Common use of Management by Board of Directors Clause in Contracts

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.

Appears in 3 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (American Midstream Partners, LP), Limited Liability Company Agreement (American Midstream Partners, LP)

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Management by Board of Directors. Except as expressly provided in this Agreement, the The business and affairs of the Company shall be fully vested in, managed by a board of directors (the “Board”) and managed by, the Board and, subject to the discretion of the Board, officers elected pursuant to Article VIIVIII. The Directors and officers Each member of the Board shall collectively constitute a managersmanager” of the Company within the meaning of the Act. Except as To the extent not 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 as similar as possible to the typical authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of DelawareDelaware and engaged in a business similar to that of the Company. The officers shall be vested with such powers and duties as are set forth in Article VII VIII 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 by 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 Board and the officers shall not have any power or authority to manage the business or affairs of knowingly cause the Company or to bind violate any duty imposed on the Company or enter into agreements on behalf of under the CompanyPartnership Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Williams Pipeline Partners L.P.), Limited Liability Company Agreement (Williams Pipeline Partners L.P.)

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; provided, however, that the Board may, at its discretion, delegate to the officers of the Company any management power, authority or function vested in the Board, regardless of whether the board of directors of a corporation organized under the Delaware General Corporation Law could delegate such power, authority or function to the officers of such a corporation. 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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (American Midstream Partners, LP), Limited Liability Company Agreement (American Midstream Partners, LP)

Management by Board of Directors. Except as expressly provided in this Agreement, the The business and affairs of the Company shall be fully vested in, and managed by, a Board of Directors (the Board and, “Board”) and subject to the discretion of the Board, officers elected pursuant to Article VIIVIII. 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 VIII 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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Williams Partners L.P.), Limited Liability Company Agreement (Williams Partners L.P.)

Management by Board of Directors. Except as expressly provided in this Agreement, the The business and affairs of the Company shall be fully vested in, and managed by, a Board of Directors (the Board and, “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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (El Paso Pipeline Partners, L.P.), Limited Liability Company Agreement (El Paso Pipeline Partners, L.P.)

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Management by Board of Directors. Except as expressly provided in this Agreement, the The business and affairs of the Company shall be fully vested in, and managed by, a Board of Directors (the Board and, “Board”) and subject to the discretion of the Board, officers elected pursuant to Article VIISection 6.13. 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 Section 6.13 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (MBOW Four Star, L.L.C.)

Management by Board of Directors. Except as expressly provided in this Agreement, the The business and affairs of the Company shall be fully vested in, and managed by, a Board of Directors (the Board and, “Board”) and subject to the discretion of the Board, officers elected pursuant to Article VIISection 7.13. 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 Section 7.13 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Tennessee Gas Pipeline Company, L.L.C.)

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