Limited Liability Company Agreement Template Page 14
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19take any action in furtherance of any of the foregoing, which shall require the
affirmative vote of all of the members of the Company.
6.02
Action by Written Consent.
Any action permitted or required by the Act, the Certificate or this Agreement to be taken
at a meeting may be taken without a meeting if a consent in writing, setting forth the action to be
taken, is signed by the Member. Such consent shall have the same force and effect as a
unanimous vote at a meeting and may be stated as such in any document or instrument filed with
the Secretary of State of Delaware, and the execution of such consent shall constitute attendance
or presence in person at a meeting of the Member.
6.03
Compensation.
The Member and each Manager shall be entitled to be reimbursed for out-of-pocket costs
and expenses incurred in the course of their respective service hereunder.
6.04
Conflicts of Interest.
Subject to the other express provisions of this Agreement, the Member and Manager at
any time and from time to time may engage in and possess interests in other business ventures of
any and every type and description, independently or with others, including ones in competition
with the Company, with no obligation to offer to the Company or any other officer the right to
participate therein. The Company may transact business with the Member or any officer or
affiliate thereof, provided the terms of those transactions are no less favorable than those the
Company could obtain from unrelated third parties and are approved by the Member.
6.05
Meetings of Member.
(a)
An annual meeting of the Member, for the transaction of business as may properly come
before the meeting, shall be held at such place, within or without the State of Delaware, on such
date and at such time as the Member shall fix and set forth in the notice of the meeting, which
date shall be within 13 months subsequent to the date of formation of the Company or the last
annual meeting of the Member, whichever most recently occurred. All meetings of the Member
shall be held at the principal place of business of the Company or at such other place within or
without the State of Delaware as shall be specified or fixed in the notices or waivers of notice
thereof.
(b)
Special meetings of the Member for any proper purpose or purposes may be called at any
time by the Member.
6.06
Removal or Substitution of Manager.
The Member may appoint or remove any entity as Manager. Any Manager may delegate
its duties under this Agreement to any officer of that Manager who will have all rights and
obligations of Manager in regards to the duties so delegated.
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