Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to: (a) to expend the Company’s capital and income; (b) to make such investments as the managers may from time to time select; (c) to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest; (d) to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company; (e) to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company; (f) to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary; (g) to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, xxxx of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company; (h) to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property; (i) to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager; (j) to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports; (k) to open accounts and to deposit and maintain funds in the name of the Company; (l) to make all decisions related to principles and methods of accounting and federal income tax elections; and (m) to execute, acknowledge and deliver any and all documents or instruments in connection with any or all of the foregoing.
Appears in 9 contracts
Samples: Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.), Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.), Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.)
