Texas Limited Liability Company Operating Agreement Page 3
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11ARTICLE 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.
4.5
COMPANY INFORMATION. Upon request, the Managers shall supply to any
member
information regarding the Company or its activities. Each Member or his
Operating Agreement - 3
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