Board of Managers. Pursuant to Section 18-402 of the Act, and to the extent specifically set forth in this Agreement, certain activities of the LLC shall be managed through a Board of Managers (the "Board of Managers"). The Board of Managers shall have the following characteristics:
Board of Managers. Section 3.01
Board of Managers. (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board.
Board of Managers. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers. The Board of Managers shall comprise one or more unrestricted Managers. The Members may determine at any time, in its sole and absolute discretion, the number of Managers to constitute the Board of Managers. The authorized number of Managers may be increased or decreased by the Members at any time in its sole and absolute discretion, upon notice to all Managers, and, subject in all cases, to the requirements of this Section 9(a). The initial number of Managers shall be three (3). Each Manager elected, designated or appointed by the Members shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. A Manager need not be a Member of the Company. The initial Managers designated by the Member are listed on Schedule C attached hereto.
Board of Managers. Subject to the limitations contained in this Agreement and the Act, the business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board”) designated by the Member.
Board of Managers. The exact number of Managers shall be fixed from time to time by the Board of Managers. The initial Managers have been elected by the Original Member and are named on Exhibit B.
Board of Managers. (a) Management of the Company shall be vested in a Board of Managers. The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a limited liability company under the laws of the State of Texas. The number of managers shall be determined from time to time by the Member or the resolution of the Board of Managers. The Member hereby designates Xxxxx X. Xxxxxxxx and Xxxx X. Xxxxxxxx as the Managers.
Board of Managers. The management of the Company is vested in a Board of Managers consisting initially of four (4) individuals acting as Managers (individually a “Manager” and collectively the “Managers”) of the Company, two (2) selected by Xxxxxxxxx (or its successor or permitted assign) and the other two (2) selected by Cyprus (or its successor or permitted assign). Initially, Xxxxxxxxx selects Xxxxxxx Xxxxx, Vice President of Operations of Xxxxxxxxx and Xxxxxx Xxxxxx, President of Xxxxxxxxx as its representatives on the Board of Managers and Cyprus selects X. X. Xxxxxx, Vice President of Cyprus and Xxx Xxxxxx, Vice President Operations Underground, Peabody Midwest Group as its representatives on the Board of Managers. Except as provided herein, the decisions of the Board of Managers shall be binding upon the Company and may be relied upon by other persons or entities. A Manager may at any time be changed or removed and replaced by the Member which has appointed such Manager, but not by any other Member. In the event that Xxxxxxxxx or Cyprus (or such party’s successor or permitted assign) ceases to be a Member, the Managers appointed by such Member shall be removed at such time and replaced by the affirmative vote of all of the Members. Except as set forth in Section 3.2 and Section 7.12(e), the Board of Managers shall act solely upon the majority consent of all of the Managers, which requires an affirmative vote of at least three (3) of the four (4) Managers, including the affirmative vote of at least one (1) Manager appointed by each of Xxxxxxxxx and Cyprus, and each Manager shall have one (1) vote. No Manager shall be required to devote all of such Manager’s time or business efforts to the affairs of the Company but shall devote so much of such Manager’s time and attention to the Company as is reasonably necessary and advisable to manage the affairs of the Company to the best advantage of the Company. The Managing Member is hereby authorized to execute, in such capacity, all documents and agreements that do not require consent of the Board of Managers, For documents and agreements that require such consent, the Board of Managers may, in connection with its approval thereof, authorize the Managing Member and/or all or less than all of the Managers to execute any and all documents necessary or convenient to carry out those actions approved by a majority of the Managers, If the Board of Managers approves executing a document or agreement without specifically authorizing si...
Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, in his or her capacity as such, shall have the authority to act on behalf of or bind the Company.
Board of Managers. The governing body of the Company shall be the Board of Managers, which shall have the power to control the management and policies of the Company. The maximum number of Managers shall initially be set at five (5), and may be increased or decreased by action of the Board of Managers provided that at no time shall the number of Managers be set at less than three (3) or more than ten (10). The Managers shall be set forth in Schedule A hereto or in the official records of the Company. The Managers shall hold office until their successors are approved and elected, unless they are sooner removed pursuant to Section 4.4, or sooner resign pursuant to Section 4.3 or sooner are incapacitated pursuant to Section 4.5, as the case may be. Managers may succeed themselves in office. No reduction in the number of Managers shall have the effect of removing any Manager from office unless specially removed pursuant to Section 4.4 at the time of such decrease. Subject to the requirements of the Investment Company Act, the Board of Managers may designate successors to fill vacancies created by an authorized increase in the number of Managers, the resignation of a Manager pursuant to Section 4.3, the removal of a member of the Board of Managers pursuant to Section 4.4 or the incapacity of a Manager pursuant to Section 4.5. In the event that no Managers remain, the Management Company shall continue the business of the Company and shall perform all duties of the Managers under this Agreement and shall as soon as practicable call a special meeting of Members for the purpose of approving and electing Managers. When Managers are subject to election by Members, Managers are elected by a plurality of the Units voting at the meeting. Managers may, but need not be, admitted to the Company as Members to act in their capacity as Managers.