Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company.
Management by Board of Directors. (a) The Sole Member shall have the power and authority to delegate to one or more other persons the rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of the Sole Member or the Company, and to delegate by a management agreement with or otherwise to other Persons.
Management by Board of Directors. Except as expressly provided in this Agreement, the business and affairs of the Company shall be fully vested in, and managed by, the Board and, subject to the discretion of the Board, officers elected pursuant to Article VII. The Directors and officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise provided in this Agreement, the authority and functions of the Board, on the one hand, and of the officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The officers shall be vested with such powers and duties as are set forth in Article VII and as are specified by the Board. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and 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. The Members in their capacity as Members shall not have any power or authority to manage the business or affairs of the Company or to bind the Company or enter into agreements on behalf of the Company.
Management by Board of Directors. The business and affairs of the Company shall be fully vested in, and managed by, a Board of Directors (the “Board”) and, subject to the discretion of the Board, Officers elected pursuant to Article VII. The Directors and Officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of having the status of a Member, shall have or attempt to exercise or assert any management power over the business and affairs of the Company or shall have or attempt to exercise or assert actual or apparent authority to enter contracts on behalf of, or to otherwise bind, the Company. Except as otherwise provided in this Agreement, the authority and functions of the Board, on the one hand, and of the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. The Officers shall be vested with such powers and duties as are set forth in Article VII and as are specified by the Board. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and 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.
Management by Board of Directors. 4 6.1 Establishment of Board 4 6.2 The Board: Delegation of Authority and Duties 4 6.3 Term of Office 5 6.4 Meetings of the Board and Committees 5 6.5 Voting 6 6.6 Responsibility and Authority of the Board 7 ARTICLE VII OFFICERS 7 7.1 Designation and Appointment 7 7.2 Resignation and Removal 7 7.3 Duties of Officers Generally 7 7.4 President 8 7.5 Chief Financial Officer 8 7.6 Vice President(s) 8 7.7 Secretary 8 ARTICLE VIII INDEMNIFICATION 9 8.1 Exculpation 9 8.2 Right to Indemnification 9 8.3 Determination of Eligibility 10 8.4 Advancement of Expenses 10 8.5 Indemnification of Employees and Agents 10 8.6 Appearance as a Witness 10 8.7 Right of Claimant to Bring Suit 10 8.8 Nonexclusivity of Rights 11 8.9 Insurance 11 8.10 Savings Clause 11 ARTICLE IX ACCOUNTING PERIOD, RECORDS AND REPORTS 11 9.1 Accounting Method 11 9.2 Accounting Period 11 9.3 Inspection 12 9.4 Preparation of Financial Statements 12 ARTICLE X TAX MATTERS 12 10.1 Tax Returns and Elections 12 ARTICLE XI DISSOLUTION AND TERMINATION 12 11.1 Dissolution 12 11.2 Effect of Dissolution 12 11.3 Winding Up, Liquidating and Distribution of Assets 12 11.4 Certificate of Cancellation 13 ARTICLE XII MISCELLANEOUS 13 12.1 Notices 13 12.2 Application of Delaware Law 13 12.3 Headings 13 12.4 Waivers 14 12.5 Rights and Remedies Cumulative 14 12.6 Severability 14 12.7 Heirs, Successors and Assigns 14 12.8 Beneficiaries 14 12.9 Article 8 Opt-In 14 12.10 Assignments 14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BANDELIER PIPELINE HOLDING, LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is dated as of January 31, 2010, by Bandelier Pipeline Holding, LLC, a Delaware limited liability company.
Management by Board of Directors. (a) The overall management and control of the Company shall be exercised by or under the authority of the board of directors (the “Board” and, each member of the Board, a “Director”) as provided in this Article VII. A Director shall be deemed to be a “manager” within the meaning of the Act. The Board shall be exclusively vested with all management powers over the business and affairs of the Company except as otherwise expressly provided in this Agreement or by non-waivable provisions of applicable Law. Except as expressly provided herein or as is otherwise required by Law, no Member, in its capacity as a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of the Company.
Management by Board of Directors. Other than as expressly set forth in Section 6.15, all of the power and authority of the Company relating to the Company’s management of the business and affairs of the Partnership Group, as the general partner of the Partnership, shall be fully vested in, and managed by, a Board of Directors (the “Board”) and, subject to the discretion of the Board, Officers elected pursuant to Article VII. The Directors and Officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise expressly provided in this Agreement (including Section 6.14 and Section 6.15), no Member, by virtue of having the status of a Member, shall have or attempt to exercise or assert any management power over the business and affairs of the Company or shall have or attempt to exercise or assert actual or apparent authority to enter contracts on behalf of, or to otherwise bind, the Company or any member of the Partnership Group. Except as otherwise provided in this Agreement (or as the Board may resolve with respect to determining the powers granted to the Officers), the authority and functions of the Board, on the one hand, and of the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The Officers shall be vested with such powers and duties as are expressly set forth in Article VII and as are otherwise specified by the Board. Accordingly, except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and 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.
Management by Board of Directors. (a) Except for situations in which the approval of one or more Members is expressly required by this Agreement (including Section 6.4) or by nonwaivable provisions of applicable law, (i) the powers of the Company, including converting the Company into a corporation as contemplated by Article 8 and in accordance with Section 265 of the Delaware General Corporation Law, shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a Board and (ii) the Board may make all decisions and take all actions for the Company not otherwise provided in this Agreement.
Management by Board of Directors. The conduct and operation of the Company's business and affairs shall be fully vested in, and managed by, a Board of Directors (the "BOARD"). In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act, this Agreement or applicable law.
Management by Board of Directors. The property, business and affairs of the Company shall be managed by its Board of Directors and in accordance with the terms of this Agreement. Except where the Members' approval is expressly required by this Agreement or by the Act, the Board of Directors shall have full authority, power and discretion to make all decisions with respect to the Company's business and to perform such other services and activities as set forth in this Agreement. Each Director shall be an agent of the Company for its business purposes and may bind the Company in the ordinary course.
