Actions of the Managers. Subject to the delegation of rights and powers provided for herein, the Managers shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. Except as otherwise provided herein, the vote of two Managers shall be necessary to approve any action by the Board of Managers. The Member, by reason of its status as such, shall have no authority to act for or bind the Company but shall have only the right to vote on and approve the actions herein specified to be voted on or approved by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in this Agreement. Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, any Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (HPSC Inc), Limited Liability Company Agreement (HPSC Inc), Limited Liability Company Agreement (HPSC Inc)