Member's Duties Sample Clauses

Member's Duties. Member agrees to endeavor to use commercially reasonable efforts to actively promote and support the Company and the sale and distribution of the Products purchased by or through Company. Furthermore, Member shall: 1. promote, publicize, advertise and conduct the operation of Member's Facility in compliance with all laws and in a first-class and quality manner and according to the highest standards of integrity in the residential replacement roofing industry; 2. abide by and be bound by the Company's Articles of Incorporation, By-Laws, and policies, as such Articles of Incorporation, By-Laws, and policies are now in force and as they may be hereafter amended or adopted; 3. promptly inform the Company of any additional or change in Facility; 4. attend each Company convention (but no more than two in any one calendar year) and meeting as designated by Company during the term of this Agreement.

Member's Duties. The Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. The Member also shall cause the Company to: i. Maintain its own books, records, accounts, financial statements, stationery, invoices, checks and other limited liability company documents and bank accounts separate from any other person; ii. At all times hold itself out as being a legal entity separate from the Member and any other person and conduct its business in its own name; iii. File its own tax returns, if any, as may be required under applicable law, and pay any taxes required to be paid under applicable law; iv. Not commingle its assets with assets of the Member or any other person, and separately identify, maintain and segregate all Company assets; v. Pay its own liabilities only out of its own funds, except with respect to organizational expenses; vi. Maintain an arm's length relationship with the Member, and, with respect to all business transactions entered into by the Company with the Member, require that the terms and conditions of such transactions (including the terms relating to the amounts paid thereunder) are the same as would be generally available in comparable business transactions if such transactions were with a person that was not a Member; xxx. Xxx the salaries of its own employees, if any, out of its own funds and maintain a sufficient number of employees in light of its contemplated business operations;

Member's Duties. A member may not compete with the company in the operations of its business before it is dissolved, but a member otherwise owes no fiduciary duty to the company or the other members solely by reason of being a member of the company. Members may engage in business and investment activities outside the company, and neither the company nor any member has any rights to the profits or benefits of such activities.

Member's Duties. The Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. The Members also shall cause the Company to: 1. Maintain its own books, records, accounts, financial statements, stationery, invoices, checks and other limited liability company documents and bank accounts separate from any other person; 2. At all times hold itself out as being a legal entity separate from the Member and any other person and conduct its business in its own name; 3. File its own tax returns, if any, as may be required under applicable law, and pay any taxes required to be paid under applicable law; 4. Not commingle its assets with assets of the Member or any other person, and separately identify, maintain and segregate all Company assets; 5. Pay its own liabilities only out of its own funds, except with respect to organizational expenses; 6. Maintain an arm's length relationship with the Member, and, with respect to all business transactions entered into by the Company with the Member, require that the terms and conditions of such transactions (including the terms relating to the amounts paid thereunder) are the same as would be generally available in comparable business transactions if such transactions were with a person that was not a Member; 7. Pay the salaries of its own employees, if any, out of its own funds and maintain a sufficient number of employees in light of its contemplated business operations; 8. Allocate fairly and reasonably any overhead for shared office space; 9. Not pledge its assets for the benefit of any other person or make any loans or advances to any person; 10. Correct any known misunderstanding regarding its separate identity; 11. Maintain adequate capital in light of its contemplated business purposes; 12. Cause the Member to meet or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Texas limited liability company formalities; 13. Make any permitted investments directly or through brokers engaged and paid by the Company or its agents; 14. Not require any obligations or securities of the Member; and 15. Observe all other limited liability formalities. Failure of the Member to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Member.

Member's Duties. The Member shall comply with all requirements of the Enabling Act, Plan, and Operating Rules. These requirements include, but are not limited to, the following: The Member shall reinsure its Minnesota workers’ compensation liability with the Association, pay all benefits for losses reinsured by the Association that are covered by the terms and conditions of the original policies issued to the Member’s insureds, belong to the Association, accept indemnification from the Association, and report to the Association claims for benefits which may involve liability to the Association.

Member's Duties. The Member shall comply with all requirements of the Enabling Act, Plan, and Operating Rules. These requirements include, but are not limited to, the following: the Member shall reinsure its Minnesota workers’ compensation liability with the Association; report in a form approved by the Association accurate, complete, and timely data as required by the Association; pay all benefits for Losses reinsured by the Association that are covered by the terms and conditions of the original policies issued to the Member’s insureds; belong to the Association; accept indemnification from the Association; report to the Association Claims for benefits that may involve liability to the Association; take all actions necessary to limit the liabilities of the Association; and pay Premiums for Reinsurance. Any Member choosing to hire a third-party administrator (TPA) to administer any portion of its Association Member duties is required to notify the Association and complete a WCRA TPA Authorization Agreement. A Member shall also promptly notify the Association in writing of reinsurance of all or a part of the Member’s business and of any change of ownership or legal structure, or of any other successor in interest, and shall provide legal documentation of any such transaction to the Association. Ref: Minn. Stat. § 79.34, subds. 1 and 2. Plan, Article III. and Article VI.

Member's Duties. (a) Each Member shall devote such time to the business and affairs of the Company as is necessary to carry out the Member’s duties set forth in this Agreement. (b) Nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member with respect to that business or activity even if the business or activity competes with the Company’s business. The organization of the Company shall be without prejudice to the Members’ respective rights (or the rights of the Members’ respective Affiliates) to maintain, expand or diversify such other business or activities and to receive and enjoy profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other business or activities of any other Member or its Affiliates. (c) Each Member understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Members and their Affiliates. In any such instance, those dealings and undertakings shall be at arm’s length and on commercially reasonable terms.

Member's Duties. All members of the committee shall carry out their duties in a responsible and honest manner and undertake the following: (a) To attend meetings and be on time for meetings. (b) Forward apologies if unable to attend the meeting. (c) Come to the meeting prepared. (d) To represent the views and opinions of those people they represent and not just their own. (e) Seek the view of the constituents on issues to be discussed by the committee. (f) Speak on the basis of facts and not on the basis of preconceived ideas. SUB APPENDIX 4 – Disciplinary Procedure 1 DOCUMENTATION 33 2 WARNING PROCEDURE 33 2.1 Verbal Warning 33 2.2 First Written Warning 33 2.3 Final Written Warning 34 3 DISMISSAL 35 3.1 Dismissal with Notice 35 3.2 Dismissal without Notice 36 1 DOCUMENTATION Record of Counselling Interview.

Member's Duties. Member agrees to actively promote and support the sale and distribution of the Products purchased by or through Company. Furthermore, Member will use all commercially reasonable efforts to: (i) promote, publicize, advertise and conduct the operation of Member’s business in compliance with all laws and in a first-class and quality manner and according to the highest standards of integrity in the floor covering and advertising industries; (ii) comply with the Company’s requirement that each Member purchase a certain percentage of its Products from or through Company in accordance with Section 5.d. below; (iii) abide by and be bound by the Company’s Articles of Incorporation, By-Laws, and policies, as such Articles of Incorporation, By-Laws, and policies are now in force and as they may be hereafter amended or adopted; (iv) promptly inform the Company of any additional or change in locations, owned and/or operated by Member; and (v) promote the unity and strength of the network with the attendance of key management personnel at the annual FloorExpo National Conference or Convention. In addition, member shall endeavor to participate in the regional trade shows in which FloorExpo is an exhibitor. (vi) The MultiFamily Solutions Network seeks to establish a national buying presence with our national carpet suppliers. This effort is spearheaded by the Company in conjunction with the MFS Advisory Board using the MultiFamily Solutions brand. The goal of the carpet load initiative is (i) supporting and executing the goals with in the 5 Year Plan, (ii) provide a basis of measurement to track and collectively manage the group’s year over year purchases. As such, Member shall:  Participate in the national and regional account effort within Member’s local market area(s).  Quote products from MFS core offerings and/or from MFS approved suppliers for the national and regional account opportunities.  Support the Service Excellence, Installation Integrity, Product Integrity, and Service Integrity commitments that are at the core of our group.  Agree to load carpet purchases from Xxxx and Mohawk, adding $0.02 per yard to the purchase price of all products with product weight of 25 oz. or less (the “Load”), executing Exhibit C and Exhibit D.  Agree to have the Company administer the programmed Load, on a calendar year basis, with distributions of 50% of the load collected from Xxxx and Mohawk to be made to the Member within 120 days of the end of each calendar year period...

Member's Duties. All members of the committee shall carry out their duties in a responsible and honest manner and undertake the following: • To attend the meetings and be present a few minutes before the time stated on the agenda. • To forward apologies to the secretary if unable to attend the meeting and arrange for a proxy to attend on his/her behalf. • To come to the meeting prepared, having read the minutes of the previous meeting. • To study the agenda beforehand and be prepared with notes to make contributions briefly, clearly and perhaps with illustrations on matters affecting him/her or those he/she represents. • To represent the views and opinions of those people he/she represents and not just his/her own. • To speak on the basis of the facts presented and not on the basis of preconceived ideas not based on facts. • Encourage and assist constituents to submit agenda items. Both parties acknowledge the desirability of resolving matters at the committee meetings, notwithstanding the need for both parties from time to time on various matters to go back to their constituencies.