Cleco Power Board Sample Clauses

Cleco Power Board. (a) The Company shall be managed by a board of managers (the “Cleco Power Board”, each member of the Cleco Power Board, a “Manager” and such managers collectively, the “Managers”) according to this Article IV. Except with respect to certain consent requirements required by the LaLLCL or provided for in the Cleco Group Agreement, the Limited Partnership Agreement or the General Partner Agreement, neither the Member nor any of its Affiliates, by virtue of the Member’s status as a member of the Company, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as provided for or required by, and subject to compliance with, the LaLLCL, the Cleco Group Agreement, the Limited Partnership Agreement and the General Partner Agreement, (i) 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, the Cleco Power Board in accordance with this Agreement and (ii) the Cleco Power Board shall exercise such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect to the Company. Under the direction of the Cleco Power Board, certain activities of the Company shall be conducted on the Company’s behalf by the Officers as specified and authorized by the Cleco Power Board. In addition to the powers specifically granted under any other provision of this Agreement, the Cleco Power Board shall have (subject to the LaLLCL and all consent rights and other limitations in this Agreement, the Cleco Group Agreement, the General Partner Agreement and the Limited Partnership Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing with the Company may rely on the authority of the Cleco Power Board or the Officers in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement. (b) The Company shall pay such additional compensation to Independent Managers as the Cleco Power Board so determines, acting by Board Supermajority Consent. The Company shall reimburse the reasonable travel (including bu...