Majority Board Approval. Except as otherwise provided in this Agreement or the LLC Law, the following actions shall require the approval of, and shall be authorized upon obtaining the approval of, a majority of the Board: (1) Entering into contractual arrangements over $ 100,000; (2) Entering into partnerships, joint ventures or similar transactions or arrangements involving investment by the Company of over $100,000, individually, or $250,000, in the aggregate; (3) Incurring debt, including any guarantee of debt, over $ 100,000; (4) Making any unbudgeted capital expenditures over $ 100,000; (5) Changing the auditors or the accounting policies, practices or procedures, other than in accordance with changes in generally accepted accounting principles in the United States of America, of the Company; (6) Approving or materially amending the Annual Budget pursuant to Section 11.4; (7) Granting profit participation rights, including pursuant to Section 3.3; (8) The Transfer of any Units by any Member (other than a Transfer to a Specified Transferee of such Member or pursuant to Section 5.8), and the admission to the Company of such transferee as a Member ; provided that the Manager(s) designated by any such transferring Member shall not be entitled to vote on such matter, and all determinations of the requirements f or quorum and voting under Section 6.5 shall be recalculated by disregarding, for purposes of such matter, any Manager(s) that shall not be entitled to vote in respect of such matter pursuant to this Section 6.7(a)(8); and (9) Agreeing to take any of the foregoing actions.
Appears in 2 contracts
Sources: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement