Board of Managers Officers. 25 5.1 Management by the Board of Managers.............................................. 25 5.2 Composition and Election of the Board of Managers................................ 26 5.3 Board Meetings and Actions by Written Consent.................................... 29 5.4 Committees; Delegation of Authority and Duties................................... 30 5.5 Officers......................................................................... 31 ARTICLE VI GENERAL RIGHTS AND OBLIGATIONS OF UNITHOLDERS.................................. 33
Board of Managers Officers. A Board of Managers of the Company shall be established pursuant to this Section 10. Notwithstanding the last sentence of Section 18-402 of the Act, no Manager, acting individually in its capacity as such, nor each of the Members, acting individually in its capacity as such, shall have any right or authority to act for, bind or otherwise assume any obligation or responsibility on behalf of, the Company, except as specifically authorized in accordance with this Agreement. Except as otherwise specifically provided herein, the Company may only act and bind itself through (i) the collective action of the Managers in accordance with this Agreement or (ii) the action of the Officers of the Company, if and to the extent authorized by this Agreement or by the Board of Managers in accordance with this Agreement. The Board of Managers may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, Treasurer or attorney-in-fact) to any such individual. The Board of Managers may remove any Officer at any time with or without cause. No Officer shall be paid any compensation or other remuneration solely for serving as an Officer of the Company. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.
Board of Managers Officers. 5.1 MANAGEMENT BY THE BOARD OF MANAGERS.
Board of Managers Officers. 23 Section 5.1 Management by the Board of Managers 23 Section 5.2 Approval Rights 23 Section 5.3 Composition and Election of the Board of Managers. 25 Section 5.4 Board Meetings and Actions by Written Consent 27 Section 5.5 Committees; Delegation of Authority and Duties 28 Section 5.6 Officers 28 Section 5.7 Company Funds 29 Section 5.8 Standard of Board and Manager Actions. 29 ARTICLE VI EXCULPATION AND INDEMNIFICATION 30 Section 6.1 Exculpation. 30 Section 6.2 Right to Indemnification. 31 Section 6.3 Advance Payment 32 Section 6.4 Indemnification of Employees and Agents 33 Section 6.5 Appearance as a Witness 33 Section 6.6 Nonexclusivity of Rights 33 Section 6.7 Insurance 33 Section 6.8 Limitation 34 Section 6.9 Third Party Beneficiaries 34 Section 6.10 Savings Clause 34
Board of Managers Officers. Section 5.1 Establishment of Board of Directors 9 Section 5.2 General Powers of the Board of Directors 9 TABLE OF CONTENTS (continued) Page Section 5.3 Election of Directors 10 Section 5.4 Meetings 10 Section 5.5 Notice of Meetings 10 Section 5.6 Quorum 11 Section 5.7 Voting 11 Section 5.8 Action Without a Meeting; Telephonic Meetings 11 Section 5.9 Compensation of Directors; Expense Reimbursement 11 Section 5.10 Committees of the Board of Directors 12 Section 5.11 Delegation of Authority 12 Section 5.12 Officers 12 Section 5.13 Standard of Care; Fiduciary Duties; Liability of Directors and Officers 13 ARTICLE VI
Board of Managers Officers. The Joint Venture shall be managed by a three-member Board of Managers (the “Board”). Until such time as NQCI fails to hold a greater percentage of the membership interests in the Joint Venture than XCR, two members of the Board (each, a “Manager”) shall be designated by NQCI and until such time as XCR fails to hold at least 10% of the membership interests in the Joint Venture, one Manager shall be designated by XCR. The initial NQCI Managers shall be Xxxxxx Xxxxxx and Xxxxxx Xxxxxx, and the initial XCR Manager shall be Xxxxx XxXxxxx or such other person as the board of directors of Xcorp shall appoint. Subject to the second sentence of this Section 2.2, a Manager may be removed or replaced only by the Member that designated or elected such Manager. At any time and from time to time, any of the Parties shall be entitled to replace one or more of its designees with an observer. NQCI may appoint a Chairman and/or a Chief Executive Officer, who will have day-to-day management authority with respect to the Joint Venture, subject to oversight by the Board and the terms and conditions of this Memorandum and the Operating Agreement, and a Chief Scientific Officer, who may be employed by the Joint Venture upon customary and reasonable terms and conditions. No member of the Board will be compensated by the Joint Venture for service as a Manager. If a Manager provides additional services to the Joint Venture as an employee or a consultant, he or she may be compensated for such additional services pursuant to such employment or consulting agreement as is mutually reasonably approved in writing by the Parties, provided that with the exception of reimbursement of reasonable expenses incurred in connection with their services performed for the Joint Venture in their official officer capacity, neither Xxxxxx Xxxxxx nor Xxxxx XxXxxxx (or such other persons as may be appointed or elected in their place) shall in any event receive a salary or other compensation from the Joint Venture.
Board of Managers Officers
