Members Committee Clause Samples

Members Committee. The Members Committee shall work with the Board of Directors to manage and direct the general business of SPP. Its duties shall include, but are not limited to the following: (a) Provide individual and collective input to the Board of Directors, including but not limited to a straw vote from the Members Committee representatives as an indication of the level of consensus among Members, on all actions pending before the Board of Directors; and (b) Serve on committees reporting to the Board of Directors as appointed by the Board of Directors. (c) Provide input with the Board of Directors to the Regional Entity Trustees on SPP Regional Reliability Standards presented by the MOPC to the Trustees or otherwise developed under the auspices of the Trustees for submission to the ERO for its approval.

Members Committee. It shall be the duty and responsibility of the Members Committee solely and exclusively to manage and control the business and affairs of the Company, and, subject to Section 15, all decisions regarding the business and affairs of the Company shall be made by the Members Committee. Except as provided in this Agreement, each Representative shall have all the rights and powers of a Representative as provided in the Act and as otherwise provided by law, and any action taken by a Representative in the manner provided for in this Agreement shall constitute the act of and serve to bind the Company. The Members Committee may delegate its authorities and responsibilities for management of the business affairs of the Company to third parties, but such delegation shall not relieve the Members Committee of any of its obligations under this Agreement. In furtherance of this right of delegation, the Members Committee may appoint and authorize officers of the Company to act on behalf of the Company with such power and authority as the Members Committee may delegate in writing to such officer. Subject to Section 15, the Members Committee is hereby granted (i) the right, power and authority to do on behalf of the Company all things which, in its judgment, are necessary, proper or desirable to carry out the aforementioned duties and responsibilities, including but not limited to the right, power and authority from time to time to incur Company expenses; to employ and dismiss from employment any and all employees, agents, independent contractors, attorneys and accountants; to establish employee benefits plans; to enter into leases for real or personal property; to purchase equipment; and to manage all other aspects of running the business of the Company all in accordance with any authorization policy adopted by the Members Committee; and (ii) such other rights, powers and authorities of a Members Committee as provided in the Act and as otherwise provided by law.

Members Committee. 16 8.1 Sectors........................................... 16 8.1.1 Designation..................................... 16 8.1.2

Members Committee. Members Committee shall mean the committee specified in Section 8 of the PJM Operating Agreement composed of the representatives of all the Members.

Members Committee. Except as provided in Sections 7.11, 7.13 or 16.5, the business and affairs of the Company shall be managed under the sole direction and control of the Members Committee. Subject to all of the terms, covenants, conditions and limitations contained in this Agreement and any other agreement entered into by the Company and subject to the limitations imposed by Applicable Law, including the Act, the Members Committee shall have the power, on behalf of the Company, to do or to direct to be done all things necessary or convenient to carry out the business and affairs of the Company. The Members Committee shall act as the “manager” of the Company under Section 304-C:31 of the Act, subject to the provisions of this Article 7.

Members Committee. (a) The forum for meetings of the Managing Members shall be a members committee (the "Members Committee"). Each Managing Member shall be entitled to be represented at Members Committee meetings by its Representatives. The total number of Representatives that shall be entitled to attend Members Committee meetings shall be six, (i) of whom two shall be designated by SEIS (the "SEIS Representatives"), (ii) two shall be designated by Modis (the "Modis Representatives") and (iii) two shall be designated by Cayenta (the "Cayenta Representatives"). In addition, the President of the Company shall be entitled to participate but not vote in all Members Committee meetings unless the President is also acting as a Representative of one of the Managing Members. The Members Committee shall select a chairman (the "Chairman") from among the SEIS Representatives, who shall preside over meetings of the Members Committee. The SEIS Representatives shall be officers, directors or employees of SEIS or its Affiliates, the Modis Representatives shall be officers, directors or employees of Modis or its Affiliates, and the Cayenta Representatives shall be officers, directors or employees of Cayenta or its Affiliates. The initial SEIS Representatives, Modis Representatives and Cayenta Representatives are named on Schedule 6.03. The number of Representatives in the Members Committee may be amended by unanimous vote of the Members to accommodate new Members. (b) In addition to the Members' Representatives, officers, directors, employees or other representatives (including the accountants, attorneys and/or financial advisors) of a Member and its Affiliates shall be permitted to attend Members Committee meetings as observers, in accordance with non-discriminatory rules to be adopted by the Members Committee. (c) The Members Committee shall meet no less frequently than semi-annually at such place and time as shall be determined by Majority Vote. Special meetings of the Members Committee, to be held at the offices of the Company as above provided (or such other place as shall be agreed by Majority Vote), shall be called at the direction of the Chairman or a Managing Member upon not less than five Business Days' notice given by the Chairman. (d) With respect to quarterly meetings and special meetings, not later than five Business Days before each such meeting the Chairman shall deliver to each Managing Member, together with the notice of each such meeting, an agenda specifying in reasonable...

Members Committee. Formatted: Highlight

Members Committee. (a) The Members Committee (herein referred to as the "Members Committee") shall be responsible for the making of decisions with respect to the Company business that are not accorded to the Members or the Manager pursuant to this Agreement.

Members Committee. Digimarc Representatives: