Common use of Rights and Duties of the Board of Managers Clause in Contracts

Rights and Duties of the Board of Managers. (a) The Company is a manager-managed limited liability company. Accordingly, management of the affairs of the Company shall be vested in a Board of Managers (the “Board”). The Persons constituting the Board (each, a “Manager”) will be (i) the “managers” of the Company for all purposes under the Act and (ii) the Board for all purposes under this Agreement. The Board will have the power to act only by a majority of the Managers in accordance with the provisions and in the manner specified herein. A person does not need to be a Member to serve on the Board. The Board will consist of three members and shall initially consist of, Sxxxx Xxxx, Jxxx Xxxxxxxxx and the Independent Manager, who shall serve until they resign or are replaced by a majority of the Board of Managers, and new members of the Board shall be appointed by a majority of the Board of Managers. Provided, however, the Members holding 66 2/3% of the Voting Shares can vote to remove and replace a Manager for “Cause” in accordance with Section 2.9. The size of the Board may be increased or decreased from time to time by action of the Board.

Rights and Duties of the Board of Managers. (a) The Company is a manager-managed limited liability company. Accordingly, management of the affairs of the Company shall be vested in a Board of Managers (the “Board”). The Persons constituting the Board (each, a “Manager”) will be (i) the “managers” of the Company for all purposes under the Act and (ii) the Board for all purposes under this Agreement. The Board will have the power to act only by a majority of the Managers in accordance with the provisions and in the manner specified herein. A person does not need to be a Member to serve on the Board. The Board will consist of three members and shall initially consist of, Sxxxx XxxxNxxxx Xxxxxxx, Jxxx Xxxxxxxxx and the Independent Manager, who shall serve until they resign or are replaced by a majority of the Board of ManagersBoard, and new members of the Board shall be appointed by a majority of the Board of ManagersBoard. Provided, however, the Members holding 66 2/3% of the Voting Shares eligible to vote can vote to remove and replace a Manager for “Cause” in accordance with Section 2.9. The size of the Board may be increased or decreased from time to time by action of the Board.

Rights and Duties of the Board of Managers. (a) The Company is a manager-managed limited liability company. Accordingly, management of the affairs of the Company shall be vested in a Board of Managers (the “Board”). The Persons constituting the Board (each, a “Manager”) will be (i) the “managers” of the Company for all purposes under the Act and (ii) the Board for all purposes under this Agreement. The Board will have the power to act only by a majority of the Managers in accordance with the provisions and in the manner specified herein. A person does not need to be a Member to serve on the Board. The Board will consist of three members and shall initially consist of, Sxxxx Xxxx, Jxxx Xxxxxxxxx and the Independent Manager, who shall serve until they resign or are replaced by a majority of the Board of ManagersMasterworks Gallery, LLC, and new members of the Board shall be appointed by a majority of the Board of ManagersMasterworks Gallery, LLC. Provided, however, the Members holding 66 2/3% of the Voting Shares can vote to remove and replace a Manager for “Cause” in accordance with Section 2.9. The size of the Board may be increased or decreased from time to time by action of the Board.