Common use of 1Management Clause in Contracts

1Management. Except as limited by this Agreement, each Member shall have equal rights in the determination of any matter involving the business of the Company; provided, however, that the Members, upon vote of a majority of all the Members, may appoint one or more Managers to manage the day-to-day operations of the Company as set forth in Section 5.2. A Manager may or may not be a Member. A Manager may in turn appoint an agent and attorney-in-fact to act in his/her stead in certain circumstances and for a specific purpose (e.g. executing agreements when the manager is unavailable). Except as determined by the Members pursuant to Section 5.2 or otherwise pursuant to this Agreement, no Member shall have any right or authority to take any action on behalf of the Company with respect to third parties. Action of the Members with respect to management of the Company pursuant to this Section 5.1 shall be in accordance with the procedures set forth in Article 8 concerning voting, meetings and notice.