Common use of Management by Board of Managers Clause in Contracts

Management by Board of Managers. The business and affairs of the Company shall be managed by, and shall be under the exclusive control and direction of, a Board of Managers consisting of no fewer than seven (7) nor more than nine (9) Managers (the "Board"). One (1) Manager shall be appointed by each of the Initial Members of the Company; provided, however, that any Initial Member shall lose such power of appointment upon the Transfer or attempted Transfer (as defined in Section 11.1 below) of any portion of its Membership Interest prior to any public offering of equity interests in the Company. One Manager shall be the individual elected by the Board to serve as the Company's Chief Executive Officer. The remaining Managers shall be elected by the majority vote of the appointed Managers. Any Manager appointed by an Initial Member may only be removed, or replaced in the event of resignation, by that Initial Member. Managers elected by the other Managers may be removed at any time for any reason by the affirmative vote of a majority of the Board. The Board shall elect from among the Managers, and may remove at any time for any reason, a Chairman, who shall preside at all Board meetings and exercise such other duties as are usually vested in the office of chairman of the board. In the absence of the Chairman, the Tax Matters Manager shall preside at Board meetings as Acting Chairman.

Appears in 3 contracts

Samples: Operating Agreement (Werner Enterprises Inc), Operating Agreement (MS Carriers Inc), Operating Agreement (Hunt J B Transport Services Inc)

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Management by Board of Managers. The business and affairs of the Company shall be managed by, and shall be under the exclusive control and direction of, a Board of Managers consisting of no fewer than seven (7) nor more than nine (9) Managers (the "Board"). One (1) Manager shall be appointed by each of the Initial Members of the Company; provided, however, that any Initial Member shall lose such power of appointment upon the Transfer or attempted Transfer (as defined in Section 11.1 below) of any portion of its Membership Interest prior to any public offering of equity interests in the Company. One Manager shall be the individual elected by the Board to serve as the Company's Chief Executive Officer. The remaining Managers shall be elected by the majority vote of the appointed Managers. Any Manager appointed by an Initial Member may only be removedxxxx xx xemoved, or replaced in the event of resignation, by that Initial Member. Managers elected by the other Managers may be removed at any time for any reason by the affirmative vote of a majority of the Board. The Board shall elect from among the Managers, and may remove at any time for any reason, a Chairman, who shall preside at all Board meetings and exercise such other duties as are usually vested in the office of chairman of the board. In the absence of the Chairman, the Tax Matters Manager shall preside at Board meetings as Acting Chairman.

Appears in 1 contract

Samples: Operating Agreement (Swift Transportation Co Inc)

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