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.
Appears in 3 contracts
Samples: Gem Nevada LLC, Gem Nevada LLC, Gem Nevada LLC
Management by Board. The business and affairs of the Company ------------------- 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.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Gem Nevada LLC), Gem Nevada LLC
Management by Board. The business and affairs of the Company ------------------- 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)Member. The Members Member hereby designate designates 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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Gem Nevada LLC)