Powers of the Members. (a) The Company shall be managed by the Members in proportion to their Membership Percentages. Each Member shall have the power to do all things appropriate to the accomplishment of the purposes of the Company, including (but not limited to): (1) entering into any and all agreements and executing contracts, notes, mortgages and other writings; (2) paying all Company obligations including construction cost expenditures and property management fees; (3) purchasing and maintaining insurance on behalf of the Company and its Members and employees or agents against any liability or expense asserted against or incurred by the Company or such persons; (4) transacting the Company's business under an assumed name or name other than its name as set forth in the Articles and
filing a Certificate of Assumed Name with the Michigan Department of Commerce; (5) appointing any Member or other person as agent for service of process on the Company as required by the law of any state in which the Company transacts business; (6) commencing, prosecuting or defending any proceeding in the Company's name; (7) participating with others in partnerships, joint ventures, and other associations of any kind; and (8) doing such other acts as may facilitate the Company's business.
(b) Every contract, lease, deed or other instrument executed by a Member or Members holding a Majority Interest of the Membership Percentages shall be conclusive evidence, at the time of execution, that this Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner not disclosed in the Articles and that the execution and delivery of such instrument was duly authorized by the Members.
(c) Davix X. Xxxxxx xxxll act as "tax matters Partner" of the Company, as defined in Code Section 6231(a)(7).
Powers of the Members. No Member, acting solely in his, her or its capacity as a Member, shall act as an agent of the Company or have any authority to act for or to bind the Company.
Powers of the Members. (a) The Company shall be managed by its Members. Subject to the other provisions of this Section 5 and Section 6, each Member shall have the authority, on behalf of the Company, to do all things appropriate to the accomplishment of the purposes of the Company, including (but not limited to): (1) acquiring and selling, assigning and transferring installment obligations, leases, retail installment sales contracts, inventory loans, promissory notes, security agreements and receivables, (2) disbursing Company funds for Company purposes; (3) investing and reinvesting Company funds; (4) executing contracts, notes, mortgages and other writings; (5) employing attorneys, accountants, managers or other agents, which may include Affiliates of the Company; (6) paying all Company obligations; (7) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (8) purchasing and maintaining insurance on behalf of the Company against any liability or expense asserted against or incurred by the Company; (9) transacting the Company's business under an assumed name or name other than its name as set forth in the Certificate of Formation and filing a certificate of assumed name in any applicable jurisdiction; (10) appointing any Member or other person as agent for service of process on the Company as required by the law of any state in which the Company transacts business; (11) commencing, prosecuting or defending any proceeding in the Company's name; and (12) doing such other acts as may facilitate the Company's exercise of its powers, provided, however, that all such acts shall fall within the business purposes of the Company as set forth in this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, the Members shall ensure that the Company shall at all times have at least one Independent Member, which may be the sole Member, and no action of the type described in Section 6 shall occur without the consent of each such Independent Member.
(c) The Members, acting by Majority Interest and by a written instrument, may from time to time delegate all or any of their powers or duties hereunder (except as provided in Section 6) to one or more Members. Any Member may by written instrument delegate any of its powers and duties (except as provided in Section 6) to any other Member, in which event any exercise or performance of such powers or duties by su...
Powers of the Members. Except as expressly provided in this Agreement, the Members shall take no part in the management of the business or transact any business for the Company and shall have no power to sign for or bind the Company solely in their capacity as Members; provided, however, that the Members shall have the approval and consent rights provided under the Act and this Agreement.
Powers of the Members. 7 Section 5.02. Limitations on Powers of Members.................................8 TABLE OF CONTENTS Section 5.03. Self Dealing.....................................................9 Section 5.04. Standard of Care; Liability......................................9 Section 5.05. Compensation.....................................................9 Section 5.06. Meetings of Members..............................................9 Section 5.07. Consent..........................................................9 Section 5.08. Independent Member..............................................10 Section 5.09. Managers........................................................10 ARTICLE SIX POWER TO INSTITUTE BANKRUPTCY OR INSOLVENCY PROCEEDINGS
Powers of the Members. The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. The Members shall also have the power to authorize the Board to possess and exercise any right or power not already vested in the Board pursuant to Article 6 or any other provision of this Agreement. In addition to the foregoing, the Members have the power to exercise any and all other rights or powers of the Company and to do all lawful acts and things as are not by the Delaware Act or this Agreement directed or required to be exercised or done only by the Board. Except as provided herein, the Members shall have no power to bind the Company.
Powers of the Members. Each Member who is not a Terminated Member shall have full power and shall have the obligation without the necessity of obtaining the Approval of any other Member (except as otherwise set forth in this Agreement), and at the expense of the Company, to take all actions required to conduct the day-to-day operations of the Company and accomplish the purposes stated in this Agreement, and, subject to the availability of Company funds, to implement the Major Decisions and other decisions that have been Approved by the Members, and to pay the expenses of the Company (or cause them to be paid) when due. Neither Member (nor any officer) shall have the power to implement any Major Decision unless such Major Decision has been Approved by the Members, as set forth in Section 5.1.6.2 hereof.
Powers of the Members. (a) Except as provided in Section 5.1(c), the Members have the right to propose that the Operating Company and/or the Manager take certain actions with respect to the Operating Company’s business or the Operating Company Assets, including, but not limited to, Major Decisions in accordance with the procedure described in Section 5.1(b).
(b) Whenever an action is proposed by any Member pursuant to Section 5.1(a), or by the Manager with respect to any Major Decision, the Manager shall first send to all Members written notice (the “Proposed Action Notice”) setting forth the particulars of the proposed action (the “Proposed Action”). The Proposed Action Notice shall include a ballot on which the Member may mxxx its vote for or against the Proposed Action. Consistent with the provisions of Section 9.2, the Members shall respond to the Proposed Action Notice by returning the marked ballot to the Manager within fourteen (14) days of the receipt of the Proposed Action Notice. A Member not returning the ballot within the prescribed period shall be deemed to have voted for the Proposed Action. The Manager shall promptly notify all Members of the results of the vote. Subject to Section 4.3, the Manager shall be authorized to take action with respect to such Proposed Action if such Proposed Action has been approved by Members holding a majority of the Membership Interests.
Powers of the Members. The Members shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement; with the exception that only the Managing Member shall have the power and authority set forth in Section 12 hereof.
Powers of the Members. Except as otherwise provided in the Agreement, as to any matters on which the Members have a 1ight to vote such vote shall require an affirmative vote of a Majority of the Membership Interests.
