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(b) Except as otherwise provided herein, the Manager shall have the right, <br />power and authority on behalf of the Company, and in its name, to exercise all of the rights, <br />power and authority which may be possessed by a manager of a limited liability company <br />pursuant to the Act, which shall include, but not be limited to, the performance of all duties <br />incident to the office of Secretary of a Nevada corporation. In connection with its function as the <br />Secretary of the Company, the Manager shall be responsible for authenticating records of the <br />Company and, where appropriate, is hereby authorized to certify documents and sign as <br />Secretary on behalf of the Company. In dealing with the Manager, no person shall be required to <br />inquire into the authority of the Manager to bind the Company. The Manager may delegate a <br />portion of the Manager's duties to third parties, in which event such third parties shall have such <br />authority as shall have been delegated to them. If the Manager desires, the Manager may appoint <br />officers for the Company, in which event such officers shall have such authority as similar <br />officers would have in a Nevada corporation unless their appointment shall specifically provide <br />otherwise. <br />(c) Notwithstanding anything herein to the contrary, the following acts shall <br />require the approval of the Management Committee and the approval of Members holding, in the <br />aggregate, 66.67% or more of the total outstanding Units ("Requisite Members'): <br />(1) The sale or other disposition of all or a substantial part of the assets of <br />the Company or Bowie. <br />(2) The merger of the Company or Bowie with another entity. <br />(3) The carrying on of business other than the business described in Section <br />3.1(a). <br />(4) The entry by the Company into any contract or transaction involving <br />more than $100,000 in any 12-month period, other than an agreement to be entered into <br />between Bowie and the Company pursuant to which Bowie will reimburse the Company <br />for providing administrative and support services. <br />(S) The Company borrowing money in excess of $1,000,000 in the <br />aggregate outstanding at any one time, excluding accounts payable, trade debt and similar <br />indebtedness incurred in the ordinary course of the Company's business. <br />(6) The granting of liens or security interests upon the Company's assets, <br />other than security interests and liens granted in the ordinary course of business or arising <br />by operation of law and the existing pledges and security agreements by the Company in <br />favor of GE Capital in connection with its loan to Bowie, and any subsequent pledges and <br />security interests in connection with financing provided to Bowie. <br />(7) The filing of a voluntary petition with respect to the Company in <br />bankruptcy or any similar act. <br />(8) The issuance of any additional Units, except pursuant to Section 4.2(d). <br />-14-