Management by the Board of Managers. Except for matters required by this Agreement to be approved by the Members or as provided in nonwaivable provisions of the Act, the business and affairs of the Company shall be managed and the powers of the Company shall be exercised by or under the direction of a board of managers (the “Board of Managers” or the “Board”). Each member of the Board of Managers is referred to herein as a “Manager” and collectively as the “Managers.”
Management by the Board of Managers. Subject to the consent of the Members where required by this Agreement or by the Law, the Company will be managed by the Board of Managers. Unless otherwise set forth herein, all decisions relating to the business and affairs of the Company shall be made by Board of Managers. Except as otherwise expressly provided in this Agreement, all decisions required or permitted to be made by the Board of Managers under this Agreement may be made and any necessary action taken upon the majority vote of the Board of Managers. In making such decisions, the Board of Managers will exercise ordinary, prudent business judgment. When acting in the course and scope of a Manager, each member of the Board of Managers shall comply with all obligations of the duty of loyalty to the Company and shall observe all requirements of the corporate opportunity doctrine under Nevada law. All such decisions by the Board of Managers hereunder will be binding upon all of the Members. All approvals, consents, etc. required herein may be prospective or retroactive, unless otherwise specifically required by this Agreement or the Law. In performing their respective duties hereunder, the officers of the Company and the Board of Managers shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, of attorneys, accountants and other employees or agents of the Company who the officer or the Board of Managers member, as appropriate, reasonably believe to be reliable and competent in the matters presented.
Management by the Board of Managers. The Members shall not manage or control the business and affairs of the Company, except for such matters that require approval of Members as expressly set forth in this Agreement. Except for such matters that require approval of Members as expressly set forth in this Agreement, including Section 4.9(a), the business and affairs of the Company shall be managed by a board of managers as appointed in the manner provided in Section 7.2 (the “Board of Managers”) which shall have and may exercise all of the powers that may be exercised or performed by managers (as such term is defined in the Act) of the Company. Except for such matters that require approval of Members as expressly set forth in this Agreement, the Board of Managers shall direct, manage and control the business of the Company and shall have full authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of Company business.
Management by the Board of Managers. Except when the approval of the Members is expressly required by this Agreement or by the non-waivable provisions of the Maryland Act, and subject to Section 5.2, management of the Company’s business and affairs is vested in a Board of Managers (the “Board”), including but not limited to approval of the services to be offered by the Company, the material terms of Company contracts (including but not limited to the compensation, duration and termination terms of Company contracts), the offering of products and services to Third Parties, and the entry by the Company into any participation, service or other agreements, and the exercise of any powers that the Company may have as a member, shareholder, partner or otherwise of another corporation, limited liability company, partnership, joint venture or other organization. Notwithstanding the provisions of Section 5.2, the Board of Managers may not delegate any of its authority to act on behalf of the Company as a member, shareholder, partner or otherwise of another corporation, limited liability company, partnership, joint venture or other organization.” A member of the Board who is a Member Manager (a “Member Manager”) must be a representative of a Member as provided in Section 5.3.
Management by the Board of Managers. (a) The business and affairs of the Company shall be managed by the Board of Managers. Under the direction of the Board of Managers, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company and who may exercise all of the Company’s powers, rights, duties and obligations, except as otherwise provided by law, or by this Agreement and subject to the provisions set forth in this ARTICLE VI and ARTICLE XIII.
Management by the Board of Managers. (a) Except as otherwise expressly provided in this Agreement, including the provisions of Section 6.03 and Section 6.04, the management of the Company is fully vested in the Members acting through a board of managers (the “Board of Managers”) consisting of four natural persons (“Managers”), three of whom are named by DRIVe on the applicable section of Schedule I attached hereto and the fourth of whom is named by Fluor on the applicable section of Schedule I attached hereto. The Managers shall have a vote that, individually or collectively, as applicable, equals the Pro Rata Share of the Member that appointed such Manager(s) (i.e., the Manager appointed by Fluor shall have 10% voting interest of the Board of Managers at any meeting of the Board of Managers and the Managers appointed by DRIVe shall collectively have 90% voting interest of the Board of Managers at any meeting of the Board of Managers). Action taken by the Board of Managers shall require the affirmative vote of a majority of the voting interest of the Board of Managers at any meeting of the Board of Managers. Each Manager can be replaced at any time by the Member who selected such Manager by written notice to the Board of Managers. No Member shall be entitled to appoint a Manager if its Pro Rata Share is less than 10% and if any new Member has a Pro Rata Share that exceeds 10%, it shall be entitled to appoint one Manager to the Board of Managers (and such Manager shall have a voting interest of the Board of Managers at any meeting of the Board of Managers equal to such New Member’s Pro Rata Share).
Management by the Board of Managers. Subject to the consent of the Members where required by this Agreement or by the Law, the Company will be managed by the Board of Managers. Unless otherwise set forth herein, all decisions relating to the business and affairs of the Company shall be made by Board of Managers. Except as otherwise expressly provided in this Agreement, all decisions required or permitted to be made by the Board of Managers under this Agreement may be made and any necessary action taken upon the majority vote of the Board of Managers. In making such decisions, the Board of Managers will exercise ordinary, prudent business judgment. All such decisions by the Board of Managers hereunder will be binding upon all of the Members. All approvals, consents, etc. required herein may be prospective or retroactive, unless otherwise specifically required by this Agreement or the Law. In performing their respective duties hereunder, the officers of the Company and the Board of Managers shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, of attorneys, accountants and other employees or agents of the Company who the officer or the Board of Managers member, as appropriate, reasonably believe to be reliable and competent in the matters presented.
Management by the Board of Managers. The Members hereby unanimously agree that the responsibility for management of the business and affairs of the Company shall be delegated to a board of managers pursuant to Section 18-402 of the Delaware LLC Act (the “Board of Managers”), subject to the limitations set forth in this Section 7.01.
Management by the Board of Managers. In accordance with Section 18-401 of the Act, and except for matters for which approval by all or any portion of the Members is expressly required by this Agreement, the business, property and affairs of the Company shall be managed, and all powers of the Company shall be exercised, by or under the direction of the Board of Managers. Except for matters for which approval by all or any portion of the Members is expressly required by this Agreement or the mandatory provisions of the Act, (i) all decisions concerning the management, operation and policy of the Company’s business shall be made by the Board, and (ii) the Board shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all acts or activities customary or incident to the management, operation and policy of the Company’s business, property or affairs. Decisions of the Board shall be binding upon the Company and each Member. Except for matters for which approval by all or any portion of the Members is expressly required by this Agreement or the mandatory provisions of the Act, no Member shall have the right to vote on any matters concerning the business, property or affairs of the Company.
Management by the Board of Managers. Except for the rights expressly conferred to the Unitholders in respect to the Board Governance Exceptions and subject to the provisions of Section 5.1(a), all powers of the Company and management of the Company’s business and affairs are vested in a Board of Managers (the “Board”), including with respect to the matters contemplated by Sections 18-209(b), 18-213(b), 18-216(b), 18-301(b)(l), 18-302(a), 18-304, 18-704(a), 18-801(a), 18-803(a) or 18-806 of the Delaware Act, and the Board may make all decisions and take all actions for the Company not otherwise contemplated in this Agreement. A member of the Board (a “Manager”) need not be a Unitholder.
