Texas Limited Liability Company Operating Agreement (Page 3 of 9) in pdf

ARTICLE 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

authorized representative shall have access to and may inspect and copy all books,

records and materials in the Manager's possession regarding the Company or its

Operating A greement -‐ 3

Texas Limited Liability Company Operating Agreement Page 3

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