Common use of Management by Board Clause in Contracts

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. (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 SXE GP 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 8.17.11(c)(vii). 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, respectively7.11(c)(vi). Designation of an officer shall not of itself create contract rights.