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5.02 Election, Etc. of Board of Managers.
(a) The Member hereby unanimously elects the Commissioners of the
NNRHA to serve as the members of the Board of Managers of the Company, each to
serve until his successor shall be duly elected and qualified as a Commissioner of the
NNRHA.
5.03 Execution of Documents and Other Actions. The Member or the Board of
Managers may delegate to one or more of their number the authority to execute any
documents or take any other actions deemed necessary or desirable in furtherance of
any action that they have authorized on behalf of the Company as provided in this
Operating Agreement. Such person will be known as the Authorized Representative.
(b) The Member hereby unanimously elects the President of the NNRHA
to serve as the Authorized Representative for the Company, to serve until his successor
shall be duly elected and qualified as the President of the NNRHA.
5.04 Board of Managers’ Expenses and Fees. The Company shall reimburse the
Board of Managers for reasonable out-of-pocket expenses that were or are incurred by
the Board of Managers on behalf of the Company with respect to the start-up or operation
of the Company, the on-going conduct of the Company’s business, or the dissolution and
winding up of the Company and its business.
5.05 Competition. During the existence of the Company, the Board of Managers
shall devote such time to the business of the Company as may reasonably be required to
conduct its business in an efficient and profitable manner. The Board of Managers, for
their own account and for the account of others, may engage in business ventures,
including the acquisition of real estate properties or interests therein and the
development, operation, management and/or syndication of real estate properties or
interests therein, which may compete with the business of the Company. Each Member
hereby expressly consents to the continued and future ownership and operation by the
other Members or the Board of Managers of such properties and waives any claim for
damages or otherwise, or rights to participate therein or with respect to the operation and
profits or losses thereof.
5.06 Indemnification. The Company shall indemnify the Authorized
Representative and each member of the Board of Managers, whether serving the
Company or, at its request, any other Entity, to the full extent permitted by the Act. The
foregoing rights of indemnification shall not be exclusive of any other rights to which the
Authorized Representative and the Board of Managers may be entitled. The Board of
Managers may, upon the approval of the Member, take such action as is necessary to
carry out these indemnification provisions and may adopt, approve and amend from time
to time such resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law.Jump to an indexed page (65 of 65)