Other Board Members
Board Facts From Our Operating Agreement
- The business and affairs of the Company shall be managed by or under the direction of its Board of Managers (the “Board of Managers”).
- No Member shall have any power or authority to take any action on behalf of the Company or bind the Company.
- Decisions concerning the business affairs and operations of the Company shall be made by a majority vote of a quorum of the members of the Board of Managers.
- Board of Managers shall consist of persons who are Owners or Executive Officers of Members from the following Member Classes and Member Sub-Classes:
- Seven (7) Managers shall be selected from the Franchisor and Network Members; provided that at least one (1), but not more than one (1), such Manager shall be a Network Member representative, and the Manager representing the Network Members shall rotate each term between a representative of each Network Member;
- Five (5) Managers shall be selected from the Large Broker Member Sub-Class;
- Three (3) Managers shall be selected from the Mid-Sized Broker Member Sub-Class; and
- Three (3) Managers shall be selected from the Small Broker Member Sub-Class.
- The members of the Board of Managers shall not receive any compensation from the Company for their service
- The Board of Managers shall not have the authority, without the approval of two-thirds (2/3rds) of the total number of the current members of the Board of Managers, to:
- Sell or otherwise dispose of more than one-half of the business or assets of the Company; merge the Company into or with another entity, or acquire all, or substantially all, of the assets of another entity, or controlling interest in another entity’s stock or equity interests;
- Change the business of the Company from the Purposes and Objectives set forth in the Operating Agreement
- Incur debt or make expenditures in excess of five percent (5%) of the Company’s then current annual budget approved by the Board of Managers unless such debt or expenditure is specifically contemplated by the Company’s annual budget;
- Enter into any transactions with any member of the Board of Managers or an Affiliate thereof; or file on behalf of the Company any petition for relief under the federal Bankruptcy Code or any state law affording relief from creditors.