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The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, <br />Wilmington, Delawaze 14801. The Members may from time to time change the registered <br />agent or office by an amendment to the certificate of formation of the Company. <br />5. ember . The name and business or residence address of each <br />Member of the Company aze set forth on Schedule A attached hereto. The business and <br />affairs of the Company shall be managed by a Board ofDirectors selected (except as provided <br />in the Bylaws), and subject to removal with or without cause, by the Members which shall <br />have all powers and rights necessary, appropriate or advisable to effectuate and carry out the <br />purposes and business of the Company. The Directors will be deemed "Managers" within the <br />meaning of the Act. Each Member and Director is hereby designated as an authorized person, <br />within the meaning of the Act, to execute, deliver and file the certificate of formation of the <br />Company (and any amendments and/or restatements thereof); provided that, except to the <br />extent specifically referenced in this sentence, no Member shall have the authority to bind or <br />otherwise act for the Company. Except for the power to select and remove members of the <br />Board of Directors, the Members shall have no power or authority with respect to the <br />operations of the Company and shall only have the spec'~fic rights and privileges set forth <br />herein, in the Bylaws or as provided by applicable law. In connection with the management of <br />the business and affairs of the Company, the Board of Directors and officers of the Company <br />shall execute, deliver and file any certificates (and any amendments and/or restatements <br />thereof) necessary for the Company to qualify to do bus'mess in ajurisdiction in which the <br />Company may wish to conduct business. The execution by one Director or by one officer, as <br />applicable, or by one Member, as applicable, of any of the foregoing certificates (and any <br />amendments and/or restatements thereof) shall be sufficient. <br />-2- <br />