Management by the Board of Managers. Except for matters required by this Agreement to be approved by the Members or as provided in nonwaivable provisions of the Act, the business and affairs of the Company shall be managed and the powers of the Company shall be exercised by or under the direction of a board of managers (the “Board of Managers” or the “Board”). Each member of the Board of Managers is referred to herein as a “Manager” and collectively as the “Managers.”
Management by the Board of Managers. Subject to the consent of the Members where required by this Agreement or by the Law, the Company will be managed by the Board of Managers. Unless otherwise set forth herein, all decisions relating to the business and affairs of the Company shall be made by Board of Managers. Except as otherwise expressly provided in this Agreement, all decisions required or permitted to be made by the Board of Managers under this Agreement may be made and any necessary action taken upon the majority vote of the Board of Managers. In making such decisions, the Board of Managers will exercise ordinary, prudent business judgment. When acting in the course and scope of a Manager, each member of the Board of Managers shall comply with all obligations of the duty of loyalty to the Company and shall observe all requirements of the corporate opportunity doctrine under Nevada law. All such decisions by the Board of Managers hereunder will be binding upon all of the Members. All approvals, consents, etc. required herein may be prospective or retroactive, unless otherwise specifically required by this Agreement or the Law. In performing their respective duties hereunder, the officers of the Company and the Board of Managers shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, of attorneys, accountants and other employees or agents of the Company who the officer or the Board of Managers member, as appropriate, reasonably believe to be reliable and competent in the matters presented.
Management by the Board of Managers. The Members shall not manage or control the business and affairs of the Company, except for such matters that require approval of Members as expressly set forth in this Agreement. Except for such matters that require approval of Members as expressly set forth in this Agreement, including Section 4.9(a), the business and affairs of the Company shall be managed by a board of managers as appointed in the manner provided in Section 7.2 (the “Board of Managers”) which shall have and may exercise all of the powers that may be exercised or performed by managers (as such term is defined in the Act) of the Company. Except for such matters that require approval of Members as expressly set forth in this Agreement, the Board of Managers shall direct, manage and control the business of the Company and shall have full authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of Company business.
Management by the Board of Managers. Except as set forth herein, the management, control and operation of the business and affairs of the Company shall be vested exclusively with a board of managers of the Company (the “Board” and each member of the Board, a “Manager”). In addition to the powers now or hereafter granted to a manager of a limited liability company under the Act or that are granted to the Board under any provision of this Agreement, the Board shall have full power and authority, except as otherwise expressly provided in this Agreement, to manage and conduct the business and affairs of the Company and to make all decisions affecting the business and to take all actions as it deems necessary, advisable or appropriate to accomplish the purposes of the Company.
Management by the Board of Managers. Except when the approval of the Members is expressly required by this Agreement or by the non-waivable provisions of the Maryland Act, and subject to Section 5.2, management of the Company’s business and affairs is vested in a Board of Managers (the “Board”), including but not limited to approval of the services to be offered by the Company, the material terms of Company contracts (including but not limited to the compensation, duration and termination terms of Company contracts), the offering of products and services to Third Parties, and the entry by the Company into any participation, service or other agreements, and the exercise of any powers that the Company may have as a member, shareholder, partner or otherwise of another corporation, limited liability company, partnership, joint venture or other organization. Notwithstanding the provisions of Section 5.2, the Board of Managers may not delegate any of its authority to act on behalf of the Company as a member, shareholder, partner or otherwise of another corporation, limited liability company, partnership, joint venture or other organization.” A member of the Board who is a Member Manager (a “Member Manager”) must be a representative of a Member as provided in Section 5.3.
Management by the Board of Managers. (a) Except as otherwise expressly provided in this Agreement, including the provisions of Section 6.03 and Section 6.04, the management of the Company is fully vested in the Members acting through a board of managers (the “Board of Managers”) consisting of four natural persons (“Managers”), three of whom are named by DRIVe on the applicable section of Schedule I attached hereto and the fourth of whom is named by Fluor on the applicable section of Schedule I attached hereto. The Managers shall have a vote that, individually or collectively, as applicable, equals the Pro Rata Share of the Member that appointed such Manager(s) (i.e., the Manager appointed by Fluor shall have 10% voting interest of the Board of Managers at any meeting of the Board of Managers and the Managers appointed by DRIVe shall collectively have 90% voting interest of the Board of Managers at any meeting of the Board of Managers). Action taken by the Board of Managers shall require the affirmative vote of a majority of the voting interest of the Board of Managers at any meeting of the Board of Managers. Each Manager can be replaced at any time by the Member who selected such Manager by written notice to the Board of Managers. No Member shall be entitled to appoint a Manager if its Pro Rata Share is less than 10% and if any new Member has a Pro Rata Share that exceeds 10%, it shall be entitled to appoint one Manager to the Board of Managers (and such Manager shall have a voting interest of the Board of Managers at any meeting of the Board of Managers equal to such New Member’s Pro Rata Share).
Management by the Board of Managers. Except when the approval of the Members is expressly required by this Agreement or by the non-waivable provisions of the Maryland Act, and subject to Section 5.2, management of the Company’s business and affairs is vested in a Board of Managers (the “Board”), including but not limited to approval of the services to be offered by the Company, the material terms of Company contracts (including but not limited to the compensation, duration and termination terms of Company contracts), the offering of products and services to Third Parties, and the entry by the Company into any participation, service or other agreements, and the exercise of any powers that the Company may have as a member, shareholder, partner or otherwise of another corporation, limited liability company, partnership, joint venture or other organization. Notwithstanding the provisions of
Management by the Board of Managers. (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the "Board"), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of one to ten individuals (the "Managers"), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of five members, who shall be Wxxxxx Xxxxx, Pxxxx Xxxxxx, Rxxxxx Xxxxxxxx, Rxxxxx Xxxxxxx and Mxxxxxx Xxxxxxxxx.
Management by the Board of Managers. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a Board of Managers.
Management by the Board of Managers. Management of the Company shall be vested in the Board of Managers (can also be called the “Board of Directors”) (each, a “Manager” and collectively, the “Board of Managers”), except as otherwise described herein. The Board of Managers shall have all authority and power to act on the Company’s behalf except for matters specifically reserved to the Members as stated herein. The Board of Managers, unless otherwise required in this Agreement or by the Act, shall be responsible for the management of the Business, property and affairs of the Company, and have the full, and complete authority, power and discretion to manage and control the Business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s Business, property and affairs, including, without limitation, (i) to plan, analyze, and execute a strategic plan for the Company; and (ii), (A)_from time to time, to issue, sell, and/or authorize new Units or Membership Interests on behalf of the Company, except that such owners of Units or Membership Interests shall not become Members until approved by the Class A Member in accordance with the terms and conditions herein, and (B) to assign, grant, or transfer Profits Interests, without additional Class A Member approval or consent. The Class B Members agree and understand that such actions in the foregoing sentence may dilute a Member’s rights to distributions, profits and losses allocations, and voting rights, among other things. The Board of Managers have the right to amend and update Exhibit A from time to time to reflect the Units as such Units are issued and outstanding, and to record the total Units authorized by the Board of Managers.
