Officers of the Company. (i) The Board of Managers may designate one or more individuals to serve as officers of the Company. The officers of the Company shall be a Chairman, a Chief Executive Officer ("CEO"), a President, an Executive Vice President, a Senior Vice President, a Chief Operating Officer ("COO"), a Chief Financial Officer ("CFO"), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 3(g)(v). Officers may but need not be Managers or Members of the Company. All of the officers shall be natural persons of full age, except that the Treasurer may be a corporation. The Board of Managers may elect from among the members of the Board a Chairman of the Board and a Vice Chairman of the Board who may but need not be officers of the Company. Any number of offices may be held by the same person. The initial officers of the Company shall be: Name Office ---- ------ Xxxxxx X. Field Chairman and Chief Executive Officer Xxxxx X. Field President and Chief Operating Officer Xxxxxxx Xxxxxx Senior Vice President and Chief Financial Officer Xxxx X. Xxxxxxxx Executive Vice President and Secretary Xxxxxx X. Xxxxx Treasurer and Assistant Secretary Xxxx Xxxxxxx Assistant Secretary (ii) Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member. (iii) In lieu of the standards of conduct otherwise provided by law, officers of the Company shall be subject to the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to Managers of the Company. An officer of the Company shall not be personally liable, as such, to the Company or its Members for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expenses of any nature (including, without limitation, attorneys' fees and disbursements)) for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under this Agreement or the applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law. (iv) The officers of the Company shall perform such duties and services and exercise such powers as may be provided by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may be assigned to them by any competent superior officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may xxxxx xxxxxx of attorney to individuals or entities to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, in incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers. (v) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers may delegate to any officer or committee the power to appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents. (vi) The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, shall preside at all meetings of the Board of Managers, and shall perform such other duties as may from time to time be requested by the Board of Managers. (vii) The CEO shall be the chief executive officer of the Company. The CEO shall have general supervision over the business, finances, operations and welfare of the Company, subject however, to the control of the Board of Managers. The CEO shall sign, execute, and acknowledge, in the name of the Company, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Managers, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers, or by this Agreement or by the CEO, to some other officer or agent of the Company; and, in general, shall have all powers and perform all duties incident to the position of a chief executive officer and such other powers and duties as from time to time may be assigned by the Board of Managers. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may require. (viii) The President shall perform the duties of the CEO in the absence of the CEO and such other duties as may from time to time be assigned to the President by the CEO. (ix) The Vice Presidents shall perform such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President. (x) The Secretary or an Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof and shall record all the votes of the Managers and the minutes of the meetings of the Board of Managers and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Managers or the CEO. (xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO. (xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company under the direction and supervision of the CEO. The CFO shall see that a full and accurate accounting of all financial transactions is made; shall oversee the investment and reinvestment of the capital funds of the Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company's financial records by the Company's certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO. (xiii) The Treasurer shall perform the duties of the CFO in the absence of the CFO and shall have or provide for the custody of the funds or other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Managers may from time to time designate; shall, whenever so required by the Board of Managers, render an account showing all transactions as Treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO. (xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board of Managers or by such committee or officer as may be designated by resolution of the Board, or in the absence of such designation by the CEO. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the Board, or by the officer or committee to which the power to appoint such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 3.(h)(v), or in the absence of such designation by the CEO or other officer designated by the CEO. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a Manager of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Entercom Radio LLC)
Officers of the Company. (ia) The Board officers of Managers may designate one or more the Company shall consist of a President, an Operations Manager, a Chief Financial Officer and such other officers as the Executive Committee shall from time to time deem appropriate. The President shall recommend individuals to serve as officers of the Company, but the officers shall, subject to Section 2.10, be elected by the Executive Committee.
(i) The President shall be the chief executive officer and chief operating officer of the Company. The Subject to this Agreement and within guidelines established by the Management Committee and the Executive Committee, he or she shall have primary responsibility for the overall business and affairs of the Company including supervision of strategic planning, preparation of annual budgets and financial plans, general management of the activities contemplated by this Agreement including the manufacturing activities of the Company, coordinating the activities of the Company with KS and DE, the activities of the Company with DE pursuant to the Technology Transfer Agreement and the Manufacturing Services Agreement and the activities of the Company with KS pursuant to the Support Services Agreement, establishing product availability and prices for the Company's services and products, hiring additional management employees (excluding officers) contemplated by the Annual Budget approved in accordance with this Agreement and communication of information to the Management Committee. In addition, he or she shall have such other duties as are incidental to his or her office. Subject to Section 2.10, he or she shall perform such other duties as may from time to time be assigned to him or her by the Executive Committee and shall have such other powers as may be prescribed from time to time by the Executive Committee.
(ii) Within guidelines established by the Executive Committee, other officers of the Company designated by the Management Committee shall perform such duties as from time to time shall be a Chairman, a Chief Executive Officer ("CEO"), a President, an Executive Vice President, a Senior Vice President, a Chief Operating Officer ("COO"), a Chief Financial Officer ("CFO"), a Secretary, a Treasurer, assigned by the President or the Management Committee and have such other officers powers as may be elected in accordance with prescribed from time to time by the provisions of Management Committee.
(b) Subject to Section 3(g)(v). Officers 2.10, from time to time the Executive Committee may but need not be Managers establish, increase, reduce or Members of the Company. All of otherwise modify responsibilities for the officers shall be natural persons of full age, except that or may create or eliminate offices as the Treasurer Executive Committee may be a corporation. The Board of Managers may elect from among the members of the Board a Chairman of the Board and a Vice Chairman of the Board who may but need not be officers of the Companyconsider appropriate. Any number of offices may be held by the same person. The initial officers , but no officer may take any action or execute any document on behalf of the Company shall be: Name Office ---- ------ Xxxxxx X. Field Chairman and Chief Executive Officer Xxxxx X. Field President and Chief Operating Officer Xxxxxxx Xxxxxx Senior Vice President and Chief Financial Officer Xxxx X. Xxxxxxxx Executive Vice President and Secretary Xxxxxx X. Xxxxx Treasurer and Assistant Secretary Xxxx Xxxxxxx Assistant Secretary
(ii) in more than one capacity. Each officer shall be hold office until his or her successor is appointed by, and shall serve at the pleasure of, the Member, and or until his or her earlier resignation or removal. Any officer may be removed with or without cause at any time by the Member, subject Executive Committee. Any officer may resign at any time upon written notice to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the MemberCompany.
(iiic) In lieu of the standards of conduct otherwise provided by law, officers of the Company shall be subject to the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to Managers of the Company. An Each officer of the Company shall not be personally liable, as such, to the Company or its Members for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expenses of any nature (including, without limitation, attorneys' fees and disbursements)) for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under this Agreement or the applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.
(iv) The officers of the Company shall perform such duties and services and exercise such powers as may be provided by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may be assigned to them by any competent superior officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may xxxxx xxxxxx of attorney to individuals or entities to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, in incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers.
(v) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers may delegate to any officer or committee the power to appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
(vi) The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, shall preside at all meetings of the Board of Managers, and shall perform such other duties as may from time to time be requested by the Board of Managers.
(vii) The CEO shall be the chief executive officer of the Company. The CEO shall have general supervision over the business, finances, operations and welfare of the Company, subject however, to the control of the Board of Managers. The CEO shall sign, execute, and acknowledge, in the name of the Company, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Managers, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers, or by this Agreement or by the CEO, to some other officer or agent of the Company; and, in general, shall have all powers and perform all duties incident to the position of a chief executive officer and such other powers and duties as from time to time may be assigned by the Board of Managers. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may require.
(viii) The President shall perform the duties of the CEO in the absence of the CEO and such other duties as may from time to time be assigned to the President by the CEO.
(ix) The Vice Presidents shall perform such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President.
(x) The Secretary or an Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof and shall record all the votes of the Managers and the minutes of the meetings of the Board of Managers and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company under the direction and supervision of the CEO. The CFO shall see that a full and accurate accounting of all financial transactions is made; shall oversee the investment and reinvestment of the capital funds of the Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company's financial records by the Company's certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xiii) The Treasurer shall perform the duties of the CFO in the absence of the CFO and shall have or provide for the custody of the funds or other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his him or her custody as Treasurer in such banks or other places of deposit as the Board of Managers may from time to time designate; shall, whenever so required by the Board of Managers, render an account showing all transactions as Treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO.
(xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board Management Committee or any more senior officer.
(d) Subject to Section 2.10, no officer or employee of Managers the Company shall be authorized to enter into or incur any obligation or commitment on behalf of the Company except pursuant to policies adopted by the Executive Committee, as such committee or officer as policies may be designated by resolution of the Board, or in the absence of such designation by the CEO. The salaries or other compensation of any other officers, employees and other agents shall be fixed amended from time to time by the Board, or by the officer or committee to which the power to appoint such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 3.(h)(v), or in the absence of such designation by the CEO or other officer designated by the CEO. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a Manager of the CompanyExecutive Committee.
Appears in 1 contract
Samples: Operating Agreement (Kulicke & Soffa Industries Inc)
Officers of the Company. (i) The Board of Managers may designate one or more individuals to serve as officers of the Company. The officers of the Company shall be a Chairman, a Chief Executive Officer ("CEO"), a President, an Executive Vice President, a Senior Vice President, a Chief Operating Officer ("COO"), a Chief Financial Officer ("CFO"), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 3(g)(v). Officers may but need not be Managers or Members of the Company. All of the officers shall be natural persons of full age, except that the Treasurer may be a corporation. The Board of Managers may elect from among the members officers of the Company (the “Officers”).
(a) The Officers, if deemed necessary by the Board of Managers, shall be a Chairman President, one or more Vice Presidents, a Secretary, and a Treasurer. Each Officer shall hold office for the term for which such Officer is elected until such Officer’s successor has been elected. Any individual may hold any number of offices. No Officer need be a citizen of the Board and United States. If a Vice Chairman of the Board who Manager is a corporation, such corporation’s officers may but need not be officers serve as Officers of the Company. Any number of offices may be held by the same person. The initial officers of the Company Officers shall be: Name Office ---- ------ Xxxxxx X. Field Chairman and Chief Executive Officer Xxxxx X. Field President and Chief Operating Officer Xxxxxxx Xxxxxx Senior Vice President and Chief Financial Officer Xxxx X. Xxxxxxxx Executive Vice President and Secretary Xxxxxx X. Xxxxx Treasurer and Assistant Secretary Xxxx Xxxxxxx Assistant Secretary
(ii) Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have exercise such powers and perform such duties as are specified in this Agreement and as shall be determined from time to time may be assigned by the MemberBoard of Managers. At each annual meeting of the Board of Managers, the Managers by resolution shall choose a President, a Secretary and a Treasurer.
(iiib) In lieu Any Officer may be removed at any time by the affirmative vote of the standards Managers except that an Officer who is also a Manager may not be removed as an Officer unless and until he or she is removed as a Manager or his or her term as Manager expires.
(c) The salaries of conduct otherwise provided by law, officers all Officers and agents of the Company shall be subject to the same standards fixed by a resolution of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to Managers of the Company. An officer of the Company shall not be personally liable, as such, to the Company or its Members for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expenses of any nature (including, without limitation, attorneys' fees and disbursements)) for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under this Agreement or the applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.
(iv) The officers of the Company shall perform such duties and services and exercise such powers as may be provided by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may be assigned to them by any competent superior officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may xxxxx xxxxxx of attorney to individuals or entities to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, in incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers.
(vd) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers may delegate to any officer or committee the power to appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
(vi) The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, shall preside at all meetings of the Board of Managers, and shall perform such other duties as may from time to time be requested by the Board of Managers.
(vii) The CEO President shall be the chief executive officer of the Company. The CEO , shall preside at all meetings of the Members and Managers, shall have general supervision over and active management of the businessbusiness of the Company and shall see that all orders and resolutions of the Members and Managers are carried into effect. The President shall execute bonds, financesmortgages and other contracts requiring a seal, operations and welfare under the seal of the Company, subject however, except where required or permitted by law to the control of the Board of Managers. The CEO shall sign, executebe otherwise signed and executed, and acknowledge, in the name of the Company, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Managers, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers, or by this Agreement or by the CEO, Managers to some other officer or agent of the Company; and.
(e) The Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by a resolution of the Managers, shall, in generalthe absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have all powers and perform all duties incident to the position of a chief executive officer and such other powers and duties as from time to time may be assigned by the Board of Managers. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may require.
(viii) The President shall perform the duties of the CEO in the absence of the CEO and such other duties as Managers by resolution may from time to time be assigned to the President by the CEOprescribe.
(ixf) The Vice Presidents shall perform such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President.
(x) The Secretary or an Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof meetings of the Members, and shall record all the votes of the Managers and the minutes proceedings of the meetings of the Board of Managers and of committees of the Board in a book or books to be kept for that purpose; . The Secretary shall see that notices are given give, or cause to be given, notice of all meetings of the Members and records special meetings of the Members, and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned prescribed by the Board of Managers or President, under whose supervision the CEOSecretary shall be. The Secretary shall have custody of the seal and the Secretary shall have authority to affix the same to any’ instrument requiring it, and when so affixed, it may be attested by his or her signature. The Managers may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his or her signature.
(xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company under the direction and supervision of the CEO. The CFO shall see that a full and accurate accounting of all financial transactions is made; shall oversee the investment and reinvestment of the capital funds of the Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company's financial records by the Company's certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xiiig) The Treasurer shall perform the duties of the CFO in the absence of the CFO and shall have or provide for the custody of the funds or other property and Securities of the Company; Company and shall collect keep full and receive or provide for the collection accurate accounts of receipts and receipt of moneys earned by or disbursements in any manner due books belonging to or received by the Company; , and shall deposit all funds moneys and other valuable effects in his or her custody as Treasurer the name and to the credit of the Company in such banks or other places of deposit depositories as the Board of Managers may from time to time designate; shall, whenever so required be designated by the Board of Managers. The Treasurer shall disburse the funds of the Company as may be ordered by the Managers, taking proper vouchers for such disbursements, and shall render to the President and the Managers, at their regular meetings, or when Members so require, at a meeting of the Members, an account showing of all of such person’s transactions as Treasurer, treasurer and of the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO.
(xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board of Managers or by such committee or officer as may be designated by resolution of the Board, or in the absence of such designation by the CEO. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the Board, or by the officer or committee to which the power to appoint such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 3.(h)(v), or in the absence of such designation by the CEO or other officer designated by the CEO. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a Manager of the Company.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Officers of the Company. (ia) The Board of Managers may designate one or more Members may, from time to time, appoint individuals to serve act as officers of the Company. The officers of the Company shall be a Chairman, a Chief Executive Officer ("CEO"), including a President, an Executive one or more Vice President, a Senior Vice President, a Chief Operating Officer ("COO"), a Chief Financial Officer ("CFO"), a SecretaryPresidents, a Treasurer, one or more Assistant Treasurers, a Secretary and one or more Assistant Secretaries, subject to their removal by the Members with or without cause. The same individual may be appointed to more than one office. Officers may or may not be Members, as determined by the Members.
(b) Officers will have such other officers responsibilities and authority, and receive such compensation, as may be elected in accordance prescribed from time to time by the Members, and will report to the Members; provided, however that:
(i) If appointed, the President will have the responsibility and authority to conduct the day-to-day business affairs of the Company, consistent with the provisions of Section 3(g)(v). Officers may but need not be Managers or Members of the Company. All of the officers shall be natural persons of full age, except that the Treasurer may be a corporation. The Board of Managers may elect from among the members of the Board a Chairman of the Board this Agreement and a Vice Chairman of the Board who may but need not be officers of the Company. Any number of offices may be held by the same person. The initial officers of the Company shall be: Name Office ---- ------ Xxxxxx X. Field Chairman and Chief Executive Officer Xxxxx X. Field President and Chief Operating Officer Xxxxxxx Xxxxxx Senior Vice President and Chief Financial Officer Xxxx X. Xxxxxxxx Executive Vice President and Secretary Xxxxxx X. Xxxxx Treasurer and Assistant Secretary Xxxx Xxxxxxx Assistant Secretary
(ii) Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of Section 9.02 and any written contract between other restrictions that the Company Members may choose to impose.
(ii) If appointed, the Secretary will attend all meetings of the Members and record the proceedings of such personmeetings in books to be kept for such purpose as part of the Required Records. The officers shall Secretary will give, or cause to be given, notice of all meetings of Members, have custody of the Required Records, have such powers and perform such duties other responsibilities as may be prescribed from time to time may be assigned by the MemberPresident and report to the President. In the absence of a Secretary, the President will perform the responsibilities and exercise the authority of the Secretary.
(iii) In lieu of If appointed, the standards of conduct otherwise provided by law, officers Treasurer will have the custody of the Company shall funds, will keep or cause to be subject kept full and accurate accounts of receipts and disbursements in books belonging to the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, Company as shall at the time be applicable to Managers part of the Company. An officer Required Records, and will deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Company shall not in such depositories as may be personally liabledesignated by the President or the Members. The Treasurer will disburse or cause to be disbursed funds of the Company as may be ordered by the President or the Members, as suchtaking proper vouchers for such disbursements, and will render to the Company Members at their regular meetings or its Members for monetary damages (includingwhen a Member so requires, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expenses an account of any nature (including, without limitation, attorneys' fees and disbursements)) for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties all of his or her office under this Agreement or the applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.
(iv) The officers of the Company shall perform such duties and services and exercise such powers transactions as may be provided by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may be assigned to them by any competent superior officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may xxxxx xxxxxx of attorney to individuals or entities to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, in incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers.
(v) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers may delegate to any officer or committee the power to appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
(vi) The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, shall preside at all meetings of the Board of Managers, and shall perform such other duties as may from time to time be requested by the Board of Managers.
(vii) The CEO shall be the chief executive officer of the Company. The CEO shall have general supervision over the business, finances, operations and welfare of the Company, subject however, to the control of the Board of Managers. The CEO shall sign, execute, and acknowledge, in the name of the Company, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Managers, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers, or by this Agreement or by the CEO, to some other officer or agent of the Company; and, in general, shall have all powers and perform all duties incident to the position of a chief executive officer and such other powers and duties as from time to time may be assigned by the Board of Managers. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may require.
(viii) The President shall perform the duties of the CEO in the absence of the CEO and such other duties as may from time to time be assigned to the President by the CEO.
(ix) The Vice Presidents shall perform such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President.
(x) The Secretary or an Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof and shall record all the votes of the Managers and the minutes of the meetings of the Board of Managers Treasurer and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company under the direction and supervision of the CEO. The CFO shall see that a full and accurate accounting of all financial transactions is made; shall oversee the investment and reinvestment of the capital funds of the Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company's financial records by the Company's certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xiii) The Treasurer shall perform the duties of the CFO in the absence of the CFO and shall have or provide for the custody of the funds or other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Managers may from time to time designate; shall, whenever so required by the Board of Managers, render an account showing all transactions as Treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO.
(xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board of Managers or by such committee or officer as may be designated by resolution of the Board, or in . In the absence of such designation by a Treasurer, the CEO. The salaries or other compensation of any other officers, employees President will perform the responsibilities and other agents shall be fixed from time to time by exercise the Board, or by the officer or committee to which the power to appoint such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 3.(h)(v), or in the absence of such designation by the CEO or other officer designated by the CEO. No officer shall be prevented from receiving such salary or other compensation by reason authority of the fact that the officer is also a Manager of the CompanyTreasurer.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Natg Holdings LLC)
Officers of the Company. From Completion until the end of the EarnOut Period, unless an Intervention Event shall have occurred, the following provisions shall apply:
(ia) The Board until the employment of Managers Xxxxxx Xxxxxxxxx or Xxxxx Xxxxx, as the case may designate one be, with the Company is terminated (through such individual’s voluntarily termination, through such individual’s involuntarily termination pursuant to this Agreement or more individuals due to serve such individual’s death or “Incapability,” as officers such term is defined in such individual’s employment agreement with the Company or an Affiliate of the Company. The officers ), Xxxxxx Xxxxxxxxx shall have the title and customary responsibilities of Chief Executive Officer of the Company and Xxxxx Xxxxx shall be a Chairman, a Chief Executive Officer ("CEO"), a President, an Executive have the title and customary responsibilities of Vice President, a Senior Vice President, a Chief Operating Officer ("COO"), a Chief Financial Officer ("CFO"), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 3(g)(v). Officers may but need not be Managers or Members Strategy of the Company. All of Company;
(b) the officers shall be natural persons of full age, except that the Treasurer may be a corporation. The Board of Managers may elect from among the members of the Board a Chairman of the Board and a Vice Chairman of the Board who may but need not be officers of the Company. Any number of offices may be held by the same person. The initial officers President of the Company shall be: Name Office ---- ------ Xxxxxx X. Field Chairman (and Chief Executive Officer Xxxxx X. Field President and Chief Operating Officer Xxxxxxx Xxxxxx Senior Vice President and Chief Financial Officer Xxxx X. Xxxxxxxx Executive Vice President and Secretary Xxxxxx X. Xxxxx Treasurer and Assistant Secretary Xxxx Xxxxxxx Assistant Secretary
(iiany successor thereto) Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.
(iii) In lieu of the standards of conduct otherwise provided by law, officers a Majority Vote of the Company shall be subject to Board from a list of candidates provided by the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at Purchaser (it being understood that the time be applicable to Managers of the Company. An officer President of the Company shall not be personally liable, as such, to appointed without the approval of the Company Directors, which approval shall not be unreasonably withheld or its Members for monetary damages delayed);
(includingc) the Chief Financial Officer and General Counsel of the Company (and any successor thereto) shall be mutually agreed upon by the Purchaser and the Company Directors, without limitationin each case such agreement not to be unreasonably withheld or delayed;
(d) a threeperson committee of the Company Board (the “Nominating Committee”) consisting of the Company Directors and a member of the Company Board designated by the Purchaser shall (acting reasonably and taking into account all relevant factors, any judgmentincluding a person’s professional experience and general background), amount paid in settlementappoint the initial members of Senior Management, penaltyother than the Chief Executive Officer, punitive damages the Vice President, Strategy, the President, the Chief Financial Officer and the General Counsel;
(e) the Company’s Chief Executive Officer (or expenses of any nature if there is no Chief Executive Officer at the time, the Company’s most senior officer) shall have the exclusive authority (includingacting reasonably and taking into account all relevant factors, without limitation, attorneys' fees including a person’s professional experience and disbursements)other qualifications) for any action taken, and after consultation with a Purchaser Director or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under this Agreement or designee, to appoint all nonSenior Management positions of the Company;
(f) the Nominating Committee shall have the exclusive authority, acting reasonably, to determine the terms of employment of each member of Senior Management (which terms may include performancebased incentives), subject in each case to the terms of the Budget approved by the Company Board in accordance with the applicable provisions of law Section 4.4 and to the terms of such individual’s employment contract existing prior to the date of such determination, and provided that: (i) such terms of employment are consistent with the Purchaser’s compensation structure; and (ii) the Nominating Committee shall have no authority with respect to any equitybased compensation (whether such equitybased compensation relates to equity of the Purchaser, any Group Company or otherwise) other than with respect to the Plan;
(g) subject to Section 4.1(j), the Nominating Committee and the breach or failure to perform constitutes self-dealingChief Executive Officer shall have the concurrent authority, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.
(iv) The officers of the Company shall perform such duties and services and exercise such powers as may be provided by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may be assigned to them by any competent superior officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may xxxxx xxxxxx of attorney to individuals or entities to act as agent for or on behalf of the Companyacting reasonably, to do terminate the employment of any act which would be binding on member of Senior Management, other than the CompanyChief Executive Officer, in incur any expenditures on behalf of President, General Counsel or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers.
(v) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers may delegate to any officer or committee the power to appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
(vi) The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, shall preside at all meetings of the Board of Managers, and shall perform such other duties as may from time to time be requested by the Board of Managers.
(vii) The CEO shall be the chief executive officer of the Company. The CEO shall have general supervision over the business, finances, operations and welfare Chief Financial Officer of the Company, subject however, to compliance with the control terms of such individual’s employment agreement with the Company or an Affiliate of the Board Company;
(h) the Company Board, by a Majority Vote, shall have the authority to terminate the employment of Managers. The CEO shall sign, execute, the Chief Financial Officer and acknowledge, in the name General Counsel of the Company, deedssubject to compliance with the terms of such individual’s employment agreement with the Company or an Affiliate of the Company;
(i) subject to Section 4.1(k), mortgagesthe Company Board, bondsby a Supermajority Vote, contracts shall have the authority to terminate the employment of the Chief Executive Officer of the Company or the President of the Company, subject to compliance with the terms of such individual’s employment agreement with the Company or an Affiliate of the Company;
(j) notwithstanding anything to the contrary contained in this Agreement, the Company Board, by a Majority Vote, shall have the authority to terminate the employment of any member of Senior Management, other instrumentsthan the Chief Executive Officer of the Company and the President of the Company, authorized by for “Cause” (as such term is defined in such individual’s employment agreement with the Board Company or an Affiliate of Managersthe Company);
(k) notwithstanding anything to the contrary contained in this Agreement, except the Purchaser Directors shall have the authority to terminate the employment of the Chief Executive Officer for “Cause” (as such term is defined in cases where such individual’s employment agreement with the signing and execution thereof Company or an Affiliate of the Company);
(l) upon the termination of employment of any member of Senior Management, other than the Chief Executive Officer, President, General Counsel or Chief Financial Officer of the Company, the Nominating Committee shall be expressly delegated by have the Board exclusive authority
(m) in the event the employment of Managersthe Chief Executive Officer of the Company terminates (through his voluntarily termination, or by through his involuntarily termination pursuant to this Agreement or by due to his death or Incapability) , any replacement Chief Executive Officer shall not be appointed without the CEOapproval of the Purchaser Directors, which approval shall not be unreasonably withheld or delayed; and
(n) subject to some the other officer or agent provisions of this Agreement, each member of Senior Management, except for the President of the Company; and, in general, shall have all powers and perform all duties incident to the position of a chief executive officer and such other powers and duties as from time to time may be assigned by the Board of Managersresponsibilities customary for persons with similar positions in similar companies. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may require.
(viii) The President shall perform the duties of the CEO in the absence of the CEO and such other duties as may from time to time be assigned to the President by the CEO.
(ix) The Vice Presidents shall perform have such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President.
(x) The Secretary or an Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof and shall record all the votes of the Managers and the minutes of the meetings of the Board of Managers and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed determined by the Company as required Board by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Managers or the CEOa Supermajority Vote.
(xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company under the direction and supervision of the CEO. The CFO shall see that a full and accurate accounting of all financial transactions is made; shall oversee the investment and reinvestment of the capital funds of the Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company's financial records by the Company's certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xiii) The Treasurer shall perform the duties of the CFO in the absence of the CFO and shall have or provide for the custody of the funds or other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Managers may from time to time designate; shall, whenever so required by the Board of Managers, render an account showing all transactions as Treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO.
(xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board of Managers or by such committee or officer as may be designated by resolution of the Board, or in the absence of such designation by the CEO. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the Board, or by the officer or committee to which the power to appoint such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 3.(h)(v), or in the absence of such designation by the CEO or other officer designated by the CEO. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a Manager of the Company.
Appears in 1 contract
Samples: Earn Out Agreement
Officers of the Company. (i) The Board of Managers may designate one or more individuals to serve as officers of the Company. The officers of the Company shall be a Chairman, a Chief Executive Officer ("CEO"), a President, an Executive Vice President, a Senior Vice President, a Chief Operating Officer ("COO"), a Chief Financial Officer ("CFO"), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 3(g)(v). Officers may but need not be Managers or Members of the Company. All of the officers shall be natural persons of full age, except that the Treasurer may be a corporation. The Board of Managers may elect from among officers of the members Company (the “Officers”).
(a) The Officers shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer. The Company may also have, at the discretion of the Board of Managers, a Chairman corporate controller, one or more assistant secretaries and such other Officers as may be appointed in accordance with the provisions hereof. Each Officer shall hold office for the term for which such Officer is elected until such Officer’s successor has been elected. Any individual may hold any number of offices. No Officer need be a citizen of the Board and United States. If a Vice Chairman of the Board who Manager is a corporation, such corporation’s officers may but need not be officers serve as Officers of the Company. Any number of offices may be held by the same person. The initial officers of the Company Officers shall be: Name Office ---- ------ Xxxxxx X. Field Chairman and Chief Executive Officer Xxxxx X. Field President and Chief Operating Officer Xxxxxxx Xxxxxx Senior Vice President and Chief Financial Officer Xxxx X. Xxxxxxxx Executive Vice President and Secretary Xxxxxx X. Xxxxx Treasurer and Assistant Secretary Xxxx Xxxxxxx Assistant Secretary
(ii) Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have exercise such powers and perform such duties as are specified in this Agreement and as shall be determined from time to time may be assigned by the Member.
(iii) In lieu of the standards of conduct otherwise provided by law, officers of the Company shall be subject to the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to Managers of the Company. An officer of the Company shall not be personally liable, as such, to the Company or its Members for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expenses of any nature (including, without limitation, attorneys' fees and disbursements)) for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under this Agreement or the applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.
(iv) The officers of the Company shall perform such duties and services and exercise such powers as may be provided by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may be assigned to them by any competent superior officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may xxxxx xxxxxx of attorney to individuals or entities to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, in incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers.
(v) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, . At each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers may delegate to any officer or committee the power to appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
(vi) The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, shall preside at all meetings annual meeting of the Board of Managers, the Managers by resolution shall choose a President, a Secretary and shall perform such other duties as may from time to time be requested by the Board of Managersa Treasurer.
(viib) Any Officer may be removed at any time by the affirmative vote of Managers except that an Officer who is also a Manager may not be removed as an Officer unless and until he or she is removed as a Manager or his or her term as Manager expires.
(c) The CEO President shall be the chief executive officer of the Company. The CEO , shall preside at all meetings of the Members and Managers, shall have general supervision over and active management of the businessbusiness of the Company and shall see that all orders and resolutions of the Members and Managers are carried into effect. The President shall execute bonds, financesmortgages and other contracts requiring a seal, operations and welfare under the seal of the Company, subject however, except where required or permitted by law to the control of the Board of Managers. The CEO shall sign, executebe otherwise signed and executed, and acknowledge, in the name of the Company, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Managers, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers, or by this Agreement or by the CEO, Managers to some other officer or agent of the Company; and.
(d) The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by a resolution of the Managers, shall, in generalthe absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have all powers and perform all duties incident to the position of a chief executive officer and such other powers and duties as from time to time may be assigned by the Board of Managers. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may require.
(viii) The President shall perform the duties of the CEO in the absence of the CEO and such other duties as Managers by resolution may from time to time be assigned to the President by the CEOprescribe.
(ix) The Vice Presidents shall perform such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President.
(xe) The Secretary or an and Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof meetings of the Members, and shall record all the votes of the Managers and the minutes proceedings of the meetings of the Board of Managers and of committees of the Board in a book or books to be kept for that purpose; . The Secretary shall see that notices are given give, or cause to be given, notice of all meetings of the Members and records special meetings of the Members, and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned prescribed by the Board of Managers or President, under whose supervision the CEOSecretary shall be. The Secretary shall have custody of the seal and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Managers may give general authority to any other officer to affix the seal of the Company and to attest the affixing by his or her signature.
(xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company under the direction and supervision of the CEO. The CFO shall see that a full and accurate accounting of all financial transactions is made; shall oversee the investment and reinvestment of the capital funds of the Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company's financial records by the Company's certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xiiif) The Treasurer shall perform the duties of the CFO in the absence of the CFO and Assistant Treasurer shall have or provide for the custody of the funds or other property and securities of the Company; Company and shall collect keep full and receive or provide for the collection accurate accounts of receipts and receipt of moneys earned by or disbursements in any manner due books belonging to or received by the Company; , and shall deposit all funds moneys and other valuable effects in his or her custody as Treasurer the name and to the credit of the Company in such banks or other places of deposit depositories as the Board of Managers may from time to time designate; shall, whenever so required be designated by the Board of Managers. The Treasurer shall disburse the funds of the Company as may be ordered by the Managers, taking proper vouchers for such disbursements, and shall render to the President and the Managers, at their regular meetings, or when Members so require, at a meeting of the Members, an account showing of all of such person’s transactions as Treasurer, treasurer and of the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO.
(xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board of Managers or by such committee or officer as may be designated by resolution of the Board, or in the absence of such designation by the CEO. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the Board, or by the officer or committee to which the power to appoint such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 3.(h)(v), or in the absence of such designation by the CEO or other officer designated by the CEO. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a Manager of the Company.
Appears in 1 contract
Officers of the Company. (ia) The Board of Managers may designate Company shall have the following officers: a President; a Vice President, Treasurer and Chief Tax Officer; a Secretary; and one or more individuals to Assistant Secretaries. Each officer shall serve as officers until the next annual general meeting of Shareholders unless prior thereto such officer dies, becomes incapacitated, resigns or is removed from office. An officer may be removed only with the consent of the Company. Shareholder which appointed such officer.
(b) The officers of President and the Company shall be a Chairman, a Chief Executive Officer Secretary ("CEO"), a President, an Executive Vice President, a Senior Vice President, a Chief Operating Officer ("COO"), a Chief Financial Officer ("CFO"), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 3(g)(v). Officers may but need not be Managers or Members of the Company. All of the officers shall be natural persons of full age, except that the Treasurer may be a corporation. The Board of Managers may elect from among the members of the Board a Chairman of the Board and a Vice Chairman of the Board who may but need not be officers of the Company. Any number of which offices may be held by the same person. The initial officers of the Company shall be: Name Office ---- ------ Xxxxxx X. Field Chairman individual) and Chief Executive Officer Xxxxx X. Field President and Chief Operating Officer Xxxxxxx Xxxxxx Senior Vice President and Chief Financial Officer Xxxx X. Xxxxxxxx Executive Vice President and Secretary Xxxxxx X. Xxxxx Treasurer and Assistant Secretary Xxxx Xxxxxxx each Assistant Secretary
(ii) Each officer shall be appointed by, and shall serve at the pleasure ofif any, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.
(iii) In lieu of the standards of conduct otherwise provided by law, officers of the Company shall be nominated by the Class A Shareholder and shall be subject to the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to Managers approval of the CompanyBoard of Directors. An officer In addition, following the occurrence of the Class B Flip Date, the Vice President, Treasurer and Chief Tax Officer of the Company shall not also be personally liable, as such, nominated by the Class A Shareholder and shall be subject to the Company approval of the Board of Directors. The Class B Shareholder agrees to instruct the Directors appointed by it to vote in favor of the nominees for such officer positions who are nominated by the Class A Shareholder, or its Members for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages favor of removal or expenses replacement of any nature (including, without limitation, attorneys' fees and disbursements)) for any action taken, or any failure to take any action, unless such officer if requested by the officer has breached or failed to perform the duties of his or her office under this Agreement or the applicable provisions of law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal lawnominating Shareholder.
(ivc) The officers Prior to the occurrence of the Class B Flip Date, the Vice President, Treasurer and Chief Tax Officer of the Company shall perform such duties and services and exercise such powers as may be provided nominated by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may Class B Shareholder and shall be assigned to them by any competent superior officer. In addition subject to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may xxxxx xxxxxx of attorney to individuals or entities to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, in incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers.
(v) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers may delegate to any officer or committee the power to appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
(vi) The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, shall preside at all meetings approval of the Board of ManagersDirectors. The Class A Shareholder agrees to instruct the Directors appointed by it to vote in favor of the nominee for such officer position who is nominated by the Class B Shareholder, and shall perform or in favor of removal or replacement of such other duties as may from time to time be officer if requested by the Board of Managersnominating Shareholder.
(viid) The CEO shall be the chief executive officer President of the Company. The CEO Company shall have general supervision over the business, finances, rights and responsibilities to manage the day-to-day operations and welfare affairs of the Company, subject however, to the control Annual Budget and the overall direction of the Board of Managers. Directors.
(e) The CEO Vice-President, Treasurer and Chief Tax Officer of the Company shall signhave the rights and responsibilities to oversee the Annual Budget and the Company's books and accounting records, executemanage the Company's tax returns and tax elections, assist in determining Distributable Cash Flow pursuant to Section 3.08, and acknowledge, assist in the name of achieving the Company's compliance with the requirements in Section 3.10 and Article IV, deedsas well as any other duties assigned by the President, mortgages, bonds, contracts or other instruments, authorized and may utilize the services of a qualified accounting firm approved by the Board of ManagersDirectors (which shall initially be Deloitte & Touche LLP) to assist in the performance of such responsibilities.
(f) The Secretary of the Company shall have the rights and responsibilities to maintain the Company's minutes, except in cases where records, communications and other administrative duties as assigned by the signing and execution thereof shall President. The Secretary may be expressly delegated assisted by one or more Assistant Secretaries, if such are approved by the Board of ManagersDirectors, or by this Agreement or by the CEO, to some other officer or agent each of the Company; and, in general, whose duties shall have all powers and perform all duties incident to the position of a chief executive officer and such other powers and duties as from time to time may be assigned by the Board of Managers. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may requireSecretary.
(viii) The President shall perform the duties of the CEO in the absence of the CEO and such other duties as may from time to time be assigned to the President by the CEO.
(ix) The Vice Presidents shall perform such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President.
(x) The Secretary or an Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof and shall record all the votes of the Managers and the minutes of the meetings of the Board of Managers and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company under the direction and supervision of the CEO. The CFO shall see that a full and accurate accounting of all financial transactions is made; shall oversee the investment and reinvestment of the capital funds of the Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company's financial records by the Company's certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xiii) The Treasurer shall perform the duties of the CFO in the absence of the CFO and shall have or provide for the custody of the funds or other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Managers may from time to time designate; shall, whenever so required by the Board of Managers, render an account showing all transactions as Treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO.
(xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board of Managers or by such committee or officer as may be designated by resolution of the Board, or in the absence of such designation by the CEO. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the Board, or by the officer or committee to which the power to appoint such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 3.(h)(v), or in the absence of such designation by the CEO or other officer designated by the CEO. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a Manager of the Company.
Appears in 1 contract
Officers of the Company. (i) The Board of Managers may designate one or more individuals to serve as officers of the Company. The officers of the Company shall be a Chairman, a Chief Executive Officer ("“CEO"”), a President, an Executive Vice President, a Senior Vice President, a Chief Operating Officer ("“COO"”), a Chief Financial Officer ("“CFO"”), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 3(g)(v). Officers may but need not be Managers or Members of the Company. All of the officers shall be natural persons of full age, except that the Treasurer may be a corporation. The Board of Managers may elect from among the members of the Board a Chairman of the Board and a Vice Chairman of the Board who may but need not be officers of the Company. Any number of offices may be held by the same person. The initial officers of the Company shall be: Name Office ---- ------ Xxxxxx X. Field Chairman and Chief Executive Officer Xxxxx X. Field President and Chief Operating Officer Xxxxxxx Xxxxxx Senior Vice President and Chief Financial Officer Xxxx X. Xxxxxxxx Executive Vice President and Secretary Xxxxxx X. Xxxxx Treasurer and Assistant Secretary Xxxx Xxxxxxx Assistant Secretary
(ii) Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.
(iii) In lieu of the standards of conduct otherwise provided by law, officers of the Company shall be subject to the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at the time be applicable to Managers of the Company. An officer of the Company shall not be personally liable, as such, to the Company or its Members for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expenses of any nature (including, without limitation, attorneys' ’ fees and disbursements)) for any action taken, or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under this Agreement or the applicable provisions of law and the breach or failure to perform constitutes self-self dealing, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.
(iv) The officers of the Company shall perform such duties and services and exercise such powers as may be provided by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may be assigned to them by any competent superior officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may xxxxx xxxxxx of attorney to individuals or entities to act as agent for or on behalf of the Company, to do any act which would be binding on the Company, in incur any expenditures on behalf of or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers.
(v) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers may delegate to any officer or committee the power to appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
(vi) The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, shall preside at all meetings of the Board of Managers, and shall perform such other duties as may from time to time be requested by the Board of Managers.
(vii) The CEO shall be the chief executive officer of the Company. The CEO shall have general supervision over the business, finances, operations and welfare of the Company, subject however, to the control of the Board of Managers. The CEO shall sign, execute, and acknowledge, in the name of the Company, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board of Managers, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers, or by this Agreement or by the CEO, to some other officer or agent of the Company; and, in general, shall have all powers and perform all duties incident to the position of a chief executive officer and such other powers and duties as from time to time may be assigned by the Board of Managers. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may require.
(viii) The President shall perform the duties of the CEO in the absence of the CEO and such other duties as may from time to time be assigned to the President by the CEO.
(ix) The Vice Presidents shall perform such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President.
(x) The Secretary or an Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof and shall record all the votes of the Managers and the minutes of the meetings of the Board of Managers and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the Company as required by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company under the direction and supervision of the CEO. The CFO shall see that a full and accurate accounting of all financial transactions is made; shall oversee the investment and reinvestment of the capital funds of the Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company's ’s financial records by the Company's ’s certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xiii) The Treasurer shall perform the duties of the CFO in the absence of the CFO and shall have or provide for the custody of the funds or other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Managers may from time to time designate; shall, whenever so required by the Board of Managers, render an account showing all transactions as Treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO.
(xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board of Managers or by such committee or officer as may be designated by resolution of the Board, or in the absence of such designation by the CEO. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the Board, or by the officer or committee to which the power to appoint such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 3.(h)(v), or in the absence of such designation by the CEO or other officer designated by the CEO. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a Manager of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Entercom Springfield, LLC)
Officers of the Company. From Completion until the end of the Earn-Out Period, unless an Intervention Event shall have occurred, the following provisions shall apply:
(ia) The Board until the employment of Managers Nxxxxx Xxxxxxxxx or Jxxxx Xxxxx, as the case may designate one be, with the Company is terminated (through such individual’s voluntarily termination, through such individual’s involuntarily termination pursuant to this Agreement or more individuals due to serve such individual’s death or “Incapability,” as officers such term is defined in such individual’s employment agreement with the Company or an Affiliate of the Company. The officers ), Nxxxxx Xxxxxxxxx shall have the title and customary responsibilities of Chief Executive Officer of the Company and Jxxxx Xxxxx shall be a Chairman, a Chief Executive Officer ("CEO"), a President, an Executive have the title and customary responsibilities of Vice President, a Senior Vice President, a Chief Operating Officer ("COO"), a Chief Financial Officer ("CFO"), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 3(g)(v). Officers may but need not be Managers or Members Strategy of the Company. All of ;
(b) the officers shall be natural persons of full age, except that the Treasurer may be a corporation. The Board of Managers may elect from among the members of the Board a Chairman of the Board and a Vice Chairman of the Board who may but need not be officers of the Company. Any number of offices may be held by the same person. The initial officers President of the Company shall be: Name Office ---- ------ Xxxxxx X. Field Chairman (and Chief Executive Officer Xxxxx X. Field President and Chief Operating Officer Xxxxxxx Xxxxxx Senior Vice President and Chief Financial Officer Xxxx X. Xxxxxxxx Executive Vice President and Secretary Xxxxxx X. Xxxxx Treasurer and Assistant Secretary Xxxx Xxxxxxx Assistant Secretary
(iiany successor thereto) Each officer shall be appointed by, and shall serve at the pleasure of, the Member, and may be removed with or without cause at any time by the Member, subject to the provisions of any written contract between the Company and such person. The officers shall have such powers and perform such duties as from time to time may be assigned by the Member.
(iii) In lieu of the standards of conduct otherwise provided by law, officers a Majority Vote of the Company shall be subject to Board from a list of candidates provided by the same standards of conduct, including standards of care and loyalty and rights of justifiable reliance, as shall at Purchaser (it being understood that the time be applicable to Managers of the Company. An officer President of the Company shall not be personally liable, as such, to appointed without the approval of the Company Directors, which approval shall not be unreasonably withheld or its Members for monetary damages delayed);
(includingc) the Chief Financial Officer and General Counsel of the Company (and any successor thereto) shall be mutually agreed upon by the Purchaser and the Company Directors, without limitationin each case such agreement not to be unreasonably withheld or delayed;
(d) a three-person committee of the Company Board (the “Nominating Committee”) consisting of the Company Directors and a member of the Company Board designated by the Purchaser shall (acting reasonably and taking into account all relevant factors, any judgmentincluding a person’s professional experience and general background), amount paid in settlementappoint the initial members of Senior Management, penaltyother than the Chief Executive Officer, punitive damages the Vice President, Strategy, the President, the Chief Financial Officer and the General Counsel;
(e) the Company’s Chief Executive Officer (or expenses of any nature if there is no Chief Executive Officer at the time, the Company’s most senior officer) shall have the exclusive authority (includingacting reasonably and taking into account all relevant factors, without limitation, attorneys' fees including a person’s professional experience and disbursements)other qualifications) for any action taken, and after consultation with a Purchaser Director or any failure to take any action, unless the officer has breached or failed to perform the duties of his or her office under this Agreement or designee, to appoint all non-Senior Management positions of the Company;
(f) the Nominating Committee shall have the exclusive authority, acting reasonably, to determine the terms of employment of each member of Senior Management (which terms may include performance-based incentives), subject in each case to the terms of the Budget approved by the Company Board in accordance with the applicable provisions of law Section 4.4 and to the terms of such individual’s employment contract existing prior to the date of such determination, and provided that: (i) such terms of employment are consistent with the Purchaser’s compensation structure; and (ii) the Nominating Committee shall have no authority with respect to any equity-based compensation (whether such equity-based compensation relates to equity of the Purchaser, any Group Company or otherwise) other than with respect to the Plan;
(g) subject to Section 4.1(j), the Nominating Committee and the breach or failure to perform constitutes self-dealingChief Executive Officer shall have the concurrent authority, willful misconduct or recklessness. The provisions of this subsection shall not apply to the responsibility or liability of an officer pursuant to any criminal statute or for the payment of taxes pursuant to local, state or federal law.
(iv) The officers of the Company shall perform such duties and services and exercise such powers as may be provided by the Act, the Certificate of Formation or this Agreement, or as the Board of Managers may from time to time determine or as may be assigned to them by any competent superior officer. In addition to the designation of officers and the enumeration of their respective duties, services and powers, the Board of Managers may xxxxx xxxxxx of attorney to individuals or entities to act as agent for or on behalf of the Companyacting reasonably, to do terminate the employment of any act which would be binding on member of Senior Management, other than the CompanyChief Executive Officer, in incur any expenditures on behalf of President, General Counsel or for the Company, or to execute, deliver and perform any agreements, acts, transactions or other matters on behalf of the Company. Such powers of attorney may be revoked or modified as deemed necessary by the Board of Managers.
(v) The Board of Managers may from time to time appoint such other officers and such committees, employees or other agents as the business of the Company may require, including one or more vice presidents, assistant secretaries, and assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in this Agreement, or as the Board of Managers may from time to time determine. The Board of Managers may delegate to any officer or committee the power to appoint subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.
(vi) The Chairman of the Board or in the absence of the Chairman, the Vice Chairman of the Board, shall preside at all meetings of the Board of Managers, and shall perform such other duties as may from time to time be requested by the Board of Managers.
(vii) The CEO shall be the chief executive officer of the Company. The CEO shall have general supervision over the business, finances, operations and welfare Chief Financial Officer of the Company, subject however, to compliance with the control terms of such individual’s employment agreement with the Company or an Affiliate of the Board Company;
(h) the Company Board, by a Majority Vote, shall have the authority to terminate the employment of Managers. The CEO shall sign, execute, the Chief Financial Officer and acknowledge, in the name General Counsel of the Company, deedssubject to compliance with the terms of such individual’s employment agreement with the Company or an Affiliate of the Company;
(i) subject to Section 4.1(k), mortgagesthe Company Board, bondsby a Supermajority Vote, contracts shall have the authority to terminate the employment of the Chief Executive Officer of the Company or the President of the Company, subject to compliance with the terms of such individual’s employment agreement with the Company or an Affiliate of the Company;
(j) notwithstanding anything to the contrary contained in this Agreement, the Company Board, by a Majority Vote, shall have the authority to terminate the employment of any member of Senior Management, other instrumentsthan the Chief Executive Officer of the Company and the President of the Company, authorized by for “Cause” (as such term is defined in such individual’s employment agreement with the Board Company or an Affiliate of Managersthe Company);
(k) notwithstanding anything to the contrary contained in this Agreement, except the Purchaser Directors shall have the authority to terminate the employment of the Chief Executive Officer for “Cause” (as such term is defined in cases where such individual’s employment agreement with the signing Company or an Affiliate of the Company);
(l) upon the termination of employment of any member of Senior Management, other than the Chief Executive Officer, President, General Counsel or Chief Financial Officer of the Company, the Nominating Committee shall have the exclusive authority (acting reasonably and execution thereof shall be expressly delegated by taking into account all relevant factors, including a person’s professional experience and general background) and upon consultation with the Board Purchaser, to appoint a successor thereto;
(m) in the event the employment of Managersthe Chief Executive Officer of the Company terminates (through his voluntarily termination, or by through his involuntarily termination pursuant to this Agreement or by due to his death or Incapability) , any replacement Chief Executive Officer shall not be appointed without the CEOapproval of the Purchaser Directors, which approval shall not be unreasonably withheld or delayed; and
(n) subject to some the other officer or agent provisions of this Agreement, each member of Senior Management, except for the President of the Company; and, in general, shall have all powers and perform all duties incident to the position of a chief executive officer and such other powers and duties as from time to time may be assigned by the Board of Managersresponsibilities customary for persons with similar positions in similar companies. The CEO shall from time to time make such reports of the affairs of the Company as the Board or the Member may require.
(viii) The President shall perform the duties of the CEO in the absence of the CEO and such other duties as may from time to time be assigned to the President by the CEO.
(ix) The Vice Presidents shall perform have such duties as may from time to time be assigned to them by the Board of Managers, the CEO or the President.
(x) The Secretary or an Assistant Secretary shall attend all meetings of the Board of Managers and all committees thereof and shall record all the votes of the Managers and the minutes of the meetings of the Board of Managers and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed determined by the Company as required Board by law; and, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Managers or the CEOa Supermajority Vote.
(xi) The COO shall be the chief operating officer and shall have general management and supervision of the operations of the Company under the direction and supervision of the CEO; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xii) The CFO shall be the chief financial officer and shall have general management and supervision of the fiscal affairs of the Company under the direction and supervision of the CEO. The CFO shall see that a full and accurate accounting of all financial transactions is made; shall oversee the investment and reinvestment of the capital funds of the Company; shall oversee the preparation of any financial reports of the Company; shall cooperate in the conduct of the annual audit of the Company's financial records by the Company's certified public accountants; and in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers or the CEO.
(xiii) The Treasurer shall perform the duties of the CFO in the absence of the CFO and shall have or provide for the custody of the funds or other property of the Company; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Company; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Board of Managers may from time to time designate; shall, whenever so required by the Board of Managers, render an account showing all transactions as Treasurer, and the financial condition of the Company; and, in general, shall discharge such other duties as may from time to time be assigned by the Board of Managers, the CEO, or the CFO.
(xiv) The salaries of the officers elected by the Board of Managers shall be fixed from time to time by the Board of Managers or by such committee or officer as may be designated by resolution of the Board, or in the absence of such designation by the CEO. The salaries or other compensation of any other officers, employees and other agents shall be fixed from time to time by the Board, or by the officer or committee to which the power to appoint such officers or to retain or appoint such employees or other agents has been delegated pursuant to Section 3.(h)(v), or in the absence of such designation by the CEO or other officer designated by the CEO. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that the officer is also a Manager of the Company.
Appears in 1 contract
Samples: Earn Out Agreement (Ebay Inc)
