Management Committee. (a) The Managers and Members hereby establish a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the actions authorized pursuant to Section 5.03. The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Manager and Member that appointed him or her (the “Representatives”) as follows: (i) BR Member shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and Member; and (ii) TriBridge Member shall be entitled to designate two (2) Representatives to represent the TriBridge Member as Manager and Member. The initial members of the Management Committee are set forth on Exhibit A. (b) Each Representative as a member of the Management Committee, subject to this Section 5.04(b), shall hold office until death, resignation or removal at the pleasure of the Manager and/or Member that appointed him or her. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Manager shall lose its right to have its Representatives vote on any item as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.09. If the BR Member transfers all or a portion of its membership interest to a transferee permitted by Section 12.02(a), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.04. If the TriBridge Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Member under this Section 5.04 as may be agreed to between the TriBridge Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Member was theretofore entitled to appoint pursuant to this Section 5.04. (c) The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) days after receipt of written notice that the Company was unable to obtain a quorum (the “Absent Representative”), then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent Representative. (d) Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by TriBridge Member 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee. (e) 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 5.04(e) shall constitute presence in person at such meeting. (f) 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 Representatives having not less than the minimum number 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.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Management Committee. (a) The Managers overall management and control of the Company shall be exercised by a committee appointed by the Members hereby establish a management committee (the “"Management Committee”) for "). For as long as Duke RF and UAE RF each own a 50% Ownership Percentage, the Company for the purpose of the Managers considering and undertaking any of the actions authorized pursuant to Section 5.03. The Management Committee shall consist of four (4) three individuals appointed by Duke RF and three individuals appointed by UAE RF. Upon the admission of any new Member, the Management Committee shall be reconstituted so that each Member (including the new Member) shall appoint a number of individuals to act as “representatives” the Management Committee equal to its Ownership Percentage divided by 162/3, rounded to the nearest whole number, but not less than one. Each representative on the Management Committee shall be a senior officer of the Manager and Member (or an Affiliate of such Member) appointing him or her. The representatives on the Management Committee appointed by each Member shall together have a single vote equal to the Ownership Percentage of the Member that appointed him or her (the “Representatives”) as follows: (i) BR Member shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and such representatives. Any of a Member; and (ii) TriBridge Member shall be entitled to designate two (2) Representatives to represent the TriBridge Member as Manager and 's representatives may cast such Member. The initial members of 's vote on the Management Committee are set forth on Exhibit A.
(b) Each Representative as a member whether one or more of such representatives is present at any meeting of the Management Committee, subject to this Section 5.04(b), . Each representative on the Management Committee shall hold office until death, resignation or removal at the pleasure of the Manager and/or Member that appointed him or hersuch representative of the Management Committee. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove Member that appointed such vacating Representative representative shall appoint his or her a successor. A Manager Each Member may also designate an alternate who shall lose its right be authorized to have its Representatives vote on any item as act in the absence of the date on which such Manager ceases to representative for whom he or she is an alternate. Each alternate shall also hold office until death, resignation or removal at the pleasure of the appointing Member. The initial representatives and alternates of the Management Committee and their successors shall be a Manager, including appointed by means of removal under Section 5.09. If the BR Member transfers all or a portion of its membership interest to a transferee permitted respective Members by Section 12.02(a), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed written notice to the rights and powers of the BR Member under this Section 5.04 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.04Members. If the TriBridge Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Member under this Section 5.04 as may be agreed to between the TriBridge Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Member was theretofore entitled to appoint pursuant to this Section 5.04.
(c) The Management Committee shall meet (which shall only meet if five (5) day prior written notice be empowered to set policy for, and, to make all decisions on behalf of the meeting is delivered Company, subject to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) days after receipt of written notice that the Company was unable to obtain a quorum (the “Absent Representative”), then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent Representative.
(d) Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by TriBridge Member 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, or which may be made unilaterally by a Member, but only as expressly limitations set forth in this Agreement) . The Management Committee may delegate such of its authorities and responsibilities to a Member or any other party as the Management Committee may elect. The Management Committee shall require appoint such officers as it shall determine appropriate for the affirmative vote of Company. Such officers shall hold office until death, resignation or removal, with removal to be at least a majority of the votes of the Representatives then in office voting at a duly held meeting pleasure of the Management Committee.
(eb) The Management Committee shall hold such meetings as may be called by any Management Committee representative upon 10 days' prior written notice for meetings in person, or upon 24 hours' prior written notice for special telephonic or televideo meetings; provided, however, that a valid meeting of the Management Committee may be held in the absence of such notice, or upon shorter notice, if at least one representative of each Member on the Management Committee attends or participates in such meeting. When feasible, the Chairman and Chief Executive Officer, if any, shall provide the representatives on the Management Committee with an agenda for each Management Committee meeting reasonably in advance of such meeting. No Management Committee representative or alternate shall be entitled to compensation or reimbursement of expenses from the Company for attendance at such meetings. Any meeting of the Management Committee may be held by conference telephone call, video conference televideo arrangement or through similar communications equipment by means of which all persons participating in the meeting can communicate with each otherequipment. Participation in a telephonic and/or video conference meeting held pursuant to this Section 5.04(e) via telephone or televideo shall constitute presence in person at such meeting. The Chairman and Chief Executive Officer, if any, shall keep and maintain minutes of each meeting of the Management Committee with the other books and records of the Company.
(fc) 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 meeting if a all representatives on the Management Committee consent or consents thereto in writing, setting forth the action so taken, shall be signed by Representatives having not less than the minimum number 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 Such consents shall be filed with the minutes of the proceedings Management Committee.
(d) The Management Committee may take action on a matter at a meeting only if representatives designated by Members holding a majority of the Ownership Percentages are present in person or by proxy (a "Quorum"). Once a Member is represented for any purpose at a meeting, such Member is deemed present for Quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. In the absence of a Quorum at the opening of any meeting of the Management Committee, such meeting may be adjourned from time to time by the vote of Members holding not less 51% of the Ownership Percentages cast on the motion to adjourn.
(e) All actions of the Management Committee shall require the affirmative vote of representatives designated by Members holding a majority of the Ownership Percentages; provided, however, that for as long as Duke RF and UAE RF each own a 50% Ownership Percentage, all actions shall require the affirmative vote of at least one representative on the Management Committee representing Duke RF and at least one representative on the Management Committee representing UAE RF. The Members shall not vote their Membership Interests directly except as required under the Act, and the Preferred Interests shall have no voting rights
(f) In the event that any Member ceases to be a Member of the Company for any reason whatsoever, the representatives on the Management Committee appointed by such Member shall immediately cease to be representatives on the Management Committee.
(g) Subject to such supervisory powers, if any, as may be exercised by the Management Committee, the Chairman and Chief Executive Officer, if any, shall be the chief executive officer of the Company and, if present, shall preside at meetings of the Management Committee, and shall see that all orders and resolutions of the Members and Management Committee are carried into effect. The Chairman and Chief Executive Officer, if any, shall, subject to the control of the Management Committee, have the general powers and duties of management usually vested in the office of the chairman and chief executive officer of a corporation and shall exercise and perform such other powers and duties as may be from time to time prescribed by the Management Committee or prescribed by this Agreement. The Chairman and Chief Executive Officer, if any, shall, have the power to execute bonds, mortgages and other contracts on behalf of the Company, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Management Committee to some other officer or agent of the Company to the exclusion of the Chairman and Chief Executive Officer, if any.
(h) Subject to such supervisory powers, if any, as may be exercised by the Management Committee or assigned by the Management Committee to the Chairman and Chief Executive Officer, the President, if any, shall be the chief operating officer of the Company, shall, if present and in the absence of the Chairman and Chief Executive Officer, preside at meetings of the Management Committee and shall, subject to the control of the Management Committee, have general and active management of the business of the Company. The President, if any, shall have the general powers and duties of management usually vested in the office of the president of a corporation and shall exercise and perform such other powers and duties as may be from time to time prescribed by the Management Committee or prescribed by this Agreement. The President, if any, shall have the power to execute bonds, mortgages and other contracts on behalf of the Company, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Management Committee to some other officer or agent of the Company to the exclusion of the President.
Appears in 2 contracts
Samples: LLC Agreement (MSW Energy Hudson LLC), LLC Agreement (Uae Ref Fuel Ii Corp)
Management Committee. (a) The Managers Bluerock and Members Xxxxxxx hereby establish a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the actions authorized pursuant to Section 5.03). The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Manager and Member that appointed him or her (the “Representatives”) as follows: (i) BR Member Bluerock shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and MemberBluerock; and (ii) TriBridge Member Xxxxxxx shall be entitled to designate two (2) Representatives to represent the TriBridge Member as Manager and MemberXxxxxxx. The initial members of the Management Committee are set forth on Exhibit A.
(b) Each Representative A. Bluerock and Xxxxxxx 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, subject 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 Xxxxxxx or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to this Section 5.04(b), the replacement Representative.
(b) Each member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Manager and/or Member that appointed him or her. If a vacancy occurs on the Management Committee, the Manager Person with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Manager Member shall lose its right to have Representatives on the Management Committee, and its Representatives vote on any item the Management Committee shall be deemed to be automatically removed, as of the date on which such Manager Member ceases to be a Manager, including by means of removal under Section 5.09Member or as otherwise provided in this Agreement. If the BR Member transfers Bluerock or a Bluerock Transferee Transfers all or a portion of its membership interest Interest to a transferee permitted by Bluerock Transferee pursuant to Section 12.02(a)12.2, such transferee Bluerock Transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member Bluerock under this Section 5.04 9 as may be agreed to between Bluerock or the BR Member Bluerock Transferee which is transferring the membership interestInterest, on the one hand, and the permitted transferee Bluerock Transferee to which the membership interest Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member Bluerock was theretofore entitled to appoint pursuant to this Section 5.04. If the TriBridge Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b9.2(a), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Member under this Section 5.04 as may be agreed to between the TriBridge Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Member was theretofore entitled to appoint pursuant to this Section 5.04.
(c) The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the ManagersMembers) and at such other times as otherwise 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 BR Member Bluerock and one (1) Representative appointed by TriBridge MemberXxxxxxx; provided, however, that if any Xxxxxxx has not appointed at least one (1) Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any Management Committee at the time of such meeting within fifteen (15) days after receipt of written notice that the Company was unable to obtain a quorum (the “Absent Representative”for example, if each Xxxxxxx Representative has been removed and not replaced), then a quorum can be obtained without the attendance of for a Representative meeting of the Manager or Member who selected the Absent Representative.
Management Committee shall be one (d1) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by BR Member 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 TriBridge Member Xxxxxxx 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) 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.
(ef) 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 5.04(e) 9 shall constitute presence in person at such meeting.
(fg) 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 number 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) The Managers and Members hereby establish a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the approving actions authorized pursuant to Section 5.03. The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Manager and Member that appointed him or her (the “Representatives”) as follows: (i) BR Member shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and Member; and (ii) TriBridge Catalyst Member shall be entitled to designate two (2) Representatives to represent the TriBridge Catalyst Member as Manager and Member. The initial members of the Management Committee are set forth on Exhibit A.
(b) Each Representative as a member of the Management Committee, subject to this Section 5.04(b), shall hold office until death, resignation or removal at the pleasure of the Manager and/or Managers and Member that appointed him or her. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Manager shall lose its right to have its Representatives vote on any item as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.09, or as otherwise provided in this Agreement. If the BR Member transfers all or a portion of its membership interest to a transferee permitted by Section 12.02(a), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.04. If the TriBridge Catalyst Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Catalyst Member under this Section 5.04 as may be agreed to between the TriBridge Catalyst Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Catalyst Member was theretofore entitled to appoint pursuant to this Section 5.04.
(c) The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge Catalyst Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) 15 days after receipt of written notice that the Company was unable to obtain a quorum (the “Absent Representative”), then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent Representative.
(d) Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by TriBridge Catalyst Member 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, 7.07 or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.
(e) 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 5.04(e) shall constitute presence in person at such meeting.
(f) 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 Representatives having not less than the minimum number 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.
Appears in 1 contract
Samples: Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Management Committee. (a) The Managers and Members There is hereby establish established a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the actions authorized pursuant to Section 5.03. The Management -------------------- Committee shall consist of four (4) individuals appointed members which, unless otherwise provided in this Agreement, shall have and exercise full discretion and final authority with respect to act as “representatives” the affairs of the Manager and Member that appointed him or her Partnership (the “Representatives”) as follows: (i) BR Member shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and Member; and (ii) TriBridge Member shall be entitled to designate two (2) Representatives to represent the TriBridge Member as Manager and Member"Management Committee"). The initial members of the Management Committee are set forth on Exhibit A.
shall consist of two (b2) Each Representative as members designated by' TSI and two (2) members designated by GRI. Either Partner may remove, at any time, its representative(s) and, upon such removal, or the death or resignation of a member of the Management Committee, subject to this Section 5.04(b), a successor shall hold office until death, resignation or removal at be designated by the pleasure of the Manager and/or Member that Partner which appointed him or her. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his Committee member being removed or her successorreplaced. A Manager shall lose its right to have its Representatives vote on any item as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.09. If the BR Member transfers all or a portion of its membership interest to a transferee permitted by Section 12.02(a), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.04. If the TriBridge Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Member under this Section 5.04 as may be agreed to between the TriBridge Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Member was theretofore entitled to appoint pursuant to this Section 5.04.
(c) The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting Each member of the Management Committee shall be have one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge Member; providedvote, however, if any Representative fails to attend any meeting and except as a result thereof otherwise provided in the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) days after receipt of written notice that the Company was unable to obtain a quorum (the “Absent Representative”), then a quorum can be obtained without the attendance of a Representative Agreement. Each member of the Manager or Member who selected Management Committee shall and each Partner shall cause its representatives on the Absent Representative.
(d) Each Management Committee to comply with the terms of the two (2) Representatives appointed by BR Member this Agreement. In addition, each Partner shall be entitled to cast two appoint alternate representatives who shall be entitled to attend meetings of the Management Committee and, in the event that a Partner's representative is unable to attend, such alternate representative shall have full authority to act in the place of the absent representative. Each Partner shall notify the other in writing of the selection of its representatives and alternate representatives. If any Partner's Ownership Interest is reduced below forty percent (240%) votes on any matter that comes before but not below twenty percent (20%), one of the members of the Management Committee representing such Partner (such member to be promptly designated by such Partner or, failing such designation, by the other Partner) shall thereupon be removed from the Management Committee and each of the Representatives appointed by TriBridge Member such Partner shall be entitled to cast appoint only one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.
(e) Any meeting member of the Management Committee may until its Ownership Interest is increased to forty percent (40%) or more. If any Partner's Ownership Interest is reduced to below twenty' percent (20%) all of such Partner's representatives on the Management Committee shall thereupon be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in removed from the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant Management Committee and such Partner shall not be entitled to this Section 5.04(e) shall constitute presence in person at such meeting.
(f) Any action required or permitted to be taken at a meeting appoint any members of the Management Committee may be taken without a meeting, without prior notice or to vote in connection with Management Committee matters unless and without a vote if a consent until its Ownership Interest is increased to twenty percent (20%) or consents in writing, setting forth more. The vacancies created by' the action so taken, removal of such Partner's representatives on the Management Committee shall be signed filled by Representatives having not less than the minimum number 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 Committeeother Partner.
Appears in 1 contract
Samples: Partnership Agreement (Jones International Networks LTD)
Management Committee. (a) 5.4.1 The Managers and Members hereby establish a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the approving actions authorized pursuant to Section 5.035.3. The Management Committee shall consist of four (4) individuals individuals, each appointed to act as “representatives” a representative of the Manager and Member that appointed him or her (the “Representatives”) as follows: (i) BR Member Member, or its successor as Manager, shall be entitled to designate two (2) Representatives to represent the BR Member it as Manager and Member; and (ii) TriBridge Member TCR Member, or its successor as Manager, shall be entitled to designate two (2) Representatives to represent the TriBridge Member it as Manager and MemberManager. The initial members of the Management Committee are set forth on Exhibit A.
(b) 5.4.2 Each Representative as a member of the Management Committee, subject to this Section 5.04(b)5.4.2, shall hold office until death, resignation or removal at the pleasure of the Manager and/or Member that appointed him or her. Any Representative may resign at any time by giving written notice to the Manager that appointed such Representative. The resignation of any Representative shall take effect upon receipt of notice thereof by such Manager or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A Representative shall also cease to be a member of the Management Committee upon the resignation or removal as a Manager of the Company of the Manager that appointed such Representatives. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Manager shall lose its right to have its Representatives vote on any item as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.095.9 or as otherwise provided in this Agreement. If the BR Member transfers all or a portion of its membership interest Membership Interest to a transferee permitted by Section 12.02(a12.2(a), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 5.4 as may be agreed to between the BR Member which is transferring the membership interestMembership Interest, on the one hand, and the permitted transferee to which the membership interest Membership Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.045.4. If the TriBridge TCR Member transfers all or a portion of its membership interest Membership Interest to a transferee permitted pursuant to Section 12.02(b12.2(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge TCR Member under this Section 5.04 5.4 as may be agreed to between the TriBridge TCR Member which is transferring the membership interestMembership Interest, on the one hand, and the permitted transferee to which the membership interest Membership Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge TCR Member was theretofore entitled to appoint pursuant to this Section 5.045.4.
(c) 5.4.3 The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge TCR Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company Management Committee is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) 15 days after receipt of written notice that the Company Management Committee was unable to obtain a quorum (the “Absent Representative”)quorum, then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent absent Representative.
(d) 5.4.4 Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two one (21) votes vote on any matter that comes before the Management Committee and each of the two (2) Representatives appointed by TriBridge TCR Member shall be entitled to cast one (1) vote on any matter that comes before the Management Committee; provided, however, that from and after the admission of BR REIT as a direct or indirect owner of the BR Member and the BR Member delivering notice to the TCR Member that such admission has been complete, each of the two (2) representatives appointed by the BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee. Approval by the Management Committee of any matter (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, 7.7 or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.
(e) 5.4.5 Any meeting of the Management Committee may be held by telephone 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 5.04(e) 5.4.5 shall constitute presence in person at such meeting.
(f) 5.4.6 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 Representatives having not less than the minimum number 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.
5.4.7 A member of the Management Committee may act solely in the self interest of the Manager that appointed such member. A member of the Management Committee will have no obligation to consider the interests of the Company or any Member or Manager other than the Manager that appointed such member, nor will a member of the Management Committee have any fiduciary duty, duty of loyalty, duty of good faith, duty to disclose or other duty or obligation whatsoever to the Company or any Member or Manager other than the Manager that appointed such member. In considering the interest of the Manager that appointed such member, a member of the Management Committee may take into account the Manager’s interest as a Member or a Manager or both. To the maximum extent permitted under applicable law, each of the Company, the Members and the Managers hereby waives all duties and obligations, including any fiduciary duty, duty of loyalty, duty of good faith, duty to disclose or other duty or obligation, that a member of the Management Committee otherwise would have to it to the extent such duties and obligations are inconsistent with this Section 5.4.7.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)
Management Committee. (a) The Managers and Members hereby establish a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the approving actions authorized pursuant to Section 5.03. The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Manager and Member that appointed him or her (the “Representatives”) as follows: (i) BR Member shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and Member; and (ii) TriBridge Member shall be entitled to designate two (2) Representatives to represent the TriBridge Member as Manager and Member. The initial members of the Management Committee are set forth on Exhibit A.
(b) Each Representative as a member of the Management Committee, subject to this Section 5.04(b), shall hold office until death, resignation or removal at the pleasure of the Manager and/or Managers and Member that appointed him or her. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Manager shall lose its right to have its Representatives vote on any item as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.09, or as otherwise provided in this Agreement. If the BR Member transfers all or a portion of its membership interest to a transferee permitted by Section 12.02(a), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.04. If the TriBridge Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Member under this Section 5.04 as may be agreed to between the TriBridge Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Member was theretofore entitled to appoint pursuant to this Section 5.04.
(c) The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) 15 days after receipt of written notice that the Company was unable to obtain a quorum (the “Absent Representative”), then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent Representative.
(d) Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by TriBridge Member 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, 7.07 or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.
(e) 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 5.04(e) shall constitute presence in person at such meeting.
(f) 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 Representatives having not less than the minimum number 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.
Appears in 1 contract
Samples: Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Management Committee. (a) The Managers and Members hereby shall establish a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the approving actions authorized pursuant to Section 5.035.03.1. The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Manager and Member that appointed him or her (the “Representatives”) as follows: (i) BR Member shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and Member; and (ii) TriBridge Stonehenge Member shall be entitled to designate two (2) Representatives to represent the TriBridge Stonehenge Member as Manager and Member. The initial members of the Management Committee are set forth on Exhibit A.
(b) a. Each Representative as a member of the Management Committee, subject to Section 5.08 and this Section 5.04(b5.03.2(a), shall hold office until death, resignation or removal at the pleasure of the Manager and/or and Member that appointed him or her. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his his/her or her successor. A Manager shall lose its right to have its Representatives representatives vote on any item that does not constitute a Major Decision, as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.095.08, or as otherwise provided in this Agreement. If the BR Member transfers all or a portion of its membership interest to a transferee permitted by Section 12.02(a12.02(b)(i), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 5.03.2 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.045.03.2. If the TriBridge Stonehenge Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b12.02(b)(ii), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Stonehenge Member under this Section 5.04 5.03.2 as may be agreed to between the TriBridge Stonehenge Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Stonehenge Member was theretofore entitled to appoint pursuant to this Section 5.045.03.2.
(c) b. The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee Committee's shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge Stonehenge Member; provided, however, that if any BR Member or Stonehenge Member has not appointed at least one (1) Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any Management Committee at the time of such meeting within fifteen or a Representative of BR Member or Stonehenge Member as applicable does not appear after two (152) days after receipt due notices of written notice that the Company was unable to obtain a quorum (the “Absent Representative”)such meeting, then a quorum can be obtained without the attendance of for a Representative meeting of the Manager Management Committee shall be one (1) Representative appointed by BR Member or Member who selected the Absent RepresentativeStonehenge Member, as applicable.
(d) c. Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by TriBridge Stonehenge Member 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, or which may be made unilaterally by a Member, but only Member as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.
(e) d. 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 5.04(e5.03.2(d) shall constitute presence in person at such meeting.
(f) e. 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 number 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.
Appears in 1 contract
Samples: Operating Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Management Committee. (a) The Managers and Members hereby shall establish a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the approving actions authorized pursuant to Section 5.03.
1. The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Manager and Member that appointed him or her (the “Representatives”) as follows: (i) BR Member shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and Member; and (ii) TriBridge Stonehenge Member shall be entitled to designate two (2) Representatives to represent the TriBridge Stonehenge Member as Manager and Member. The initial members of the Management Committee are set forth on Exhibit A.
(b) a. Each Representative as a member of the Management Committee, subject to Section 5.08 and this Section 5.04(b5.03.2(a), shall hold office until death, resignation or removal at the pleasure of the Manager and/or and Member that appointed him or her. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his his/her or her successor. A Manager shall lose its right to have its Representatives representatives vote on any item that does not constitute a Major Decision, as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.095.08, or as otherwise provided in this Agreement. If the BR Member transfers all or a portion of its membership interest to a transferee permitted by Section 12.02(a12.02(b)(i), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 5.03.2 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.045.03.
2. If the TriBridge Stonehenge Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b12.02(b)(ii), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Stonehenge Member under this Section 5.04 5.03.2 as may be agreed to between the TriBridge Stonehenge Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Stonehenge Member was theretofore entitled to appoint pursuant to this Section 5.045.03.2.
(c) The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) days after receipt of written notice that the Company was unable to obtain a quorum (the “Absent Representative”), then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent Representative.
(d) Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by TriBridge Member 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.
(e) 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 5.04(e) shall constitute presence in person at such meeting.
(f) 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 Representatives having not less than the minimum number 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.
Appears in 1 contract
Samples: Operating Agreement (Bluerock Enhanced Multifamily Trust, Inc.)
Management Committee. (a) The Managers and Members hereby establish a management committee (the “"Management Committee”") for the Company for the purpose of the Managers considering and undertaking any of the approving actions authorized pursuant to Section 5.03. The Management Committee shall consist of four (4) individuals appointed to act as “"representatives” " of the Manager and Member that appointed him or her (the “"Representatives”") as follows: (i) BR Member shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and Member; and (ii) TriBridge Catalyst Member shall be entitled to designate two (2) Representatives to represent the TriBridge Catalyst Member as Manager and Member. The initial members of the Management Committee are set forth on Exhibit A.
(b) Each Representative as a member of the Management Committee, subject to this Section 5.04(b), shall hold office until death, resignation or removal at the pleasure of the Manager and/or Managers and Member that appointed him or her. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Manager shall lose its right to have its Representatives vote on any item as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.09, or as otherwise provided in this Agreement. If the BR Member transfers all or a portion of its membership interest to a transferee permitted by Section 12.02(a), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.04. If the TriBridge Catalyst Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Catalyst Member under this Section 5.04 as may be agreed to between the TriBridge Catalyst Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Catalyst Member was theretofore entitled to appoint pursuant to this Section 5.04.
(c) The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee Committee's shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge Catalyst Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) 15 days after receipt of written notice that the Company was unable to obtain a quorum (the “"Absent Representative”"), then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent Representative.
(d) Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by TriBridge Catalyst Member 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, 7.07 or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.
(e) 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 5.04(e) shall constitute presence in person at such meeting.
(f) 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 Representatives having not less than the minimum number 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.
Appears in 1 contract
Samples: Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Management Committee. (a) The Managers and Members shall act collectively through meetings as a "committee of the whole," which is hereby establish a management committee (named the “"MANAGEMENT COMMITTEE." Decisions or actions taken by the Management Committee”) for Committee in accordance with the provisions of this Agreement shall constitute decisions or actions by the Company for the purpose and shall be binding on each Member of the Managers considering and undertaking any of the actions authorized pursuant to Section 5.03Company. The Management Committee shall consist conduct its affairs in accordance with the following provisions and the other provisions of four this Agreement:
(4a) Organization of Management Committee:
(i) The Management Committee shall be composed of five members.
(ii) Each Member shall appoint two individuals appointed to represent it on the Management Committee (individually, such Member's "REPRESENTATIVE" and collectively, such Member's "REPRESENTATIVES"). No individual may serve as the Representative of more than one Member. Each Member shall also appoint one or more individuals ("ALTERNATE REPRESENTATIVES") with the power of substitution and authority to act as “representatives” in place of its Representatives in case of the Manager unavailability thereof. Each Representative and Alternate Representative shall be an officer or agent of the Member that appointed appointing him or her (the “Representatives”) as follows: (i) BR Member and shall be entitled duly authorized to designate two (2) act on behalf of and to bind the appointing Member. Each Member reserves the right to remove any one or more of its Representatives or Alternate Representatives, as the case may be, and to represent the BR Member as Manager appoint successors and Member; substitutes therefor, from time to time, and (ii) TriBridge Member any such change shall be entitled effective upon such Member's delivering a written notice of such change to designate two the other Member.
(2iii) Representatives to represent The individual serving as the TriBridge Member as Manager and Member. The initial members president/chief executive officer of the Management Committee are set forth on Exhibit A.
(b) Each Representative as a Company shall be the fifth member of the Management Committee; however, subject to this Section 5.04(b), that individual shall hold office until death, resignation or removal at the pleasure of the Manager and/or Member that appointed him or her. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Manager shall lose its right to have its Representatives vote on any item as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.09. If the BR Member transfers all or a portion of its membership interest to a transferee permitted by Section 12.02(a), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.04. If the TriBridge Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Member under this Section 5.04 as may be agreed to between the TriBridge Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Member was theretofore entitled to appoint pursuant to this Section 5.04nonvoting member.
(civ) The Notwithstanding the number of Representatives and Alternate Representatives, each Member shall have one vote on all matters to be decided by the Management Committee and the Representatives or Alternate Representatives of any Member shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) vote as a single bloc on all such matters. Voting may occur by voice vote at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed committee or by BR Member and one (1) Representative appointed by TriBridge Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) days after receipt of written notice that the Company was unable to obtain a quorum (the “Absent Representative”), then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent Representativeconsent.
(dv) Each Any action of the two (2) Representatives appointed by BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by TriBridge Member 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least both Members. Notwithstanding the above, if any Member is a majority of Delinquent Member as described in Section 8.1(c) (or it or its Affiliate is a Delinquent Partner in the votes of the Partnership), its Representatives then and Alternate Representative(s) may not participate in office voting at a duly held meeting of the Management Committee.
(e) Any meeting of the Management Committee may and all decisions shall be held made by conference telephone call, video conference the Representatives 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 5.04(eAlternate Representative(s) shall constitute presence in person at such meeting.
(f) 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 Representatives having not less than the minimum number 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 Committeeother Member.
Appears in 1 contract
Management Committee. (a) The Managers and Members hereby establish (and/or confirm the prior establishment under the Original Operating Agreement of) a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the approving actions authorized pursuant to Section 5.03. The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Manager and Member that appointed him or her (the “Representatives”) as follows: (i) BR Member shall be entitled to designate two (2) Representatives to represent the BR Member as Manager and Member; and (ii) TriBridge Catalyst Member shall be entitled to designate two (2) Representatives to represent the TriBridge Catalyst Member as Manager and Member. The initial current members of the Management Committee are set forth on Exhibit A.
(b) Each Representative as a member of the Management Committee, subject to this Section 5.04(b), shall hold office until death, resignation or removal at the pleasure of the Manager and/or Managers and Member that appointed him or her. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Manager shall lose its right to have its Representatives vote on any item as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.09, or as otherwise provided in this Agreement. If the BR Member transfers all or a portion of its membership interest to a transferee permitted by Section 12.02(a), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 as may be agreed to between the BR Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.04. If the TriBridge Catalyst Member transfers all or a portion of its membership interest to a transferee permitted pursuant to Section 12.02(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge Catalyst Member under this Section 5.04 as may be agreed to between the TriBridge Catalyst Member which is transferring the membership interest, on the one hand, and the permitted transferee to which the membership interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge Catalyst Member was theretofore entitled to appoint pursuant to this Section 5.04.
(c) The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge Catalyst Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) 15 days after receipt of written notice that the Company was unable to obtain a quorum (the “Absent Representative”), then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent Representative.
(d) Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by TriBridge Catalyst Member 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 (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, 7.07 or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.
(e) 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 5.04(e) shall constitute presence in person at such meeting.
(f) 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 Representatives having not less than the minimum number 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.
Appears in 1 contract
Samples: Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Management Committee. (a) 5.4.1 The Managers and Members hereby establish a management committee (the “Management Committee”) for the Company for the purpose of the Managers considering and undertaking any of the approving actions authorized pursuant to Section 5.035.3. The Management Committee shall consist of four (4) individuals individuals, each appointed to act as “representatives” a representative of the Manager and Member that appointed him or her (the “Representatives”) as follows: (i) BR Member Member, or its successor as Manager, shall be entitled to designate two (2) Representatives to represent the BR Member it as Manager and Member; and (ii) TriBridge Member TCR Member, or its successor as Manager, shall be entitled to designate two (2) Representatives to represent the TriBridge Member it as Manager and MemberManager. The initial members of the Management Committee are set forth on Exhibit A.
(b) 5.4.2 Each Representative as a member of the Management Committee, subject to this Section 5.04(b)5.4.2, shall hold office until death, resignation or removal at the pleasure of the Manager and/or Member that appointed him or her. Any Representative may resign at any time by giving written notice to the Manager that appointed such Representative. The resignation of any Representative shall take effect upon receipt of notice thereof by such Manager or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A Representative shall also cease to be a member of the Management Committee upon the resignation or removal as a Manager of the Company of the Manager that appointed such Representatives. If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Manager shall lose its right to have its Representatives vote on any item as of the date on which such Manager ceases to be a Manager, including by means of removal under Section 5.095.9 or as otherwise provided in this Agreement. If the BR Member transfers all or a portion of its membership interest Membership Interest to a transferee permitted by Section 12.02(a12.2(a)), such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the BR Member under this Section 5.04 5.4 as may be agreed to between the BR Member which is transferring the membership interestMembership Interest, on the one hand, and the permitted transferee to which the membership interest Membership Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint pursuant to this Section 5.045.4. If the TriBridge TCR Member transfers all or a portion of its membership interest Membership Interest to a transferee permitted pursuant to Section 12.02(b12.2(b), such permitted transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights and powers of the TriBridge TCR Member under this Section 5.04 5.4 as may be agreed to between the TriBridge TCR Member which is transferring the membership interestMembership Interest, on the one hand, and the permitted transferee to which the membership interest Membership Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that the TriBridge TCR Member was theretofore entitled to appoint pursuant to this Section 5.045.4.
(c) 5.4.3 The Management Committee shall meet (which shall only meet if five (5) day prior written notice of the meeting is delivered to the Members) at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by BR Member and one (1) Representative appointed by TriBridge TCR Member; provided, however, if any Representative fails to attend any meeting and as a result thereof the Company Management Committee is unable to obtain a quorum, and thereafter such Representative fails to agree to reschedule and attend any such meeting within fifteen (15) 15 days after receipt of written notice that the Company Management Committee was unable to obtain a quorum (the “Absent Representative”)quorum, then a quorum can be obtained without the attendance of a Representative of the Manager or Member who selected the Absent absent Representative.
(d) 5.4.4 Each of the two (2) Representatives appointed by BR Member shall be entitled to cast two one (21) votes vote on any matter that comes before the Management Committee and each of the two (2) Representatives appointed by TriBridge TCR Member shall be entitled to cast one (1) vote on any matter that comes before the Management Committee; provided, however, that from and after the admission of BR REIT as a direct or indirect owner of the BR Member and the BR Member delivering notice to the TCR Member that such admission has been complete, each of the two (2) representatives appointed by the BR Member shall be entitled to cast two (2) votes on any matter that comes before the Management Committee. Approval by the Management Committee of any matter (other than matters which are Major Decisions under Section 7.07, or which are reserved to the Developer pursuant to the Development Agreement, 7.7 or which may be made unilaterally by a Member, but only as expressly set forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.
(e) 5.4.5 Any meeting of the Management Committee may be held by telephone 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 5.04(e) 5.4.5 shall constitute presence in person at such meeting.
(f) 5.4.6 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 Representatives having not less than the minimum number 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.
5.4.7 A member of the Management Committee may act solely in the self interest of the Manager that appointed such member. A member of the Management Committee will have no obligation to consider the interests of the Company or any Member or Manager other than the Manager that appointed such member, nor will a member of the Management Committee have any fiduciary duty, duty or loyalty, duty of good faith, duty to disclose or other duty or obligation whatsoever to the Company or any Member or Manager other than the Manager that appointed such member. In considering the interest of the Manager that appointed such member, a member of the Management Committee may take into account the Manager’s interest as a Member or a Manager or both. To the maximum extent permitted under applicable law, each of the Company, the Members and the Managers hereby waives all duties and obligations, including any fiduciary duty, duty or loyalty, duty of good faith, duty to disclose or other duty or obligation, that a member of the Management Committee otherwise would have to it to the extent such duties and obligations are inconsistent with this Section 5.4.7.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)