Rights and Powers of Members. In addition to the rights of the Members to remove and replace the Manager pursuant to Section 3.8, and as otherwise provided for in Section 3.2, the Members shall have the right to vote upon and take any of the following actions upon the approval of a Majority, without the concurrence of the Manager, and an affirmative vote of a Majority shall be required to allow or direct the Manager to:
6.2.1 Dissolve and windup the Company before the expiration of the term of the Company;
6.2.2 Amend this Agreement, subject to the rights to the Manager granted in Section 15.4 of this Agreement and subject also to the prior consent of the Manager if either the distributions due to the Manager or the duties of the Manager are affected;
6.2.3 Merge the Company or sell all or substantially all of the assets of the Company, otherwise than in the ordinary course of its business.
6.2.4 Change the nature of the Company’s business;
6.2.5 Elect to continue the business of the Company other than in the circumstances described in Section 3.8 of this Agreement.
Rights and Powers of Members. 12.1 With the exception of the manager(s) designated in Article 9 herein and as they shall be so elected from time to time, no member of the limited liability company shall participate in the management of the business and affairs of the limited liability company, except as otherwise provided in these Articles.
12.2 The manager of the limited liability company shall have the authority to amend these Articles provided that any such amendment shall have received the consent of those members whose aggregate percentage interests in the limited liability company exceed fifty percent (50%) of the total percentage interests of all members of the limited liability company and the agreement of a majority in number of the managers. A sale, exchange, lease, mortgage, pledge or other transfer of any substantial assets of the limited liability company shall require consent of members whose aggregate percentage interests in the limited liability company exceed seventy-five percent (75%) of the total percentage interests of all members of the limited liability company.
12.3 Meetings of the limited liability company for any purpose shall be held at the call of the manager. All such meetings shall be held at a place designated by the manager, and notice of such location and of the date and time of the meeting shall be given by the manager to each member at least ten (10) days prior to such date (unless such notice is waived as to any member, by such member).
12.4 The members of the limited liability company shall have the right and the power to admit additional members upon the unanimous consent of all of the then members.
Rights and Powers of Members. In addition to the rights of the Members to remove and replace the Manager and as otherwise provided for in Section 3.2, the Members shall have the right to vote upon and take any of the following actions upon the approval of a Majority, without the concurrence of the Manager, and an affirmative vote of a Majority shall be required to allow or direct the Manager to:
6.2.1: Dissolve and windup the Company except as provided in this Agreement;
6.2.2: Amend this Agreement, subject to the rights to the Manager granted in Section 15.4 of this Agreement and subject also to the prior consent of the Manager if either the distributions due to the Manager or the duties of the Manager are affected;
6.2.3: Merge the Company or sell all or substantially all of the assets of the Company, otherwise than in the ordinary course of its business;
6.2.4: Change the nature of the Company’s business; and
Rights and Powers of Members. Section 7.01. Admission of New Members 12 Section 7.02. Powers of Members 12 Section 7.03. Transactions Between a Member or Managing Member and the Company 12 Section 7.04. Nonrestriction of Business Pursuits of Members and Managing Members 12 Section 7.05. Partition 12 Section 7.06. Resignations; Retirement 12 Section 7.07. Indemnification of Members and Managing Members 12 Section 7.08. Indemnification of Heirs, Executors and Administrators 13 Section 8.01. Required Officers 13 Section 8.02. Election of Officers 13 Section 8.03. Compensation of Officers 13 Section 8.04. Term of Office 13 Section 8.05. Duties of Chairman 13 Section 8.06. Duties of Vice-Chairman 13 Section 8.07. Duties of President 13 Section 8.08. Duties of Vice-President 13 Section 8.09. Duties of Secretary 14 Section 8.10. Duties of Assistant Secretary 14 Section 8.11. Duties of Treasurer 14 Section 8.12. Duties of Assistant Treasurer 14 Section 8.13. Indemnification of the Officers 14 Section 9.01. Restrictions on Transfers of a Member’s Interest 15 Section 9.02. Restrictions on Transfers 15 Section 9.03. Incapacity of Members 15 Section 9.04. Survival of Liabilities 15 Section 10.01. Dissolution 15 Section 10.02. Effect of Dissolution 16 Section 10.03. Procedure in Dissolution and Liquidation 16
Rights and Powers of Members. The Members shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way, except for the rights and powers of the Members specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the LLCA.
Rights and Powers of Members. The Members shall have all specific rights and powers required for the management of the business of the Company including the right to do the following:
a. Conduct its business, carry on its operations and have and exercise the powers granted by law in any state, territory, district or possession of the United States, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized;
b. Acquire by purchase, lease or otherwise any asset which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;
c. Sell, assign, convey, operate, construct, improve, or lease any asset for Company purposes;
d. Execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the management, maintenance and operation of the business, or in connection with managing the affairs of the Company, including executing amendments to this Operating Agreement and the Articles in accordance with the terms of this Operating Agreement;
e. Borrow money and issue evidences of indebtedness, and secure the payment of the same by mortgage, pledge or other lien on Company assets, but only to the extent that such indebtedness, based on the advice of counsel to the Company, would not constitute acquisition indebtedness; provided, however, that the Members shall not borrow money or issue any evidence of indebtedness for the purpose of making additional loans or purchasing additional investment securities for and on behalf of the Company;
f. Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or encumber any or all of the Company's assets;
g. Prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the assets of the Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets;
h. Care for and distribute funds to the Members, by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Operating Agreement, and perform all matters in furtherance of the objectives of the Company or this Operating Agreement;
i. Contract on behalf of the Company for the employment and services of employees and/or independent contractors, such as lawyers and accountant...
Rights and Powers of Members. Section 6.01. Admission of New Members 12 Section 6.02. Powers of Members 12 Section 6.03. Nonrestriction of Business Pursuits of Members 12 Section 6.04. Reimbursements 12 Section 6.05. Partition 13 Section 6.06. Resignations; Retirement 13 Section 6.07. Indemnification of Members and the Manager 13 Section 6.08. Indemnification of Heirs, Executors and Administrators 14 Section 6.09. Representations and Warranties 14
Rights and Powers of Members. A Majority Interest of the Members shall have the right to vote upon, and to approve or disapprove, the following matters, and no others, provided, that the matters described in subsections (a), (b) and (c) below shall also require the prior written consent of the Manager:
(a) dissolution and termination of the Company;
(b) amendment to this Agreement, provided that this subsection (b) shall not apply to the matters set forth in Section 12.5 below, with respect to which matters the Manager alone may amend this Agreement without the vote of the Members;
(c) merger or consolidation of the Company pursuant to Section 9.3 below; and
(d) Removal of the Manager and election of a successor Manager, in the manner and subject to the conditions described in Section 3.5 above.
Rights and Powers of Members. 12 Meetings........................................................................................12
Rights and Powers of Members
