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.
- In addition to the Managers listed above, NAR shall the right to nominate two (2) NAR Managers to the Board of Managers subject to the review and approval the Board of Managers
- 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.