Rights and Duties of the Board of Managers. (a) The Company is a manager-managed limited liability company. Accordingly, management of the affairs of the Company shall be vested in a Board of Managers (the “Board”). The Persons constituting the Board (each, a “Manager”) will be (i) the “managers” of the Company for all purposes under the Act and (ii) the Board for all purposes under this Agreement. The Board will have the power to act only by a majority of the Managers in accordance with the provisions and in the manner specified herein. A person does not need to be a Member to serve on the Board. The Board will initially consist of three members and shall initially consist of, Nxxxx Xxxxxxx, Jxxx Xxxxxxxxx and Exx Xxxxxxxxx as the Independent Manager, who shall serve until they resign or are replaced by a majority of the Board, and new members of the Board shall be appointed by a majority of the Board. Provided, however, the Members holding 66 2/3% of the Voting Shares can vote to remove and replace a Manager for “Cause” in accordance with Section 2.9. The size of the Board may be increased, including, without limitation, in connection with forming a Special Committee, or decreased from time to time by action of the Board.
Rights and Duties of the Board of Managers. (a) The Company is a manager-managed limited liability company and each Series shall be similarly managed as a manager-managed Series. Accordingly, management of the affairs of the Company and of each Series shall be vested in a Board of Managers (the “Board”). Except as otherwise set forth in the Series Designation, each Series shall be managed by the Board as the manager of such Series until the earlier of the dissolution of the Series pursuant to Article VI or (ii) its removal or replacement as set forth herein. The Persons constituting the Board (each, a “Manager”) will be (i) the “managers” of the Company and each Series for all purposes under the Act and (ii) the Board for all purposes under this Agreement. The Board will have the power to act only by a majority of the Managers in accordance with the provisions and in the manner specified herein. A person does not need to be a Member of any Series to serve on the Board. The Board will initially consist of three members and shall initially consist of Nxxxx Xxxxxxx, Jxxx Xxxxxxxxx and Exx Xxxxxxxxx as the Independent Manager, who shall serve until they resign or are replaced by a majority of the Board, and new members of the Board shall be appointed by a majority of the Board. Provided, however, the Members holding 66 2/3% of the Voting Shares of all of the Series then outstanding, voting as one class, Company overall may vote to remove and replace a Manager for “Cause” in accordance with Section 2.09, and any such change in the composition of the Board shall apply to all Series. The size of the Board may be increased, including, without limitation, in connection with forming a Special Committee, or decreased from time to time by action of the Board.
Rights and Duties of the Board of Managers. (a) The Company is a manager-managed limited liability company. Accordingly, management of the affairs of the Company shall be vested in a Board of Managers (the “Board”). The Persons constituting the Board (each, a “Manager”) will be (i) the “managers” of the Company for all purposes under the Act and (ii) the Board for all purposes under this Agreement. The Board will have the power to act only by a majority of the Managers in accordance with the provisions and in the manner specified herein. A person does not need to be a Member to serve on the Board. The Board will consist of three members and shall initially consist of, Sxxxx Xxxx, Jxxx Xxxxxxxxx and the Independent Manager, who shall serve until they resign or are replaced by a majority of the Board of Managers, and new members of the Board shall be appointed by a majority of the Board of Managers. Provided, however, the Members holding 66 2/3% of the Voting Shares can vote to remove and replace a Manager for “Cause” in accordance with Section 2.9. The size of the Board may be increased or decreased from time to time by action of the Board.
Rights and Duties of the Board of Managers
