Management by Board of Managers. (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of one (1) to five (5) individuals (the “Managers” and each a “Manager”), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of three (3) members, who shall be Xxxxxxx X. Xxxxxx, Xxxxxxx X.
Management by Board of Managers. (a) Except for situations in which the approval of the Members is required by this Operating Agreement or by nonwaivable provisions of the Act, and subject to the provisions of Section 8.2, 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 Board of Managers, and the Board of Managers may make all decisions and take all actions for the Company not otherwise provided for in this Operating Agreement, including, without limitation, the following:
Management by Board of Managers. (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the "Board"), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of at least one (1) individual (the "Managers"), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of 2 members, who shall be manager and manager.
Management by Board of Managers. The business and operations of the Company shall be managed by or under the direction of a Board of Managers, who shall be elected in accordance with this Section 10 (the “Board”). For purposes of this Agreement, each member of the Board shall be considered a “Manager” (as defined in § 18-101(10) of the Act); provided, however, that no Manager acting individually in his or her capacity as a Manager shall have the authority to bind the Board or the Company. Except as otherwise specifically set forth in this Agreement, the Board (without the consent or approval of the Member) shall have the right, authority, power and discretion to control, direct, manage and administer the business and affairs of the Company and to do all things necessary to carry on the businesses and purpose of the Company. The acts of the Board shall bind the Company when taken within the scope of the Board’s authority and discretion expressly granted hereunder.
Management by Board of Managers. Subject to the provisions of the Act and any limitations in this Agreement as to action to be authorized or approved by the Members, all management powers over the business and affairs of the Company shall be exclusively vested in a board of managers (the "Board of Managers"). Collectively, members of the Board of Managers (each, a "Manager") shall constitute "managers" of the Company within the meaning of the Act. The Board of Managers on the Effective Date shall be the Persons set forth in Exhibit 5.1 hereto. The Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents of the Company. The Members, by virtue of their status as members of the Company, shall not 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 otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Managers, and the day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction of the Board of Managers) shall have full power and authority to do all things on such terms as they, in their Sole Discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.
Management by Board of Managers. The business and affairs of the Company shall be managed by, and shall be under the exclusive control and direction of, a Board of Managers consisting of no fewer than seven (7) nor more than nine (9) Managers (the "Board"). One (1) Manager shall be appointed by each of the Initial Members of the Company; provided, however, that any Initial Member shall lose such power of appointment upon the Transfer or attempted Transfer (as defined in Section 11.1 below) of any portion of its Membership Interest prior to any public offering of equity interests in the Company. One Manager shall be the individual elected by the Board to serve as the Company's Chief Executive Officer. The remaining Managers shall be elected by the majority vote of the appointed Managers. Any Manager appointed by an Initial Member may only be removed, or replaced in the event of resignation, by that Initial Member. Managers elected by the other Managers may be removed at any time for any reason by the affirmative vote of a majority of the Board. The Board shall elect from among the Managers, and may remove at any time for any reason, a Chairman, who shall preside at all Board meetings and exercise such other duties as are usually vested in the office of chairman of the board. In the absence of the Chairman, the Tax Matters Manager shall preside at Board meetings as Acting Chairman.
Management by Board of Managers. The Member hereby agrees that full responsibility for management of the business and affairs of the Company shall be delegated to a board of managers (the "Board of Managers") pursuant to Section 18-402 of the Delaware LLC Act.
Management by Board of Managers. (a) Except those matters for which consent or approval of the Members is required by this Agreement or any nonwaivable provisions of the Act, and subject to the provisions of Section 5.1(d) hereof, the powers and privileges 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 Board and not by the Members. No Member, other than a Member acting in his or her capacity as an officer of the Board or as an officer of the Company, has the power or authority to act for or on behalf of the Company, to bind the Company by any act, or to incur any expenditures on behalf of the Company, except with the prior consent of the Board. Without limiting the foregoing authority of the Board to manage the business and affairs of the Company or the actions the Board may take in exercising the powers and privileges of the Company, the Board shall have the right to make the following decisions and take the following actions:
Management by Board of Managers. 2.1.1 The management of the Company is fully reserved to the Member, and the Company shall not have “managers” as that term is used in the Act. 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 Member, which, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company.
Management by Board of Managers. (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the "Board"), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of one (1) to fifteen (15) individuals (the "Managers"), the exact number of the Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of seven members, who shall be Xxxxxx X. Xxxxx (Chairman), Xxxxxxx X. Xxxxx, Xxxxxx Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxx, and Xxxxxxxxxxx Xxxxxx.
