Texas Limited Liability Company Operating Agreement Page 3
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10ARTICLE IV
Management
4.1
MANAGEMENT OF THE BUSINESS. This company shall be manager
managed. The initial elected managers are set forth in the articles of
organization filed with the appropriate State agency. If the appropriate State
agency does not require the Managers names be set for the in the Texas
certificate of formation, or the organizer elects not to set forth the names of the
Managers in the Texas certificate of formation, the Members may elect the
Managers in this agreement in the certification of Managers. Members holding a
majority of the capital interests in the Company may elect Managers as the
Members determine. Managers listed in the Texas certificate of formation and/or
this agreement will serve as the Managers of this company until a meeting of
members is held and new Manager(s) elected.
4.2
MEMBERS. Members shall not take part in the operation of the Company's
affairs, unless they are elected Managers.
4.3
POWERS OF MANAGERS. The Managers, as authorized by Members, will
make decisions as to (a) the sale, development lease or other disposition of the
Company's assets; (b) the purchase or other acquisition of other assets of all
kinds; (c) the management of all or any part of the Company's assets; (d) the
borrowing of money and the granting of security interests in the Company's
assets; (e) the pre-payment, refinancing or extension of any loan affecting the
Company's assets; (f ) the compromise or release of any of the Company's
claims or debts; and, (g) the employment of persons, firms or corporations for the
operation and management of the company's business. In the exercise of their
management powers, the Managers are authorized to execute and deliver (a) all
contracts, conveyances, assignments leases, sub-leases, franchise agreements,
licensing agreements, management contracts and maintenance contracts
covering or affecting the Company's assets; (b) all checks, drafts and other
orders for the payment of the Company's funds; (c) all promissory notes, loans,
security agreements and other similar documents; and, (d) all other instruments
of any other kind relating to the Company's affairs, whether like or unlike the
foregoing.
4.4
NOMINEE. Title to the Company's assets shall be held in the Company's name
or in the name of any nominee that the Managers may designate. The Managers
shall have
power to enter into a nominee agreement with any such person,
and such agreement may contain provisions indemnifying the nominee, except
for his willful misconduct.
Operating
A greement
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