MANAGING MEMBER AND DELEGATION OF AUTHORITY (LLC) |
MANAGING MEMBER AND DELEGATION OF AUTHORITY.
(a) Managing Member. Except as otherwise expressly provided for in this Agreement, the Members hereby consent to the exercise by the Managing Member of all such powers and rights conferred on it by the Act with respect to the management and control of the Company. Notwithstanding the foregoing and except as explicitly set forth in this Agreement, if a vote, consent or approval of the Members is required by the Act or other applicable law with respect to any act to be taken by the Company or matter considered by the Managing Member, the Members agree that they shall be deemed to have consented to or approved such act or voted on such matter in accordance with the determination of the Managing Member on such act or matter.
(b) Action by Written Consent. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with a Government Authority, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Prompt notice of the taking of any action by the Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action.
(c) Officers. The Managing Member may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the state or commonwealth where the Company was organized, nor need be a Member. Any officers so designated shall have such authority and perform such duties as the Members may, from time to time, delegate to them. The Managing Member may assign titles to particular officers and such titles may include descriptive words or phrases to designate the standing, seniority or area of special competence of the officers appointed. Unless the Managing Member otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office. Any number of offices may be held by the same individual. Each officer shall hold office until such officer's successor shall be duly designated and shall qualify or until such officer's earlier death, resignation or removal. Any officer selected by the Managing Member may be removed with or without cause by the Managing Member, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managing Member or established by contract with the Company.
(a) Managing Member. Except as otherwise expressly provided for in this Agreement, the Members hereby consent to the exercise by the Managing Member of all such powers and rights conferred on it by the Act with respect to the management and control of the Company. Notwithstanding the foregoing and except as explicitly set forth in this Agreement, if a vote, consent or approval of the Members is required by the Act or other applicable law with respect to any act to be taken by the Company or matter considered by the Managing Member, the Members agree that they shall be deemed to have consented to or approved such act or voted on such matter in accordance with the determination of the Managing Member on such act or matter.
(b) Action by Written Consent. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with a Government Authority, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Members. Prompt notice of the taking of any action by the Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action.
(c) Officers. The Managing Member may, from time to time, designate one or more persons to be officers of the Company. No officer need be a resident of the state or commonwealth where the Company was organized, nor need be a Member. Any officers so designated shall have such authority and perform such duties as the Members may, from time to time, delegate to them. The Managing Member may assign titles to particular officers and such titles may include descriptive words or phrases to designate the standing, seniority or area of special competence of the officers appointed. Unless the Managing Member otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office. Any number of offices may be held by the same individual. Each officer shall hold office until such officer's successor shall be duly designated and shall qualify or until such officer's earlier death, resignation or removal. Any officer selected by the Managing Member may be removed with or without cause by the Managing Member, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managing Member or established by contract with the Company.