Managers Powers. The Managers shall be the chief executives of the Company and each, individually, shall have the following powers:
(a) Select and remove all employees, agents and representatives of the Company, prescribe such powers and duties for them as may be consistent with law, with the Articles of Organization or this Operating Agreement, fix their compensation, and require from them security for faithful service.
(b) Conduct, manage and control the affairs and business of the Company, and to make such rules and regulations therefor consistent with the law, with the Articles of Organization or this Operating Agreement.
(c) Change the principal office of this Company from one location to another; to fix and locate from time to time one or more subsidiary offices of the Company; and to designate any place for the holding of any Members' meeting or meetings.
(d) Borrow money and incur indebtedness for the purpose of the Company, and to cause to be executed and delivered therefor, in the Company name, promissory notes, bonds, and debentures.
(e) Appoint an executive committee and other committees, and delegate to the executive committee any of the powers and authority of the Manager in the management of the business and affairs of the Company. The Manager, in his discretion, may or may not be a member of an executive committee.
Managers Powers. 5.1 Subject to the provisions of the Building Management Ordinance, the management of the Land and the Development shall be undertaken by the Manager for an initial period of two (2) years from the date of this Deed and shall continue until terminated as provided under Clause 4.1 of this Deed. Subject to the provisions of the Building Management Ordinance, the Manager shall have the authority to do all such acts and things as may be necessary or expedient for the management of the Development for and on behalf of all Owners in accordance with the provisions of this Deed and each Owner irrevocably appoints the Manager as agent in respect of any matter concerning the Common Areas and Facilities and all other matters duly authorized under this Deed. Without in any way limiting the generality of the foregoing, the Manager shall have the rights and powers to do the following :-
(a) To demand, collect and receive all amounts payable by Owners under the provisions of this Deed;
(i) To manage, maintain and control the common driveways and parking areas on the Land and the Development and to remove any cars, pedal bicycles, skateboards, motorcycles and other vehicles parked in any area not reserved for parking or loading and unloading or any vehicles parked in any Parking Space or in any parking space or lay-by of the Kindergarten without the consent of the Owner or lawful occupier of such Parking Space or the Kindergarten or any vehicle parked in any Visitors’ Parking Spaces, Residential Car Parking Spaces for Disabled Persons or Bicycle Parking Spaces without payment of charges (if any) therefor and to do all such acts and things as may be necessary to provide unimpeded access thereto by the persons entitled for the time being to the use of the Parking Spaces, the parking spaces and lay-bys of the Kindergarten, the Visitors’ Parking Spaces, the Residential Car Parking Spaces for Disabled Persons and the Bicycle Parking Spaces;
(ii) To manage, maintain and control the use of the Visitors’ Parking Spaces, the Residential Car Parking Spaces for Disabled Persons, the Bicycle Parking Spaces, the Residential Loading and Unloading Bays and subject to the prior approval of the Owners’ Committee (if already formed) or the Owners’ Corporation (if formed) to fix reasonable charges for the use thereof PROVIDED THAT all income deriving therefrom shall form part of the management funds for the Residential Common Areas and Facilities;
(c) Unless otherwise directed by the Owners...
Managers Powers. Except to the extent reserved to the Member in the Certificate of Formation or the Act, the Manager shall have the exclusive right to manage the operations and affairs of the Company, and to make all decisions regarding the business of the Company. Without limiting the generality of the foregoing, each Manager shall have the power and authority, on behalf of the Company:
5.2.1 To borrow money for the Company from banks or other lending institutions on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;
5.2.2 To purchase liability and other insurance to protect the Company's property and business;
5.2.3 To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;
5.2.4 To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company's property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents that are, in the opinion of a Manager, necessary to the ordinary conduct of the business of the Company;
5.2.5 To appoint Officers of the Company, pursuant to Section 5.5 hereof, and to employ agents and employees of the Company in connection with the business and purposes of the Company, including without limitation, the engagement of the auditors of the Company and legal counsel and to pay to such Officers, agents and employees reasonable compensation for services rendered to the Company;
5.2.6 To select depreciation and accounting methods and make other decisions with respect to the treatment of various transactions for federal income tax purposes;
5.2.7 To make distributions to the Member in accordance with this Agreement;
5.2.8 To delegate the Manager's authority to qualified Persons; and
5.2.9 To establish such business strategies, reserves and other practices and to make such business decisions as the Manager in his sole discretion deems advisable for the
Managers Powers. Subject to the Members’ approval of the matters set forth in Section 6.06 below, the Manager has the exclusive right, power and duty, acting alone, to manage the business and affairs of the Company, with all powers necessary, advisable or convenient to that end. The powers and duties of the Manager include, but are not limited to, the following:
(a) To establish and maintain operating bank accounts and reserves with any bank for such purposes and in such amounts as the Manager deems appropriate from time-to-time and in his discretion to designate persons to have signature authority on such accounts;
(b) To employ or engage on behalf of the Company such Persons as in the Manager’s exclusive discretion or judgment may be deemed advisable for the proper operation of the business of the Company;
(c) To make, execute, acknowledge and deliver such certificates, instruments and documents as may be required by, or may be appropriate under, in connection with the conduct of business by the Company;
(d) To extend the Offering, accept funds from subscribing investors as Capital Contributions to the Company and issue Membership Interests in the Company to such subscribing investors in connection therewith, to enter into, execute, acknowledge and deliver all agreements, documents and instruments in connection therewith which the Manager deems necessary to effectuate the Offering, and to take any and all other actions in connection therewith as the Manager deems necessary or appropriate;
(e) To make the Loan to Borrower, to enter into, execute, acknowledge and deliver all agreements, documents and instruments in connection therewith which the Manager deems necessary to effectuate the Loan and secure repayment thereof (including, but not limited to, the Loan Documents), and to take any and all other actions in connection therewith (including, but not limited to, funding the Loan, recording/filing any and all documents as are necessary or advisable to perfect the Company’s lien interest against the collateral for the Loan, and servicing the Loan) as the Manager deems necessary or appropriate;
(f) Notwithstanding the provisions of Section 2.08(b) of this Agreement to the contrary, to alter, modify, extend, reduce, settle and/or take any actions to enforce repayment of the Loan, to enter into, execute, acknowledge and deliver all agreements, documents, and instruments with regard thereto, and to take any and all other actions as the Manager deems necessary or appropriate in...
Managers Powers. The Board of Managers shall have the following powers:
1. To elect Officers to serve on behalf of the Company. Officers need not be Managers or Members but shall be employees.
2. To select and remove all employees, agents and representatives of the Company, prescribe such powers and duties for them as may be consistent with law, with this Operating Agreement, the Articles of Organization and the Master Agreement, fix their compensation, and require from them security for faithful service.
3. To conduct, manage and control the affairs and business of the Company, and to make such rules and regulations therefor consistent with the law, with this Operating Agreement, the Articles of Organization and the Master Agreement.
4. To change the principal office of this Company from one location to another within the State of Nevada; to fix and locate from time to time one or more subsidiary offices of the Company; and to designate any place within or without the State of Nevada for the holding of any Members' meeting or meetings.
5. To borrow money and incur indebtedness for the purpose of the Company, and to cause to be executed and delivered therefor, in the Company name, promissory notes, bonds, and debentures.
6. To appoint an executive committee and other committees, and to delegate to the executive committee any of the powers and authority of the Board of Managers in the management of the business and affairs of the Company. The Board of Managers, in their discretion, may or may not be members of an executive committee.
Managers Powers. (a) Except as otherwise provided in this Agreement, all powers to control and manage the business and affairs of the Company shall be exclusively vested in the Board of Managers and the Board of Managers may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate of Formation, or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to take all actions that the Board of Managers deems necessary, useful, or appropriate for the management and conduct of the business and affairs of the Company.
(b) Each Manager shall have one (1) vote. At all meetings of the Board of Managers the Managers entitled to cast a majority of the votes of the whole Board of Managers, including at least two of the Managers designated by HMNY, shall constitute a quorum for the transaction of business. With respect to all actions required or permitted to be taken by the Board of Managers at a meeting under this Agreement, such action may be taken only with the consent of a majority of the total number of Managers.
(c) The Board of Managers shall have the power to delegate authority to Officers, employees, agents, and representatives of the Company as they may from time to time deem appropriate.
Managers Powers. 11 Section 7.13. Restrictions on Authority . . . . . . . . . . . . . . . . . . . . . . . . 13
Managers Powers. 16 SECTION D. BANK ACCOUNTS..................................16
Managers Powers. In addition to any other rights and powers which the Managers may possess under this Agreement and the Act, the Managers shall, except as otherwise provided herein, have all specific rights and powers required or appropriate to their management of the Company business which, by way of illustration but not by way of limitation, may include the following rights and powers:
(a) To cause the Company to engage in any activity and to execute, perform, and carry out contracts or agreements of any kind necessary or incidental to the accomplishment of any Company purposes and the business that may be lawfully carried on or performed by a limited liability company under the laws of the State of Georgia;
(b) To cause the Company to acquire by purchase, lease, exchange, or otherwise any Company asset or any property incidental to the purposes of the Company;
(c) To cause the Company to grant options, licenses, and other rights with respect to any Company asset and enter into agreements with respect to the use or operation of any Company asset;
(d) To cause the Company to borrow money and issue promissory notes and other evidence of indebtedness on behalf of the Company for any Company purpose, to secure the indebtedness by a mortgage, deed of trust, contract, pledge, or other encumbrance or lien on all or any Company assets, and to execute, on behalf of the Company, any notes or other evidence of indebtedness, mortgage, deed of trust, contract, pledge, or other encumbrance or lien;
(e) To cause the Company to pay, prepay, refinance, increase, modify, or extend, in whole or in part, any indebtedness affecting Company property and to execute any extensions or renewals of indebtedness on Company assets;
(f) To cause the Company to acquire and enter into any contract of insurance deemed necessary or appropriate for the protection of the Company or its assets or for any other purpose convenient or beneficial to the Company;
(g) To cause the Company to employ agents, employees, managers, consultants, accountants, attorneys, and other Persons necessary or appropriate to carry out the business and operations of the Company, and to pay fees, expenses, salaries, wages, and other compensation to these Persons;
(h) To cause the Company to make or seek revocation of any of the elections referred to in the I.R.C.;
(i) To invest and reinvest, on behalf of the Company, Company funds;
(j) To place record title to, or the right to use, Company assets in the name or names of a nominee o...
Managers Powers. Subject to the Members' approval of the major Decisions as provided in paragraph 5.2 below, the Manager shall have the exclusive right, power and duty to manage the business and affairs of the Company, with all powers necessary, advisable or convenient to that end. The powers and duties of the Manager shall include, but are not limited to, the following:
5.1.a. To execute all documents and do all things necessary to acquire the Property, or to execute any other documents required in connection with the acquisition, maintenance, development, operation or sale of the Property or reasonable or necessary in connection with the Company business;
5.1.b. To enter into a construction loan for the Company for $6,232,000 bearing interest at L.I.B.O.R plus 240 basis points or the prime rate plus one-half percent (l/2%)from Guaranty Federal Bank with a five (5) year term consisting of one (1) two (2) year period of interest-only and three (3) one (1) year extension options thereafter with amortization of principal to commence after the first two (2) years; the Manager is hereby authorized to execute such promissory notes, security agreements and other loan documentation as necessary to consummate the foregoing loan.
5.1.c. To employ or engage on behalf of the Company such Persons, as in the Manager's exclusive discretion or judgment may be deemed advisable for the proper operation of the business of the Company, upon such terms and for such compensation as the Manager shall determine, provided that such compensation paid by the Company shall not exceed the cost of obtaining similar services from third parties;
5.1.d. To make, execute, acknowledge and deliver such certificates, instruments and documents as may be required by, or may be appropriate under, the laws of the State of Arizona in connection with the conduct of business by the Company;
5.1.e. To enter into such contracts and execute, acknowledge and deliver all instruments in connection therewith which the Manager deems necessary to effectuate the powers set forth herein and to take all such action in connection therewith as the Manager deems necessary or appropriate;
5.1.f. To establish and maintain operating bank accounts and reserves for such purposes and in such amounts as the Manager deems appropriate from time-to-time and in their discretion designate persons to have signature authority on such accounts;
5.1.g. In addition to the specific rights and powers herein granted, to engage in any activities nece...
