imported content to be vendored to StartupStarterPackage

CommonBoilerplate/ManagementOfTheCompany.md

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+# Management of the Company
+
+## Member authority
+Company Members shall be fully empowered and authorized to
+implement the terms and provisions of the Board Of Directors approved
+Business Plan and Annual Budget on behalf of the Company, subject to the
+limitations set forth in Section "Major Decisions".
+
+The Company may rely upon any action taken or document executed by the
+any Officer without duty of further inquiry and may assume that such 
+Officer has the requisite power and authority to take the action or 
+execute the document in question.
+
+## Major Decisions
+
+* causing the Company to enter into any agreement which
+would subject the Company or its assets to any recourse
+liability for borrowings, or for capital contributions to any Person;
+
+* causing the Company to grant any interests in the
+assets, profit, and income of the Company;
+
+* causing a dissolution of the Company;
+
+* regarding the Company assets, any sale, transfer, exchange,
+mortgage, financing, hypothecation or encumbrance of all or any part
+thereof, or any modification of the terms of the foregoing;
+
+* regarding the Company financial affairs, (A)
+determination of major accounting policies including selection of
+accounting methods and making various decisions regarding treatment and
+allocation of transactions for federal and state income, franchise or
+other tax purposes (B) determination of the terms and conditions of all
+borrowings of the Company and the identity of the lender
+thereof (or (i) applicable Budget therefor;
+
+* regarding the Company operations, approval of insurance coverages,
+the underwriters thereof and claims related thereto, the settlement of
+any litigation that is not fully covered by insurance involving more
+than $1000.00, entering into any contract which obligates the Company
+for more than $500.00 (except to the extent expressly set
+forth in an Annual Budget) or which cannot be cancelled without payment
+of a cancellation fee or other premium on not more than 30 days prior
+notice; and entering into any lease for office space;
+
+* filing of any petition or consenting to the filing of any petition
+that would subject the Company to a bankruptcy or similar
+proceeding;
+
+* any other action which, considered before the taking thereof,
+could reasonably be expected to have a material effect upon the business
+or affairs of the Company or is a breach of fiduciary duty.
+
+
+## Annual requirements of members
+Not later than February 1 of each year, the Members shall
+deliver to the Board Of Directors a detailed proposed business plan (the
+"**Business Plan**") for the Company's next succeeding fiscal year,
+which shall include the proposed budget for such year (the "**Annual
+Budget**").
+
+## Business Plan and Annual Budget
+
+The Business Plan and Annual Budget shall contain such other information
+as the Members wishes to include and shall contain such
+information as the Board Of Directors may request. 
+
+The Board Of Directors will review the proposed Annual Budget and Business Plan, 
+and subject to required revisions, approve the same for the next succeeding
+fiscal year no later than February 15 of each year.
+
+The Business Plan and Annual Budget shall include projected revenues,
+expenses for the year in question, projected investment activities and
+such other matters as the Members and Board Of Directos may deem appropriate. 
+If the Annual Budget provides for a contingency or similar line item, then
+unless otherwise specifically provided to the contrary therein, the
+Members shall be empowered to expend the amount set forth in such
+line item for the Company obligations. If the Business Plan is not
+approved by the date set forth above, then: 
+
+* any items or portions thereof that have been approved will become operative 
+immediately
+
+* with respect to the Annual Budget, the Members may expend,
+in respect of noncapital or recurring expenses in any quarter of the
+then current calendar year, an amount equal to the budget amount for the
+corresponding quarter of the immediately preceding calendar year, as set
+forth on the last approved Annual Budget after giving effect to any
+material changes to the Company or its properties during the prior year;
+however, if any contract approved as a part of any prior approved Annual
+Budget or Business Plan provides for automatic increases in costs
+thereunder after the beginning of the then current calendar year, then
+the Members may expend the amount of that increase.
+
+Following submission and recording of the final version of the
+Business Plan and Annual Budget, the Members shall be authorized
+to take the actions, incur obligations and make the expenditures therein
+expressly set forth. The Members shall not have any authority or
+power to take any action on behalf of the Company that would
+constitute a Major Decision, unless it has been
+expressly approved in writing by the Board Of Directors. 
+
+## Compensation of Members
+Except as otherwise specifically provided herein, no compensatory payment shall be made by
+the Company to any Member for the services to the Company.
+
+## Officers
+The Board Of Directors may from time to time, designate
+one or more Persons to be officers or agents of the Company (an
+"**Officer**"). Any Officer so designated shall have such title and
+authority and perform such duties as the Board Of Directors may, from
+time to time, designate. Unless the Board Of Directors decides
+otherwise, if the title is one commonly used for officers of a business
+corporation, the assignment of such title shall constitute the
+delegation to such Officer of the authority and duties that are normally
+associated with that office, subject to any specific delegation of
+authority and duties made to such Officer by the Board Of Directors.
+Each Officer shall hold office until his successor shall be duly
+designated and shall qualify or until his death or until he shall resign
+or shall have been removed. The salaries or other compensation, if any,
+of the Officers and agents of the Company shall be fixed from time to
+time by the Board Of Directors. Any Officer may resign as such at any
+time. Any Officer may be removed as such, with or without Cause, by the
+Board Of Directors. Designation of an Officer shall not, in and of
+itself, create contract rights.