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