Operating Agreement dealing with the rights, responsibilities and compensation of the Managing Member shall require the consent of the Managing Member and the vote of all but one of the total Class A and Class C representatives on the Board of Managers. (v) Removal of the Managing Member pursuant to Section 8.149.1, and appointment of a replacement Managing Member shall require the vote of all but one of the Class A and Class C representatives on the Board of Managers. (vi) The authorization of any borrowing of money by the Company shall require the vote of the Class B representative of the Board of Managers and the vote of all but two of the other members of the Board of Managers. (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers may not cause the Company to take any action set forth in Section 3.9(e), without first obtaining the required approval of each Class of Members. (d) For the purposes of this Operating Agreement, a disinterested Manager shall be a Manager who does not have a material financial interest in any contract or agreement to be approved by the Board of Managers. A Manager who has a material financial interest in any contract or agreement shall not vote on such contract or agreement. A Manager’s interest in a Corn Delivery Agreement shall not be deemed to be a material financial interest. If a Manager is an Affiliate or relative of a party with respect to which the Board of Managers intends to act, such Manager shall be deemed to be interested.

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 and/or the provision of Section 14.10Articles. (b) Except as otherwise provided in this Operating Agreement, all acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts shall require a Super Majority Vote of the disinterested Managers: (i) A decision to distribute Net Cash from Operations other than in accordance with the requirements of Section 6.2; (ii) The removal of the Chief Executive Officer any officer or agent of the Company pursuant to Section 7.3; (iiiii) Changing the number of Managers of the Company pursuant to Section 8.4; (iv) The removal of a Manager pursuant to Section 8.6; and (iiiv) The amendment of this Operating Agreement and/or the Articles pursuant to Section 14.11. (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers may not cause the Company to take any action set forth in Section 3.9(c), without first obtaining the required approval of the Members. (d) For the purposes of this Operating Agreement, a disinterested Manager shall be a Manager who does not have a material financial interest in any action taken contract or agreement to be approved by the Board of Managers Managers. A Manager who has a material financial interest in writing without any contract or agreement shall not vote on such contract or agreement. A Manager’s interest in a meeting Corn Delivery Agreement shall not be deemed to be a material financial interest. If a Manager is an Affiliate or immediate family member (spouse, parent, child, or sibling) of a party with respect to which the Board of Managers pursuant intends to Section 8.14act, such Manager shall be deemed to be interested.

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 vote of the disinterested Managers. The following acts shall require a Super Majority Vote of the disinterested Managers: (i) The removal of the Chief Executive Officer of the Company pursuant to Section 7.3; (ii) The removal of a Manager pursuant to Section 8.6; and (iii) The approval of any action taken by the Board of Managers in writing without a meeting of the Board of Managers pursuant to Section 8.14. (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers may not cause the Company to take any action set forth in Section 3.9(b), without first obtaining the required approval of the Members. (d) For the purposes of this Operating Agreement, a disinterested Manager shall be a Manager who does not have a financial interest or affiliation in any contract or agreement to be approved by the Board of Managers. A Manager who has a financial interest or affiliation in any contract or agreement shall not vote on such contract or agreement. If a Manager is an Affiliate or immediate family member (spouse, parent, child, or sibling) of a party with respect to which the Board of Managers intends to act, such Manager shall be deemed to be interested. A Manager shall not be prohibited from voting on the approval of any contract which is made available to all Members of the Company, such as a soybean delivery or similar agreement shall not be prohibited from voting on the approval of the Disposition of the Capital Units, and shall not be prohibited from voting on the approval of per diem and other compensation which is made applicable to all Managers pursuant to Section 8.20.

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.; and (ix) To amend this Operating Agreement in accordance with until the provision of Section 14.10next Annual Meeting at which time the Members must approve the Amendment, or the Amendment shall become void. (b) Except as otherwise provided in this Operating Agreement, all acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts shall require a Super Majority Vote of the disinterested Managers: (i) A decision to distribute Net Cash from Operations other than in accordance with the requirements of Section 6.2; (ii) The appointment and removal of the Chief Executive Officer any officer or agent of the Company pursuant to Section Sections 7.2 and 7.3; (iiiii) The removal of a Manager pursuant to Section 8.6; and (iiiiv) The approval receipt of any action taken per diem or other compensation by the Board of Managers in writing without for attending meetings and serving as a meeting Manager pursuant to Section 8.20. (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers pursuant may not cause the Company to take any action set forth in Section 8.143.9(b), without first obtaining the required approval of the Members. (d) For the purposes of this Operating Agreement, a disinterested Manager shall be a Manager who does not have a material financial interest in any contract or agreement to be approved by the Board of Managers. A Manager who has a material financial interest in any contract or agreement shall not vote on such contract or agreement unless such contract or agreement applies to all Members. If a Manager is an Affiliate or immediate family member (spouse, parent, child, or sibling) of a party with respect to which the Board of Managers intends to act, such Manager shall be deemed to be interested.

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 non waivable 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 s 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.private; (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.; and (ix) To amend this Operating Agreement in accordance with until the provision of Section 14.10next Annual Meeting at which time the Members must approve the Amendment, or the Amendment shall become void. (b) Except as otherwise provided in this Operating Agreement, all acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts shall require a Super Majority Vote of the disinterested Managers: (i) A decision to distribute Net Cash from Operations other than in accordance with the requirements of 6.2; (ii) The appointment and removal of the Chief Executive Officer any officer or agent of the Company pursuant to Section Sections 7.2 and 7.3; (iiiii) The removal of a Manager pursuant to Section 8.6; and (iiiiv) The approval receipt of any action taken per diem or other compensation by the Board of Managers in writing without for attending meetings and serving as a meeting Manager pursuant to Section 8.20. (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers pursuant may not cause the Company to take any action set forth in Section 8.143.9(b), without first obtaining the required approval of the Members. (d) For the purposes of this Operating Agreement, a disinterested Manager shall be a Manager who does not have a material financial interest in any contract or agreement to be approved by the Board of Managers. A Manager who has a material financial interest in any contract or agreement shall not vote on such contract or agreement unless such contract or agreement applies to all Members. If a Manager is an Affiliate or immediate family member (spouse, parent, child, or sibling) of a party with respect to which the Board of Managers intends to act, such Manager shall be deemed to be interested.

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 14.1014.11. (b) Except as otherwise provided in this Operating Agreement, all acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts shall require a Super Majority Vote of the disinterested Managers: (i) The removal of the Chief Executive Officer of the Company pursuant to Section 7.3; (ii) The removal of a Manager pursuant to Section 8.6; and (iii) The approval of any action taken by the Board of Managers in writing without a meeting of the Board of Managers pursuant to Section 8.14. (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers may not cause the Company to take any action set forth in Section 3.9(b), without first obtaining the required approval of the Members. (d) For the purposes of this Operating Agreement, a disinterested Manager shall be a Manager who does not have a material financial interest in any contract or agreement to be approved by the Board of Managers. A Manager who has a material financial interest in any contract or agreement shall not vote on such contract or agreement. If a Manager is an Affiliate or immediate family member (spouse, parent, child, or sibling) of a party with respect to which the Board of Managers intends to act, such Manager shall be deemed to be interested. A Manager shall not be prohibited from voting on the approval of any contract which is made available to all Members of the Company, such as a soybean delivery or similar agreement shall not be prohibited from voting on the approval of the Disposition of the Capital Units, and shall not be prohibited from voting on the approval of per diem and other compensation which is made applicable to all Managers pursuant to Section 8.20.

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 non waivable 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 s 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.private; (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.; and (ix) To amend this Operating Agreement in accordance with until the provision of Section 14.10next Annual Meeting at which time the Members must approve the Amendment, or the Amendment shall become void. (b) Except as otherwise provided in this Operating Agreement, all acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts shall require a Super Majority Vote of the disinterested Managers: (i) A decision to distribute Net Cash from Operations other than in accordance with the requirements of 6.2; (ii) The appointment and removal of the Chief Executive Officer any officer or agent of the Company pursuant to Section Sections 7.2 and 7.3; (iiiii) The removal of a Manager pursuant to Section 8.6; and (iiiiv) The approval receipt of any action taken per diem or other compensation by the Board of Managers in writing without for attending meetings and serving as a meeting Manager pursuant to Section 8.20. (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers pursuant may not cause the Company to take any action set forth in Section 8.143.8(b), without first obtaining the required approval of the Members. (d) For the purposes of this Agreement, a disinterested Manager shall be a Manager who does not have a material financial interest in any contract or agreement to be approved by the Board of Managers. A Manager who has a material financial interest in any contract or agreement shall not vote on such contract or agreement unless such contract or agreement applies to all Members. If a Manager is an Affiliate or immediate family member (spouse, parent, child, or sibling) of a party with respect to which the Board of Managers intends to act, such Manager shall be deemed to be interested.

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.; and (ix) To amend this Operating Agreement in accordance with until the provision of Section 14.10next Annual Meeting at which time the Members must approve the Amendment, or the Amendment shall become void. (b) Except as otherwise provided in this Operating Agreement, all acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts shall require a Super Majority Vote of the disinterested Managers: (i) A decision to distribute Net Cash from Operations other than in accordance with the requirements of Section 6.2; (ii) The appointment and removal of the Chief Executive Officer any officer or agent of the Company pursuant to Section Sections 7.2 and 7.3; (iiiii) The removal of a Manager pursuant to Section 8.6; and (iiiiv) The approval receipt of any action taken per diem or other compensation by the Board of Managers in writing without for attending meetings and serving as a meeting Manager pursuant to Section 8.20. (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers pursuant may not cause the Company to take any action set forth in Section 8.143.9(Єb), without first obtaining the required approval of the Members. (d) For the purposes of this Operating Agreement, a disinterested Manager shall be a Manager who does not have a material financial interest in any contract or agreement to be approved by the Board of Managers. A Manager who has a material financial interest in any contract or agreement shall not vote on such contract or agreement. A Manager’s interest in a Member or Corn Delivery Agreement shall not be deemed to be a material financial interest. If a Manager is an Affiliate or immediate family member (spouse, parent, child, or sibling) of a party with respect to which the Board of Managers intends to act, such Manager shall be deemed to be interested.

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 ActAct and, except for those powers delegated to the Managing Member, 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 direct and conduct oversee the day-to-day affairs Managing Member in its implementation of the Companydecisions of the Board of Managers. (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 participationsparticipation, joint ventures, and partnerships with others with respect to the ethanol plant and any other assets of the Company, 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, including the Managing Member and any Affiliate of the Managing 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 the terms and provisions of this Operating Agreement in accordance with the provision of Section 14.10Agreement. (b) Except as otherwise provided in this Operating Agreement, all All acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts shall require a Super Majority Vote of Managers except for the disinterested Managersfollowing: (i) The removal Changes in the corn delivery process, pricing and Corn Delivery Agreement shall require the affirmative vote of the Chief Executive Officer Class B representative of the Company pursuant to Section 7.3;Board of Managers and the vote of all but one of the other members of the Board of Managers. (ii) The removal Except as set forth in (iv) below, amendments to this Agreement and/or the Articles shall require the vote of a Manager pursuant to Section 8.6; andthe Class B representative of the Board of Managers and the vote of all but one of the other members of the Board of Managers. (iii) The approval authorization of any action taken by the Board sale of Managers in writing without a meeting additional Capital Units shall require the vote of the Class B representative of the Board of Managers and the vote of all but one of the other members of the Board of Managers. (iv) Amendments to the sections of this Agreement dealing with the rights, responsibilities and compensation of the Managing Member shall require the consent of the Managing Member and the vote of all but one of the total Class A and Class C representatives on the Board of Managers. (v) Removal of the Managing Member pursuant to Section 8.149.1, and appointment of a replacement Managing Member shall require the vote of all but one of the Class A and Class C representatives on the Board of Managers. (vi) The authorization of any borrowing of money by the Company shall require the vote of the Class B representative of the Board of Managers and the vote of all but two of the other members of the Board of Managers. (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers may not cause the Company to take any action set forth in Section 3.8(e), without first obtaining the required approval of the Class A Members, Class B Members and Class C Members. (d) For the purposes of this Agreement, a disinterested Manager shall be a Manager who does not have a material financial interest in any contract or agreement to be approved by the Board of Managers. A Manager who has a material financial interest in any contract or agreement shall not vote on such contract or agreement. A Manager’s interest in a Corn Delivery Agreement shall not be deemed to be a material financial interest. If a Manager is an Affiliate or relative of a party with respect to which the Board of Managers intends to act, such Manager shall be deemed to be interested.

Management by Board of Managers. (a) Except for situations in which when the approval of the Members is required by this Operating Agreement or by nonwaivable provisions of the Act, 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 direct and conduct oversee the day-to-day affairs officers of the CompanyCompany in their implementation of the decisions of the Board of Managers. (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 participationsparticipation, joint ventures, and partnerships with others with respect to the ethanol plant and any other assets of the Company, 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 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 the terms and provisions of this Operating Agreement in accordance with the provision of Section 14.10Agreement. (b) Except as otherwise provided in this Operating Agreement, all All acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts Managers except for the following, which shall require a Super Majority Vote the affirmative vote of at least seven of the nine representatives of the Board of Managers, or, if three or more Managers are not disinterested, then by seventy five percent (75%) of the disinterested Managers, without regard to which class of Members elected the representative: (i) The removal of the Chief Executive Officer of the Company pursuant Amendments to Section 7.3;this Operating Agreement (ii) The removal authorization of a Manager pursuant to Section 8.6; andthe sale of additional Capital Units (iii) The authorization of any borrowing of money in an amount exceeding $50,000.00 by the Company (c) Notwithstanding the provisions of Section 8.1(a), the Board of Managers may not cause the Company to take any action set forth in Section 3.9(e), without first obtaining the required approval of the Members, as described therein. (d) For the purposes of this Operating Agreement, a disinterested Manager shall be a Manager who does not have a material financial interest in any action taken contract or agreement to be approved by the Board of Managers Managers. A Manager who has a material financial interest in writing without any contract or agreement shall not vote on such contract or agreement. A Manager’s interest in a meeting grain delivery agreement or a distiller’s grain purchase agreement shall not be deemed to be a material financial interest. If a Manager is an Affiliate or relative of a party with respect to which the Board of Managers pursuant intends to Section 8.14act, such Manager shall be deemed to be interested.

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. (viii) 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. (viiiii) To make distributions in accordance with and subject to the limitations set forth in Article 6 of this Operating Agreement. (ixiii) To amend this Operating Agreement in accordance with the provision of Section 14.10. (ba) Except as otherwise provided in this Operating Agreement, all acts of the Board of Managers will be by majority vote of the disinterested Managers. The following acts shall require a Super Majority Vote of the disinterested Managers: (i) The removal of the Chief Executive Officer of the Company pursuant to Section 7.3; (ii) The removal of a Manager pursuant to Section 8.6; and (iii) The approval of any action taken by the Board of Managers in writing without a meeting of the Board of Managers pursuant to Section 8.14.