Powers and Duties of Members Sample Clauses
Powers and Duties of Members. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member. This Section 5.6 supersedes any authority granted to the Members pursuant to Section 4A-401 of the Act. Any Member who takes any action or binds the Company in violation of this Section 5.6 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense. Except as specifically set forth herein, no Member is required to perform services for the Company solely by virtue of being a Member. No Member, in such Member’s capacity as such and regardless of such Member’s relative Percentage, shall have any duty, fiduciary or otherwise, to any other Member or Members or any other Person (including any creditor of any Member or any assignee of any Membership Interest in the Company).
Powers and Duties of Members. The Members in their capacity as Members shall not participate in the business affairs of the Company, transact any business on behalf of the Company, or have any power or authority to bind or obligate the Company. Without limiting the provisions of Section 4, the Members shall be entitled to vote on those matters requiring Member approval set forth in this Agreement (if any) or under the Act.
Powers and Duties of Members. 4.1 Management of Company Business. The Company is a member-managed limited liability company. The management and control of the Company and its business and affairs are vested exclusively in the Members. The Company does not have “managers,” as that term is used in the LLC Act. The Members, or either of them individually, have all the rights and powers that may be possessed by a member in a member-managed limited liability company pursuant to the LLC Act and those rights and powers that are otherwise conferred by law or are necessary, advisable, or convenient to the discharge of the Members’ duties under this Agreement and to the management of the Business and affairs of the Company. Without limiting the generality of the foregoing, and subject to the limitations set forth in Section 4.2 of this Agreement, the Members, or either of them individually, have the following rights and powers (which they may exercise at the cost, expense, and risk of the Company):
(a) To expend the funds of the Company in furtherance of the Company’s business;
(b) To perform all acts necessary to manage and operate the Business, including engaging such persons as the Members deem advisable to manage the Business;
(c) To execute, deliver, and perform on behalf of and in the name of the Company any and all agreements and documents deemed necessary or desirable by the Members to carry out the Business, including any bill of sale, contract of sale, or service agreement. No other signature or signatures are required; and
(d) To borrow or raise money on behalf of the Company in the Company’s name or in the name of the Members for the benefit of the Company and, from time to time, to draw, make, accept, endorse, execute, and issue promissory notes, drafts, checks, and other negotiable or nonnegotiable instruments and evidences of indebtedness. The rights and powers herein are subject to the limitations in Section 4.2 below.
Powers and Duties of Members. The Members who are not Managers shall not participate in the day-to-day control of the business affairs of the LLC, transact any business on behalf of the LLC, or have any power or authority to bind or obligate the LLC.
Powers and Duties of Members