Members Capacity as Members Sample Clauses

Members Capacity as Members. The Members, in their capacity as such, shall have no part in the management of the Company except as set forth in this Agreement or in nonwaivable provisions of the LLC Act and, unless otherwise authorized by the Board of Directors, shall have no authority or right to act on behalf of, or to bind, the Company in connection with any matter. Except as specifically provided for in this Agreement or in a nonwaivable provision of the LLC Act, the Members, in their capacity as such, shall have no Voting, approval or consent rights and to the extent permitted by applicable law, each Member, in its capacity as such, waives its right to Vote on any matters and acknowledges that for amendments to the LLC Agreement only the Charter Members shall be the class of Members entitled to vote on those matters; provided however, that the Board of Directors may, in its sole discretion, submit other issues to a Vote of the Members. Membership does not grant Members any distribution rights from the Company. Nothing in this Section 4.1 or this Agreement will be construed to allow or require the Company to make any distributions to Member, including but not limited to any distributions that are impermissible by an organization exempt from taxation under Section 501(c)(6) of the Code.
Sample 1
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Members Capacity as Members. The Members, in their capacity as such, shall have no part in the management of the Company except as set forth in this Agreement or in nonwaivable provisions of the LLC Act and, unless otherwise authorized by the Board of Directors, shall have no authority or right to act on behalf of, or to bind, the Company in connection with any matter. Except as specifically provided for in this Agreement or in a nonwaivable provision of the LLC Act, the Members, in their capacity as such, shall have no Voting, approval or consent rights and to the extent permitted by applicable law, each Member, in its capacity as such, waives its right to Vote on any matters other than Member Issues, or as specifically provided for in this Agreement or in a nonwaivable provision of the LLC Act; provided however, that the Board of Directors may, in its sole discretion, submit other issues to a Vote of the Members.
Sample 1

Related to Members Capacity as Members

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • New Member Orientation The Employer will notify the Union of any newly represented temporary employees. The Union will be given the opportunity to have a Union representative speak with the newly represented temporary employees for not more than thirty (30) minutes to provide information about the Union and this Agreement.

  • Minority Vendor Designee The minority vendor designee of the Owner shall be specified in the Supplementary General Conditions or the Instructions to Bidders. For more information, please contact the Board of Regents’ Office of Business Development by e-mail at XxxxxxxxXxxxxxxxxxx@xxx.xxx.

  • Members (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share.

  • SERS PICK-UP A. For purposes of this Article, total annual salary and salary per pay period for each member shall be the salary otherwise payable under this Agreement, as amended. The total annual salary and salary per pay period of each member shall be payable by the Board in two parts: (1) deferred salary and (2) cash salary. A member’s deferred salary shall be equal to that percentage of said member’s total annual salary or salary per pay period which is required from time to time by the State Employment Retirement System (“SERS”) to be paid as an employee contribution by said member and shall be paid by the Board to SERS on behalf of said member as a “pickup” of the SERS employee contribution otherwise payable by said member. A member’s cash salary shall be equal to said member’s total annual salary or salary per pay period less the amount, subject to applicable payroll deductions, to said member. The Board’s total combined expenditures for members’ total annual salaries otherwise payable under this Agreement, as amended, (including pickup amounts) and its employer contributions to SERS shall not be greater than the amounts it would have paid for those items had this provision not been in effect.

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