Executive Advisory Council. (a) To the extent the Board or the Adviser deem necessary or advisable in their discretion, the Board or the Adviser may consult from time to time with members of New Mountain’s executive advisory council (the “Executive Advisory Council”) on various matters concerning general industry trends and related matters, such as investments and broad strategy as well as specific investment diligence. Neither the Executive Advisory Council, nor any member thereof, will control or have any authority to bind the Fund, and as an advisory body the Executive Advisory Council shall not be construed as a board of directors or similar body with management, decision-making, investment or fiduciary authority or responsibility.
Executive Advisory Council. 5.01 In the interest of sound contract administration and bilateral communication, a council shall be formed. This council shall be composed of the NLFT President and three other members of the NLFT Executive Board who will meet with the Superintendent to discuss matters of mutual concern. These representatives will be chosen by the first meeting of the year and be representative of all buildings. The council will meet monthly the week prior to the regularly scheduled board meetings or more frequently when necessary. Meetings may be cancelled or rescheduled through mutual agreement between the Superintendent and the NLFT. Meetings of the council will be arranged so as not to conflict with regular contract obligations. It shall be the express purpose of this council to build and maintain a climate of mutual understanding and respect and attempt to reach solutions to common problems. The council shall designate an individual to keep minutes and said minutes shall be distributed within one (1) week thereafter to all council participants, to the teachers, and the Board.
Executive Advisory Council. (a) To the extent the Board or the Adviser deem necessary or advisable, the Board or the Adviser may consult from time to time with members of New Mountain’s executive advisory council (the “Executive Advisory Council”) on various matters concerning general industry trends and related matters, such as investments and broad strategy as well as specific investment diligence. Neither the Executive Advisory Council, nor any member thereof, will control or have any authority to bind the Fund, and as an advisory body the Executive Advisory Council shall not be construed as a board of directors or similar body with management, decision-making, investment or fiduciary authority or responsibility. 15 (b) In addition to project-related consulting fees paid by the Fund to the Executive Advisory Council, members of the Executive Advisory Council may be reimbursed by the Fund for their reasonable and documented out-of-pocket expenses in connection with the performance of project-related responsibilities as members of the Executive Advisory Council. For the avoidance of doubt, the Members acknowledge that members of the Executive Advisory Council may receive compensation from the Adviser and its Affiliates. (c) The Members acknowledge that, to the fullest extent permitted by law, notwithstanding any duty otherwise existing at law or in equity, (i) members of the Executive Advisory Council will not be acting in a fiduciary capacity with respect to the Board, the Adviser, the Fund or any Member, (ii) members of the Executive Advisory Council have substantial responsibilities outside of their Executive Advisory Council activities and are not obligated to devote any fixed portion of their time to the activities of the Fund, (iii) none of the members of the Executive Advisory Council or their Affiliates shall be prohibited from engaging in activities which compete or conflict with those of the Fund and (iv) and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any such member. ARTICLE III
