Common use of Members Clause in Contracts

Members. To the extent permitted under Section 17703.04 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 3 contracts

Sources: Operating Agreement, Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 53-19-16 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 53-19-15 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 450.4501 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 450.4401 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 ▇▇-▇▇-▇▇▇ of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 ▇▇-▇▇-▇▇▇ of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 25.15.126 of the ActCode, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 25.15.154 of the ActCode. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act Code specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act Code specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 10.50.265 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 10.50.110 and 10.50.250 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 Sections 1544 and 1559 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 1541 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 609 of the ActLaw, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 408 and 412 of the ActLaw. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act Law specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act Law specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 1706.26 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 1706.18 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 183.0304 of the ActLaw, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 183.0401 and 183.0402 of the ActLaw. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act Law specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act Law specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 34-251a of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 34-255f of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 17-7688 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 17-7693 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 Sections 86.371 and 86.391 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 86.291 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 275.150 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 275.165 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 29–803.04 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 29–803.01 and 29–804.07 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 42:2C-30 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 42:2C-27 and 42:2C-37 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 Sections 18-2017 and 18-2022 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 18-2013 and 18-2019 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 21-129 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 21-126 and 21-136 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 29-3304 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 29-3301 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 18-303 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 18-402 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 Sections 428-302 and 428-303 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 428-301 and 428-404 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or Agreement, the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or Agreement, the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this AgreementAgreement and Section 428-301 of the Act.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 605.0304 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 605.0407 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 489.304 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 489.407 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or Agreement, the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or Agreement, the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this AgreementAgreement and Section 489.301 of the Act.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 Sections 10A-5A-3.01 and 10A-5A-4.06 of the ActLaw, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 10A-5A- 3.02 and 10A-5A-4.07 of the ActLaw. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act Law specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act Law specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 304-C:23 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 304-C:47 and 304-C:52 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 8834 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 8831 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement Agreement, the Act or the Act Code specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement Agreement, the Act or the Act Code specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 31B-3-303 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 31B-3-301 and 31B-4-404 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 13.1-1019 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 13.1-1021.1 and 13.1-1022 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 7.001 of the ActCode and Sections 101.114 and 101.401 of the Law, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 101.251, 101.252, and 101.254 of the ActLaw. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or Agreement, the Act Law specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or Agreement, the Act Law specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this AgreementAgreement and Section 101.254 of the Law.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 Sections 35-8-304 and 35-8-306 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 35-8-301 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 22 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 Sections 15 or 24 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 10-10 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 13-5 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or Agreement, the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or Agreement, the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this AgreementAgreement and Section 13-5 of the Act.

Appears in 2 contracts

Sources: Operating Agreement, Operating Agreement

Members. To the extent permitted under Section 17703.04 4A-301 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 4A-401(a)(3) of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 57D-3-30 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 57D-3-20 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 4-38-304 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 1 4-38-407 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 10-32.1-26 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 10-32.1-39 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 347.057 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 347.065 and 347.079 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 48-3a-304 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 48-3a-301 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, agreement or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent the consent, approval, agreement of other action of all of the Members or of a specific portion of the Members, an affirmative majority vote a Majority Consent shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Limited Liability Company Operating Agreement

Members. To the extent permitted under Section 17703.04 7-80-705 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 7-80-405 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 47-34A-303 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 47-34A-301 and 47-34A-404.1 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 3969 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 3973 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 4042 of the ActStatutes, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 4054 of the ActStatutes. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act Statutes specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act Statutes specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 7-16-23 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under pursuant to Section 17703.01 7-16-14 of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement

Members. To the extent permitted under Section 17703.04 Sections 15114(B), 15115(I) and 15118 of the Act, no Member shall be personally liable for the obligations of the Company. Members that are not Managers may not take any part in the control, management, direction, or operation of the Company's affairs and have no power to bind the Company under Section 17703.01 pursuant to Sections 15115(A) and 15115(H) of the Act. The Members may advise the Managers, but Managers are not required to accept such advice. The Managers have the exclusive right to control and manage the Company, except where this Agreement or the Act specifically requires the consent, approval, agreement, or other action the Members. In such instance, except where this Agreement or the Act specifically requires unanimous consent of the Members or of a specific portion of the Members, an affirmative majority vote shall constitute the consent, approval, agreement or other action of the Members. No Member, in his, her or its capacity as such, shall have authority to act for or bind the Company with respect to any matter not otherwise expressly authorized by the Members or Managers pursuant to the terms of this Agreement.

Appears in 1 contract

Sources: Operating Agreement