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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> C. Replacement of Lost Stolen or Destroyed Certificate. Any Member <br /> claiming that his or her certificate of membership is lost, stolen, or destroyed may make an affidavit <br /> or affirmation of that fact and request a new certificate. Upon the giving of a satisfactory indemnity <br /> to Company as reasonably as required by the Manager, a new certificate may be issued of the same <br /> tenor and representing the same Percentage Interest of membership as was represented by the <br /> certificate alleged to be lost, stolen, or destroyed. <br /> ARTICLE V <br /> MANAGEMENT AND CONTROL OF COMPANY <br /> A. Management of Company by the Manager. The business,property and affairs <br /> of Company shall be managed exclusively by the Manager. The Manager shall have full,complete, <br /> and exclusive authority, power, and discretion to manage and control the business, property, and <br /> affairs of Company, to make all decisions regarding those matters and to perform any and all other <br /> acts or activities customary or incident to the management of Company business, property, and <br /> affairs. Except for matters for which approval by the Members is expressly required by the <br /> mandatory provisions of the Act,no Member shall have the right to vote on any matters concerning <br /> the business, property, management, or affairs of the Company. <br /> B. Decisions of the Manager. Except as otherwise provided for in Section 5(B) <br /> hereof, decisions of the Manager shall be binding upon Company and each Member and, for the <br /> avoidance of any doubt, a corporate resolution, unanimous written consent, or other written <br /> direction of the Thorin Board (in any form deemed appropriate thereby in the sole discretion <br /> thereof) shall be deemed to have evidenced, authorized, and otherwise constituted a binding <br /> decision of the Manager. <br /> 5.2 Members Have No Managerial Authority. The Members shall have no power to <br /> participate in the management of Company except as expressly authorized by this Agreement or <br /> the Articles and except as expressly required by the Act. Unless expressly and duly authorized in <br /> writing to do so by the Manager, no Member shall have any power or authority to bind or act on <br /> behalf of Company in any way, to pledge its credit, or to render it liable for any purpose. <br /> 5.3 Performance of Duties; Liability of Manager. Manager shall not be liable to <br /> Company or to any Member for any loss or damage sustained by Company or any Member,unless <br /> the loss or damage shall have been the result of fraud, gross negligence, reckless or intentional <br /> misconduct, or a knowing violation of law by the Manager. Manager shall perform their <br /> managerial duties in good faith, in a manner they reasonably believe to be in the best interests of <br /> Company and its Members, and with such care, including reasonable inquiry, as an ordinarily <br /> prudent person in a like position would use under similar circumstances. A Manager shall not have <br /> 9 <br />