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Common use of Management Committee Clause in Contracts

Management Committee. (a) Bluerock and Cxxxxxx hereby establish a management committee (the “Management Committee”). The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Member that appointed him or her (the “Representatives”) as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to represent Bluerock; and (ii) Cxxxxxx shall be entitled to designate two (2) Representatives to represent Cxxxxxx. The initial members of the Management Committee are set forth on Exhibit A. Bluerock and Cxxxxxx each represents, warrants and covenants that the Representatives designated by them on Exhibit A have, and shall at all times have, the full power and authority to make decisions and vote as a member of the Management Committee, and that such Representatives’ votes as members of the Management Committee will be binding on each of them and any transferee of all or a portion of their Interest; unless and until such time as Bluerock or Cxxxxxx or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative. (b) Each member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a). (c) The Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as may be necessary for the conduct of the Company’s business on at least five (5) days prior written notice of the time and place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement. (d) The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company. (e) The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock and one (1) Representative appointed by Cxxxxxx; provided, however, that if Cxxxxxx has not appointed at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each Cxxxxxx Representative has been removed and not replaced), then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Cxxxxxx shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee. (f) Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting. (g) Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee. (h) Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Management Committee. (a) Bluerock and Cxxxxxx CWS hereby establish a management committee (the “Management Committee”). The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Member that appointed him or her (the “Representatives”) as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to represent Bluerock; and (ii) Cxxxxxx CWS shall be entitled to designate two (2) Representatives to represent CxxxxxxCWS. The initial members of the Management Committee are set forth on Exhibit A. Bluerock and Cxxxxxx CWS each represents, warrants and covenants that the Representatives designated by them on Exhibit A have, and shall at all times have, the full power and authority to make decisions and vote as a member of the Management Committee, and that such Representatives’ votes as members of the Management Committee will be binding on each of them and any transferee of all or a portion of their Interest; unless and until such time as Bluerock or Cxxxxxx CWS or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative. (b) Each member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a). (c) The Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as may be necessary for the conduct of the Company’s business on at least five (5) days prior written notice of the time and place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement. (d) The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company. (e) The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock and one (1) Representative appointed by CxxxxxxCWS; provided, however, that if Cxxxxxx CWS has not appointed at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each Cxxxxxx CWS Representative has been removed and not replaced), then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Cxxxxxx CWS shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee. (f) Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting. (g) Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee. (h) Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and and, to the extent permitted by applicable law, each Member hereby expressly waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of such Representatives and the Members is to not act Representative and/or Member acts in accordance with fraud, intentional misconduct or a knowing and culpable violation of lawDue Care. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member. (i) Subject to obtaining any necessary Lender approvals, Bluerock, in its sole discretion, may at any time elect to cause the Company to transfer one or more of the Properties (each, a “Divided Property”) to a new limited liability company (an “LLC”) formed for the purpose of owning such Divided Property, which LLC shall be owned by the Members in the same percentages as such Members own their Interests in the Company. The operating agreement for the LLC shall be substantially similar in form to this Agreement except (i) as mutually agreed by the Members and (ii) that revisions shall be made to this Agreement and the operating agreements for the LLCs to reflect that the distributions under Section 6.1(c) shall be made on an aggregate basis with respect to the Company and the Divided Property LLCs with the effect that the distribution economics as set forth under Section 6.1(c) hereof shall be respected among the Company and the Divided Property LLCs on an aggregated basis (for purposes of clarity, no amounts shall be distributable under Section 6.1(c)(7) of any Divided Property LLC or this Agreement (as revised) unless and until the aggregate Preferred Return and Capital Contributions have first been distributed with respect to the Company and all Divided Property LLCs). The transfer of a Divided Property to an LLC shall be structured to qualify as a partnership division pursuant to Treas. Reg. § 1.708-1(d), and shall be accomplished by transferring 100% of the membership interest in the Owner that owns the Divided Property to the LLC and as otherwise described in Treas. Reg. § 1.708-1(d)(3)(i)(A). The LLC shall take the Divided Property subject to the Company’s obligations under the Loan documentation and the related security agreements, and the Manager is authorized to execute, and shall execute, all necessary documents and take all other actions on behalf of the Company to effectuate such transfer. All costs and expenses of effecting a Divided Property incurred by the Company shall be borne by Bluerock. If Bluerock desires to exchange a Property, including, without limitation, a Divided Property, pursuant to a Code Section 1031 exchange and CWS and Promote Member do not, then Bluerock may, after or concurrently with the sale of such Property, cause the exchange property to be acquired by the LLC, provided that concurrently with the sale of such Property, Bluerock shall cause CWS’ and Promote Members’ interest in the Company with respect to the sold Property to be redeemed for an amount equal to what CWS and the Promote Member would have received had such Property been sold and proceeds were distributed pursuant to Section 6 of this Agreement rather than used to consummate a Code Section 1031 exchange.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Management Committee. (a) Bluerock and Cxxxxxx Hawthorne hereby establish a management committee (the “Management Committee”). The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Member that appointed him or her (the “Representatives”) as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to represent Bluerock; and (ii) Cxxxxxx Hawthorne shall be entitled to designate two (2) Representatives to represent CxxxxxxHawthorne. The initial members of the Management Committee are set forth on Exhibit A. Bluerock and Cxxxxxx each X. Xxxxxxxxx represents, warrants and covenants that the Representatives designated by them Hawthorne on Exhibit A have, and shall at all times have, the full power and authority to make decisions and vote as a member of the Management Committee, and that such Representatives’ votes as members of the Management Committee will be binding on each of them Hawthorne and any transferee of all or a portion of their Hawthorne’s Interest; unless and until such time as Bluerock Hawthorne or Cxxxxxx or their its transferee notifies the other Member Bluerock of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative. (b) Each member of the Management Committee Committee, subject to Section 9.1(b), shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative shall appoint his his/her or her successor. A Member shall lose its right to have Representatives representatives on the Management Committee, and its Representatives representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a). (c) The Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as may be necessary for the conduct of the Company’s business on at least five (5) days prior written notice of the time and place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is are not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement. (d) The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his his/her or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company. (e) The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock and one (1) Representative appointed by CxxxxxxHawthorne; provided, however, that if Cxxxxxx Hawthorne has not appointed at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each Cxxxxxx Hawthorne Representative has been removed and not replaced), then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Cxxxxxx Hawthorne shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee, except as specifically set forth on Exhibit E. Exhibit E may only be amended to remove items specified therein by a unanimous vote of the Representatives. (f) Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting. (g) Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee. (h) Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

Appears in 2 contracts

Samples: Limited Liability Company/Joint Venture Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Management Committee. (a) Bluerock BEMT, BR MDA Investors and Cxxxxxx SOIF hereby establish a management committee (the “Management Committee”). The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Member that appointed him or her (the “Representatives”) as follows: (i) Bluerock BEMT shall be entitled to designate two (2) Representatives to represent BluerockBEMT; and (ii) Cxxxxxx SOIF shall be entitled to designate two (2) Representatives to represent CxxxxxxSOIF. The initial members of the Management Committee are set forth on Exhibit A. Bluerock and Cxxxxxx each represents, warrants and covenants that the Representatives designated by them on Exhibit A have, and BR MDA Investors shall at all times have, the full power and authority not be entitled to make decisions and vote as appoint a member of Representative to the Management Committee, and that such Representatives’ votes as members of the Management Committee will be binding on each of them and any transferee of all or a portion of their Interest; unless and until such time as Bluerock or Cxxxxxx or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative. (b) Each member of the Management Committee Committee, subject to Section 9.1(b), shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or her. If a vacancy occurs on the Management Committee, the Person Member with the right to appoint and remove such vacating Representative shall appoint his his/her or her successor. A Member shall lose its right to have Representatives representatives on the Management Committee, and its Representatives representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock BEMT or a Bluerock BEMT Transferee Transfers all or a portion of its Interest to a Bluerock BEMT Transferee pursuant to Section 12.2, such Bluerock BEMT Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock BEMT under this Section 9 as may be agreed to between Bluerock BEMT or the Bluerock BEMT Transferee which is transferring the Interest, on the one hand, and the Bluerock BEMT Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock BEMT was theretofore entitled to appoint pursuant to Section 9.2(a). If SOIF or a SOIF Transferee Transfers all or a portion of its Interest to a SOIF Transferee pursuant to Section 12.2, such SOIF Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of SOIF under this Section 9 as may be agreed to between SOIF or the SOIF Transferee which is transferring the Interest, on the one hand, and the SOIF Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that SOIF was theretofore entitled to appoint pursuant to Section 9.2(a). (c) The Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as may be necessary for the conduct of the Company’s business on at least five (5) days prior written notice of the time and place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is are not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement. (d) The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his his/her or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company. (e) The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock BEMT and one (1) Representative appointed by CxxxxxxSOIF; provided, however, that if Cxxxxxx SOIF has not appointed at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each Cxxxxxx SOIF Representative has been removed and not replaced)) or a Representative of SOIF does not appear after two (2) due notices of such meeting, then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by BluerockBEMT; provided further, that if BEMT has not appointed at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each BEMT Representative has been removed and not replaced) or a Representative of BEMT does not appear after two (2) due notices of such meeting, then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by SOIF. Each of the two (2) Representatives appointed by Bluerock BEMT shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Cxxxxxx SOIF shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee. Major Decisions proposed to be taken by the Company shall require the approval of the Management Committee; provided that any Major Decision of the Company either (1) disapproved by all of the Representatives of BEMT or (2) disapproved by all of the Representatives of SOIF shall entitle the non-approving Member to trigger the Buy-Sell set forth in Section 15. (f) Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant to this Section 9 9.2(f) shall constitute presence in person at such meeting. (g) Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee. (h) Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only), shall have any duties or liabilities to the Company or any other Member (Member, including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Management Committee. (a) Bluerock and Cxxxxxx hereby establish a management committee (the "Management Committee"). The Management Committee shall consist of four (4) individuals appointed to act as "representatives" of the Member that appointed him or her (the "Representatives") as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to represent Bluerock; and (ii) Cxxxxxx shall be entitled to designate two (2) Representatives to represent Cxxxxxx. The initial members of the Management Committee are set forth on Exhibit A. Bluerock and Cxxxxxx each represents, warrants and covenants that the Representatives designated by them on Exhibit A have, and shall at all times have, the full power and authority to make decisions and vote as a member of the Management Committee, and that such Representatives' votes as members of the Management Committee will be binding on each of them and any transferee of all or a portion of their Interest; unless and until such time as Bluerock or Cxxxxxx or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative. (b) Each member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, ·including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a). (c) The Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as may be necessary for the conduct of the Company’s 's business on at least five (5) days prior written notice of the time and place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement. (d) The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company. (e) The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock and one (1) Representative appointed by Cxxxxxx; provided, however, that if Cxxxxxx has not appointed at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each Cxxxxxx Representative has been removed and not replaced), then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Cxxxxxx shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee. (f) Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting. (g) Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee. (h) Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s 's interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Management Committee. (a) Bluerock and Cxxxxxx hereby establish Unless otherwise approved by a management committee (Unanimous Vote of the “Management Committee”). The Members, the Management Committee shall consist of a total of four (4) individuals representatives, two of which shall be appointed to act as “representatives” by ERI and two of the which shall be appointed by HEC. Each Member that appointed him or her (the “Representatives”) as follows: (i) Bluerock shall be entitled to remove, at any time by written notice to the other Member, the representative on the Management Committee appointed by such Member. Each Member also shall have the right to designate two (2) Representatives an alternate representative for each representative who shall serve in the place of the originally-appointed representative if such representative is absent or unable to represent Bluerock; and (ii) Cxxxxxx shall be attend a meeting. If a vacancy exists on the Management Committee or with respect to any alternate, whether due to death, resignation, removal or otherwise, the Member entitled to designate two appoint a representative for such vacant position shall take the action necessary to cause such vacancy to be filled; provided that in the case of a vacancy for a representative, its alternate shall serve until such replacement. (2b) Representatives to represent Cxxxxxx. The initial members Chairman of the Management Committee are set forth on Exhibit A. Bluerock and Cxxxxxx each represents, warrants and covenants that (the Representatives designated "Chairman") shall be appointed by them on Exhibit A have, ERI at the first meeting of the Management Committee and shall at all times have, serve until his or her successor is appointed. At the full power and authority to make decisions and vote as a member first annual meeting of the Management Committee, and that such Representatives’ votes the successor Chairman shall be appointed by HEC; thereafter, on an annual basis, as members determined at the annual meeting of the Management Committee will be binding on each of them Committee, the Chairman's position shall rotate between ERI and any transferee of all or a portion of their Interest; unless and until such time as Bluerock or Cxxxxxx or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative. (b) Each member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or herHEC. If a vacancy occurs on in the position of Chairman for whatever reason, including removal by the Member appointing the Chairman, the Member that appointed the previous Chairman shall take the action necessary to fill such vacancy until the next annual meeting. (c) The initial Vice Chairman of the Management Committee (the "Vice Chairman") shall be appointed by HEC at the first meeting of the Management Committee and shall serve until his or her successor is appointed. At the first annual meeting of the Management Committee, the Person with successor Vice Chairman shall be appointed by ERI; thereafter, on an annual basis, as determined at the right to appoint and remove such vacating Representative shall appoint his or her successor. A Member shall lose its right to have Representatives on annual meeting of the Management Committee, the Vice Chairman's position shall rotate between ERI and its HEC. If a vacancy occurs in the position of Vice Chairman for whatever reason, including removal by the Member appointing the Vice Chairman, the Member that appointed the Vice Chairman shall take the action necessary to fill such vacancy until the next annual meeting. (d) Each Member shall take such action as is necessary to effect the foregoing appointments and constitution of the Management Committee. It is the intent of the parties that at any particular time, the Chairman and the Vice Chairman shall be appointed by different Members. (e) Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without not receive any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a). (c) The Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as may be necessary compensation whatsoever for the conduct of the Company’s business on at least five (5) days prior written notice of the time and place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement. (d) The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company. (e) The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock and one (1) Representative appointed by Cxxxxxxtheir services; provided, however, that if Cxxxxxx has not appointed at least one (1) Representative to the Management Committee at Company shall reimburse the time of such meeting (Chairman and Vice Chairman for example, if each Cxxxxxx Representative has been removed all costs and not replaced), then a quorum for a meeting expenses reasonably incurred by them in connection with the management of the Management Committee shall be one (1) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Cxxxxxx shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee. (f) Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held Company pursuant to this Section 9 shall constitute presence in person at such meeting. (g) Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, Article VI. No representative shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee. (h) Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only, shall have any duties or liabilities to prohibited from serving the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist of its Affiliates in law or in equity, and each Member hereby expressly waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, capacity and receiving appropriate compensation for such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Memberservice.

Appears in 1 contract

Samples: Operating Agreement (Northeast Utilities System)

Management Committee. (a) Bluerock and Cxxxxxx hereby establish a management committee (the “Management Committee”). The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Member that appointed him or her (the “Representatives”) as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to represent Bluerock; and (ii) Cxxxxxx shall be entitled to designate two (2) Representatives to represent Cxxxxxx. The initial members of the Management Committee are set forth on Exhibit A. Bluerock and Cxxxxxx each represents, warrants and covenants that the Representatives designated by them on Exhibit A have, and shall at all times have, the full power and authority to make decisions and vote as a member of the Management Committee, and that such Representatives’ votes as members of the Management Committee will be binding on each of them and any transferee of all or a portion of their Interest; unless and until such time as Bluerock or Cxxxxxx or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative. (b) Each member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a). (c) The Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as may be necessary for the conduct of the Company’s business on at least five (5) days prior written notice of the time and place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement. (d) The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company. (e) The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock and one (1) Representative appointed by Cxxxxxx; provided, however, that if Cxxxxxx has not appointed at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each Cxxxxxx Representative has been removed and not replaced), then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Cxxxxxx shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee. (f) Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting. (g) Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee. (h) Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.Section

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Management Committee. (a) Bluerock The business, property and Cxxxxxx hereby establish affairs of the Company shall be managed by and under the direction of a management committee (the "Management Committee"). The Management Committee shall consist be made up of four individuals (4each, a "Manager"), who shall be deemed to be "managers" within the meaning of the Act. Initially, three of the Managers shall be appointed by PDI and one Manager shall be appointed by TCAC. If at any time PDI shall hold 50% or less of the total Interests; PDI shall be required to relinquish (and shall be deemed to have done so) to TCAC its right to appoint one Manager. If at any time TCAC shall hold less than 15% of the total Interests, TCAC shall be required to relinquish (and shall be deemed to have done so) to PDI its right to appoint one Manager. Initially, the individuals appointed by PDI as Managers shall be John Xxxxxxxxx, Xxdixx XxXxxx xxx Greg Xxxxx, and the individual appointed by TCAC as a Manager shall be Lowexx Xxxxxx. Xx a Member shall, pursuant hereto, be deemed to act as “representatives” have relinquished the right to appoint a Manager, such Member shall request that one of the Managers previously appointed thereby resign, and such Manager shall be replaced with a Manager appointed by the other Member. The appointment of each Manager shall be affirmed annually, provided that each Manager shall serve until such Manager is removed by the Member that appointed him him, with or her (without cause, or until he or she resigns. Any Manager may resign at any time by giving written notice of his resignation to all the “Representatives”) as follows: (i) Bluerock Members, or to the Member who appointed such Manager. Such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be entitled specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to designate two (2) Representatives make it effective. Each Member may fill any vacancy existing from time to represent Bluerock; and (ii) Cxxxxxx shall time in their respective designees to the Management Committee. No action may be entitled to designate two (2) Representatives to represent Cxxxxxx. The initial members of taken by the Management Committee are set forth on Exhibit A. Bluerock and Cxxxxxx each represents, warrants and covenants that the Representatives designated by them on Exhibit A haveat any meeting unless a quorum is present, and shall at all times have, the full power and authority to make decisions and affirmative vote as a member of the Management Committee, and that such Representatives’ votes as members of the Management Committee will be binding on each of them and any transferee of all or a portion of their Interest; unless and until such time as Bluerock or Cxxxxxx or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative. (b) Each member majority of such quorum of the Management Committee shall hold office until death, resignation be required for any act or removal at the pleasure decision thereof. A quorum for any meeting of the Management Committee must include Managers appointed by both Members, unless pursuant to this Section 8.1(a), (x) a Member that appointed him or her. If a vacancy occurs on the Management Committeedoes not, the Person with at such time, have the right to appoint and remove such vacating Representative shall appoint his a Manager, or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a(y). (ci) The Management Committee shall meet once every quarter (unless waived by mutual agreement of the MembersManager(s) and at such other times as may be necessary for the conduct of the Company’s business on who failed to attend received at least five (5) days business days' prior written notice of the time and place of meeting, in which case the Managers present at such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement. (d) The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company. (e) The only Representatives required to constitute a quorum for all the purposes of that meeting. The aggregate vote cast by all Managers appointed by a meeting Member shall have a value equal to the Interests held by such Member at the time the votes are cast: i.e., the "Total Management Committee Votes" shall equal 100% and if, for example, the aggregate votes of all Managers appointed by a Member owning 75% of the Management Committee shall be one (1) Representative appointed by Bluerock and one (1) Representative appointed by Cxxxxxx; provided, however, that if Cxxxxxx has not appointed at least one (1) Representative to the Management Committee Interests at the time of such meeting (for example, if each Cxxxxxx Representative has been removed and not replaced), then a quorum for a meeting the vote shall count as 75% of the Total Management Committee shall be one (1) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Cxxxxxx shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management CommitteeVotes. (f) Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting. (g) Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee. (h) Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Paxson Communications Corp)

Management Committee. (a) Bluerock and Cxxxxxx hereby establish a management committee (the "Management Committee"). The Management Committee shall consist of four (4) individuals appointed to act as "representatives" of the Member that appointed him or her (the "Representatives") as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to represent Bluerock; and (ii) Cxxxxxx shall be entitled to designate two (2) Representatives to represent Cxxxxxx. The initial members of the Management Committee are set forth on Exhibit A. Bluerock and Cxxxxxx each represents, warrants and covenants that the Representatives designated by them on Exhibit A have, and shall at all times have, the full power and authority to make decisions and vote as a member of the Management Committee, and that such Representatives' votes as members of the Management Committee will be binding on each of them and any transferee of all or a portion of their Interest; unless and until such time as Bluerock or Cxxxxxx or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative. (b) Each member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section 12.2, such Bluerock Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a). (c) The Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as may be necessary for the conduct of the Company’s 's business on at least five (5) days prior written notice of the time and place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement. (d) The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company. (e) The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock and one (1) Representative appointed by Cxxxxxx; provided, however, that if Cxxxxxx has not appointed at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each Cxxxxxx Representative has been removed and not replaced), then a quorum for a meeting of the Management Committee shall be one (1I) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Cxxxxxx shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee. (f) Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting. (g) Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee. (h) Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities; provided, however, that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided, further, however, that the duty of care of each of such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s 's interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)