Xyz Limited Liability Company Operating Agreement Page 7
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28business. No person, firm or corporation dealing with the Company shall be
required to inquire into the authority of the Managers to take any action or make
any decisions.
l.
To make employment contracts, to pay pensions and to establish
pension and other incentive plans of any or all of its employees.
m.
To establish, invest and maintain reserves for the benefit of the
Company in such amounts as the Managers, in their sole discretion, shall
determine, and to expend such reserves in such amounts and for such purposes
as the Managers shall determine.
n.
Managers shall supervise the establishment and maintenance of all
other records relative to the operation of the Company and cause to be provided
to the Members such reports or summaries, including any internal audit reports
prepared by Managers, with respect to such records, as Members with a Majority
Interest may from time to time reasonably request.
o.
Managers shall prepare and file, or cause to be prepared and filed, all
periodic reports and tax returns and perform other related administrative
services.
p.
Managers shall establish and maintain all accounting, bookkeeping,
cash management and financial systems and records relating to the Company
in accordance with generally accepted accounting principles, standards and
procedures. Managers shall prepare and furnish to the Members not later than
fifteen (15) days after the close of each monthly accounting period monthly
financial reports and statements which shall include an income statement for the
month, a statement of cash flows for the month and a balance sheet dated as of
the end of the month, and such other reports related to the Company as
reasonably requested by a majority interest of the Members. Managers shall
prepare and file, on the Company's behalf, all periodic reports and tax returns in
respect of income of the Company attributable to the Members of the Company.
q.
Each Manager may authorize any persons to act for him by proxy on
all matters in which Manager is entitled to participate. Every proxy must be
signed by the Manager or his attorney-in-fact. No proxy shall be valid after the
expiration of eleven (11) months from the date thereof unless otherwise provided
in the proxy. Every proxy shall be revocable at the pleasure of such Manager
executing it. A Manager may change its representative and appoint a successor
representative at any time by giving written Notice of such change to the other
Managers.
3.4
Standard of Care. Each Manager shall perform its duties as a Manager in
good faith, in a manner it reasonably believes to be in the best interests of the Company,
and with such care as an ordinarily prudent person in a like position would use under
similar circumstances. No Manager shall be liable to the Company or to any Member
7
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