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ARTICLE 6 <br />MANAGER <br />6.1 Manager. The Company's Business shall be conducted and the Company <br />Property shall be managed by a Manager appointed by the Members. The Manager shall <br />manage the Company and its Business as provided in this Agreement. Without ]imitation, <br />it shall represent the Company in its transactions and dealings with third parties, maintain <br />Company books and records, apply Company capital according to the Company's <br />Purposes, prepare and file federal and state tax returns and schedules or cause them to be <br />prepared and filed, and take other actions necessary or advisable to carry out the <br />Company's purposes. <br />6.2 Initial Mang er. Spitz Cattle Co. is appointed as the initial Manager, to serve <br />until it resigns or is removed as provided in this Agreement. <br />6.3 Resi ,nation,. A Manager may resign at any time upon written notice to the <br />Members. The resignation shall be effective without acceptance by the Members, at the <br />time specified in the notice if agreeable to the .Members, otherwise on the date of the <br />notice. The resignation of a Manager who is also a Member shall not affect his rights as a <br />Member and shall not constitute a withdrawal of a Member. <br />6.4 Removal. A Manager may be removed at an_v time upon vote of the Membership <br />as provided in this Agreement, with or without cause, upon written notice from. the <br />Members, effective at the time specified in the notice if agreeable to the Manager, <br />otherwise on the date of the notice. The removal of a Manager who is also a Member <br />shall not affect his rights as a Member and shall not constitute a withdrawal of a Member. <br />6.5 Vacancy. A vacancy in the position of Manager shall be filed by a vote of the <br />Members, as provided in this Agreement. r <br />6.6 Commitment of Mana er. 'The Manager shall devote such time to the Company <br />as may be reasonably necessary to conduct the Business and carry out its obligations to <br />the Company. The Manager may engage in other businesses and activities and is not <br />expected to devote full time to the Company or its Business. <br />6.7 Manager's Compensation. In addition to any distributions or allocations to which <br />it may be entitled by virtue of any Membership Interests it may hold, the Manager may, in <br />its discretion, be paid reasonable compensation in consideration for services performed <br />for the Company consistent with this Agreement and state law. Any such compensation <br />shall be reasonably commensurate with services actually performed, time devoted, the <br />financial benefit to the Company as a result of the Manager's actions, and such other <br />factors as shall be reasonable under all facts and circumstances. The Manager also shall <br />be entitled to reimbursement from the Company for expenses reasonably incurred it) <br />cfirrving out its duties. <br />6 <br />