Common use of Standards For Directors Clause in Contracts

Standards For Directors. The only fiduciary duties a Director owes to the Company and the Members are the duty of loyalty and the duty of care set forth in the following subparagraphs (a) and (b): (a) A Director's duty of loyalty to the Company and the Members is limited to the following: (i) To account to the Company and to hold as trustee for the Company any property, profit or benefit derived by the Director regarding any of the following: (1) in the conduct or winding up of the Company's activities; (2) from a use by the Director of the Company's property; or (3) from the appropriation of a Company opportunity; (ii) To refrain from dealing with the Company in the conduct or winding up of the Company's activities as or on behalf of a Person having an interest adverse to the Company; and (iii) To refrain from competing with the Company in the conduct of the Company's activities before the dissolution of the Company;

Appears in 9 contracts

Samples: Operating Agreement (Lincolnway Energy, LLC), Operating Agreement (Lincolnway Energy, LLC), Operating Agreement (Lincolnway Energy, LLC)

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Standards For Directors. The only fiduciary duties a Director owes to the Company and the Members are the duty of loyalty and the duty of care set forth in the following subparagraphs (a) and (b): (a) A Director's duty of loyalty to the Company and the Members is limited to the following: (i) To account to the Company and to hold as trustee for the Company any property, profit or benefit derived by the Director regarding any of the following: (1) in the conduct or winding up of the Company's activities; (2) from a use by the Director of the Company's property; or (3) from the appropriation of a Company opportunity; (ii) To refrain from dealing with the Company in the conduct or winding up of the Company's activities as or on behalf of a Person having an interest adverse to the Company; and (iii) To refrain from competing with the Company in the conduct of the Company's activities before the dissolution of the Company; provided, however, that (1) the Directors who are not interested in the specific act or transaction in question may, by the vote of a majority of those Directors, authorize or ratify, after full disclosure of all material facts, a specific act or transaction that would otherwise violate the above described duty of loyalty;

Appears in 1 contract

Samples: Operating Agreement (Lincolnway Energy, LLC)

Standards For Directors. The only fiduciary duties a Director owes to the Company and the Members are the duty of loyalty and the duty of care set forth in the following subparagraphs (a) and (b): (a) A Director's duty of loyalty to the Company and the Members is limited to the following: (i) To account to the Company and to hold as trustee for the Company any property, profit or benefit derived by the Director regarding any of the following: (1) in the conduct or winding up of the Company's activities; (2) from a use by the Director of the Company's property; or (3) from the appropriation of a Company opportunity; (ii) To refrain from dealing with the Company in the conduct or winding up of the Company's activities as or on behalf of a Person having an interest adverse to the Company; and (iii) To refrain from competing with the Company in the conduct of the Company's activities before the dissolution of the Company;; provided, however, that (1) the Directors who are not interested in the specific act or transaction in question may, by the vote of a majority of those Directors, authorize or ratify, after full disclosure of all material

Appears in 1 contract

Samples: Operating Agreement

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Standards For Directors. The only fiduciary duties a Director owes to the Company and the Members are the duty of loyalty and the duty of care set forth in the following subparagraphs (a) and (b): (a) A Director's ’s duty of loyalty to the Company and the Members is limited to the following: (i) To account to the Company and to hold as trustee for the Company any property, profit or benefit derived by the Director regarding any of the following: (1) in the conduct or winding up of the Company's ’s activities; (2) from a use by the Director of the Company's ’s property; or (3) from the appropriation of a Company opportunity; (ii) To refrain from dealing with the Company in the conduct or winding up of the Company's ’s activities as or on behalf of a Person having an interest adverse to the Company; and (iii) To refrain from competing with the Company in the conduct of the Company's ’s activities before the dissolution of the Company;

Appears in 1 contract

Samples: Operating Agreement

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