Powers and Management Clause Samples

Powers and Management. The Company shall be managed by a Board of Managers, which shall have, subject to the control of the Members, general supervision, direction and control of the business of the Company, and shall have such rights, duties and powers as are useful or appropriate for the day-to-day management and conduct of the Company’s business, are specified in this Agreement, or are conferred upon the Board of Managers by vote of the Members. Each Manager is authorized to execute and deliver on behalf of the Company and in its name (a) contracts, conveyances, assignments, leases, subleases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company’s business and assets; (b) checks, drafts, and other orders for the payment of the Company’s funds; (c) promissory notes, mortgages, deeds of trust, security agreements, and other similar documents; and (d) other instruments of any kind or character relating to the Company’s affairs, whether like or unlike the foregoing. The number of Managers of the Company shall be three (3) until changed upon the unanimous decision of the Members. The Managers shall be ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇. Any action required or permitted to be taken by the Board of Managers may be taken without a meeting and will have the same force and effect as if taken by a vote of the Board of Managers at a meeting properly called and noticed, if authorized by a writing signed by all of the Managers. The fiduciary duties that a Manager owes to the Company and the Members are those of a partner of a partnership to the partners of the partnership. Notwithstanding the foregoing and except as otherwise expressly provided in any employment agreement or other agreement between the Company and any Member or Manager, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member or Manager or any Affiliate of any Member or Manager, to conduct any other business or activity whatsoever, except that such other business or activity shall not directly compete with the Company’s business. No Member or Manager shall be accountable to the Company or to any other Member or Manager with respect to such other business or activity.