Powers Reserved to Members Clause Samples

Powers Reserved to Members. Each of the Members reserves the right, in its sole and absolute discretion, to: a. Maximize input to the Plan chapter or section of the GSP adopted by the Authority as applicable within the Member’s boundaries; b. Subject to applicable limitations in this Agreement, implement GSP actions adopted by the Authority within the Member’s boundaries; c. Withdraw from this Agreement and become its own GSA, to the extent authorized by SGMA, and to thereafter exercise the powers conferred to a GSA, within the Member’s boundaries; d. Nothing set forth in this Agreement is intended to impede or abrogate the powers of any Member, including but not limited to the Member’s police power and land use authority; e. Each Member shall be individually responsible for its own covenants, obligations, and liabilities under this Agreement. No Member shall be under the control of or shall be deemed to control any other Member. No Member shall be precluded from independently pursuing any of the activities contemplated in this Agreement. No Member shall be the agent or have the right or power to bind any other Member without such Member’s express written consent, except as expressly provided in this Agreement.

Powers Reserved to Members. Except as otherwise provided in this Agreement, without the consent of the Members holding a majority of the Percentage Interests in the Company, the Board of Managers shall not: (a) Make an agreement on behalf of or bind any Member (including settlement of any legal claim, demand, action, suit or proceeding); (b) Cause the Company or any Person Controlled By the Company to become a party to any merger, conversion, consolidation or any other business combination, or cause or permit the Company or any Person Controlled By the Company to Dispose of all or substantially all of its assets. For purposes of the foregoing, “all or substantially all” of the assets means assets of the Company with a fair market value at the time of disposition greater than 70% of the Company’s total assets; (c) Reorganize or continue the Company under the laws of a jurisdiction other than the State of Delaware; (d) Admit any new Member or issue or obligate the Company to issue any interest in the Company; (e) Elect Managers to fill vacancies on the Board of Managers; (f) Cause or permit the Company or any of its subsidiaries to commence any Bankruptcy, dissolution, winding up or liquidation proceedings under any Legal Requirement; (g) Cause or attempt to cause a Member to make any additional capital contributions to the Company; or (h) Amend this Agreement or the Certificate. The approval or consent of Members required under this Agreement may be given or withheld in the sole and absolute discretion of each Member.

Powers Reserved to Members. Notwithstanding anything to the contrary contained above and subject to the terms of this Agreement, with the approval of the Board, consent of two- thirds (2/3) of Membership Interest, the Members shall be required to perform the following which shall be “Major Decisions”: (a) The sale, exchange, or other disposition or encumbrance of all or any portion of the Property, however this does not apply to Members selling their respective Membership Interests, in the Company. Members reserve the right to finance the sale of any interest and hold a security interest, which may only encumber the Member’s Rotation Interest through a security instrument that does not encumber the Property in any way, in the Rotation being sold; (b) The effectuation or modification of any loan or any security interest or other lien encumbering the Property with the exception of the provisions as stated within Article 3.1.4a; (c) The incurring of any capital expenditures, or series of capital expenditures, with respect to the Property, individually or in the aggregate, in an amount exceeding $10,000 (inflation adjusted) annually which amount shall be revisited annually to adjust according to market conditions; (d) Other than the Quarterly Maintenance and Operating Assessments, due the 1st of each quarter obligating any Member or affiliate of any Member to fund additional capital, with the exception of maintaining a Capital Expenditure Reserve of $10,000 yearly, the funding of an Extraordinary Capital Assessment subject to the provisions in Exhibit E, Section D or to make or guarantee a loan or to increase its personal liability either to the Company or to third parties; (e) The institution of any lawsuit on behalf of the Company, except with respect to unlawful detainer and other actions to protect the Property; (f) The lending of money by the Company to any person or entity; (g) Transactions between the Company and one (1) or more of the Members or one (1) or more of any Member’s or Board affiliates, or transactions in which one (1) or more Members , or one (1) or more of any Member’s Boards affiliates, has a material financial interest (except as otherwise specifically permitted in this Agreement); (h) To approve as a part of the Boards yearly budget, the purchase from or through others insurance (other than insurance of RVs, motorized vehicles or other personal property, which shall be each Member’s or guest’s responsibility) which the Board deems advisable, appropriate, convenien...

Powers Reserved to Members. Each of the Members reserves the right, in its sole and absolute discretion, to: a. Withdraw from this Agreement and Bbecome aits own GSA, to the extent authorized by SGMA, and to thereafter exercise the powers conferred to a GSA, within the M ember’s boundaries; b. Maximize input to the Plan chapter or section of the GSP adopted by the Authority as applicable within the Member’s boundaries or the Management Area managed in whole or in part by such Member; c. Subject to the provisions of Article 8 of this Agreement, implement the GSP adopted by the Authority within the Member’s boundaries or the Management Area managed in whole or in part by such Member.