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|INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016|
The General Partner(s) shall be authorized to elect, remove or replace directors and officers of the Partnership, who shall have such authority with respect to the management of the business and affairs of the Partnership as set forth herein or as otherwise specified by the General Partner(s) in the resolution or resolutions pursuant to which such directors or officers were elected.
Except as otherwise required by applicable law, each General Partner shall be authorized to execute or endorse any check, draft, evidence of indebtedness, instrument, obligation, note, mortgage, contract, agreement, certificate or other document on behalf of the Partnership.
No annual or regular meetings of the General Partner(s) or the Partners are required. The General Partner(s) may, by written consent, take any action which it is otherwise required or permitted to take at a meeting.
(b) Board of Directors.
i) Notwithstanding paragraph (a) above, the General Partner(s) may delegate its power to manage the business of the Partnership to a Board of Directors (the Board) which, subject to the limitations set forth below, shall have the authority to exercise all such powers of the Partnership and do all such lawful acts and things as may be done by a general partner of a limited partnership under the Act and as are not by statute, by the Certificate, or by this Agreement directed or required to be exercised or done by the General Partner(s). The rights and duties of the members of the Board may not be assigned or delegated to any person or entity.
ii) Except as otherwise provided herein, members of the Board shall possess and may exercise all the powers and privileges and shall have all of the obligations and duties to the Partnership and the Partners granted to or imposed on directors of a corporation organized under the laws of the State of California.
iii) The number of directors shall initially be one (1), which number may be changed from time to time by the General Partner(s). The initial director shall be Jerald L. Kent.
iv) Each director shall be appointed by the General Partner(s) and shall serve in such capacity until the earlier of his or resignation or removal or replacement by the General Partner(s).
v) No director shall be entitled to any compensation for serving as a director. No fee shall be paid to any director for attendance at any meeting of the Board; provided, however, that the Partnership may reimburse directors for the actual reasonable costs incurred in such attendance.
(c) Consent Required. The affirmative vote, approval, consent or ratification of the General Partner(s) shall be required to:
i) alter the primary purposes of the Partnership as set forth in Section 2;
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