Common use of Duties and Powers of Secretary Clause in Contracts

Duties and Powers of Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of Managers. The Secretary shall have custody of the seal, if any, and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company, a register, or a duplicate register, showing the names of all Members and their addresses, the number and class of their Units, their Percentage Interests and their Capital Account balance. The Secretary shall also keep all documents described in Section 8.1 and such other documents as may be required under the Act. The Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of Managers. The Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

Duties and Powers of Secretary. The Secretary secretary shall attend all meetings of the Board Members and, upon election of Managers and all the Managers, the meetings of the MembersManagers (if any), and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of Managers. The Secretary secretary shall have custody of the seal, if any, and the Secretary secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey may give general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Managers, a register, or a duplicate register, showing the names of all Members and their addresses, the number and class of their Units, their Percentage Interests and their Capital Account balanceUnits and Percentage Interests. The Secretary secretary shall also keep all documents described in Section 8.1 9.1 and such other documents as may be required under the Act. The Secretary secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of Managers. The Secretary secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.. Page 13 Operating Agreement for Phreadz USA, LLC

Duties and Powers of Secretary. The Secretary shall attend all meetings of the Board of Managers and all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of Managers. The Secretary shall have custody of the seal, if any, and the Secretary secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company, a register, or a duplicate register, showing the names of all Members and their addresses, the number and class of their Units, their Percentage Interests and Interests, their Capital Account balanceContribution, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall also keep all documents described in Section 8.1 and such other documents as may be required under the Act. The Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of Managers. The Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

Duties and Powers of Secretary. The Secretary secretary shall attend all meetings of the Board of Managers and all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of Managers. The Managers may appoint assistant secretaries to assist the Secretary shall have custody of the seal, if any, and as the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signaturedetermine. The Board of Managers may, in lieu of a Secretary, convey general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Managers, a register, or a duplicate register, showing the names of all Members and their addresses, their Units, the number and class date of their UnitsUnit Certificates issued for the same, their Percentage Interests and their Capital Account balancethe number and date of cancellation of every Unit Certificate surrendered for cancellation. The Secretary secretary shall also keep all documents described in Section 8.1 and such other documents as may be required under the Act. The Secretary secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of Managers. The Secretary secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

Duties and Powers of Secretary. The Secretary secretary shall attend all meetings of the Board Members and, upon election of Managers and all the Managers, the meetings of the MembersManagers (if any), and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of Managers. The Secretary secretary shall have custody of the seal, if any, and the Secretary secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey may give general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Managers, a register, or a duplicate register, showing the names of all Members and their addresses, the number and class of their Units, their Percentage Interests and their Capital Account balanceUnits and Percentage Interests. The Secretary secretary shall also keep all documents described in Section 8.1 9.1 and such other documents as may be required under the Act. The Secretary secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of Managers. The Secretary secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.. Page 13 Operating Agreement for Universal Database of Music USA, LLC

Duties and Powers of Secretary. The Secretary secretary shall attend all meetings of the Board of Managers and all ------------------------------ meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties Table of Contents for the standing committees of the Board of Managers when required. The Secretary secretary shall give, or cause to be given, notice of all meetings of the Members and the Board of Managers and shall perform such other duties as may be prescribed by the Board of ManagersMembers. The Secretary secretary shall have custody of the seal, if any, and the Secretary secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. The Board of Managers may, in lieu of a Secretary, convey Members may give general authority to any other officer or agent to affix the seal of the Company, if any, and to attest the affixing by his or her signature. The Secretary secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company's transfer agent or registrar, as determined by resolution of the Members, a register, or a duplicate register, showing the names of all Members and their addresses, their Percentage Interests, the number and class date of their Unitscertificates issued for the same, their Percentage Interests and their Capital Account balancethe number and date of cancellation of every certificate surrendered for cancellation. The Secretary secretary shall also keep all documents described in Section 8.1 9.1 and such other documents as may be required under the Act. The Secretary secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Board of ManagersMembers. The Secretary secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. If the Members choose to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in the absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Members may from time to time prescribe.