(f) The execution of the Certificate by Charter and the filing thereof
in the office of the Secretary of State of the State of Delaware, are hereby
ratified, confirmed and approved by the members.
(g) The Manager shall cause the Company to be qualified, formed or
registered under assumed or fictitious name statutes or similar laws in any
jurisdiction in which the Company transacts business in which such
qualification, formation or registration is required or desirable. The Manager,
as an authorized person within the meaning of the Delaware Limited Liability
Company Act, shall execute, deliver and file any certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify to
do business in a jurisdiction in which the Company may wish to conduct business.
SECTION 2. Purposes. The Company is formed for the object and purpose
of, and the nature of the business to be conducted by the Company is, engaging
in any lawful act or activity for which limited liability companies may be
formed under the Delaware Limited Liability Company Act and engaging in any and
all activities necessary, convenient, desirable or incidental to the foregoing.
SECTION 3. Powers. The Company shall have all powers necessary,
appropriate or incidental to the accomplishment of its purposes and all other
powers conferred upon a limited liability company pursuant to the Delaware
Limited Liability Company Act.
SECTION 4. Management.
(a) Management by Managers. The Members hereby unanimously elect
Charter Communications, Inc. ("CCI"), a Delaware corporation, or its
successor-in-interest, as the Company's Manager. CCI shall be the Manager until
the Members unanimously elect otherwise. No additional person may be elected as
Manager without the unanimous approval of the Members. Except as otherwise
required by applicable law and as provided below with respect to the Board of
Directors, the powers of the Company shall at all times be exercised by or under
the authority of, and the business, property and affairs of the Company shall be
managed by, or under the direction of, the Manager.
The Manager shall be authorized to elect, remove or replace directors
and officers of the Company, who shall have such authority with respect to the
management of the business and affairs of the Company as set forth herein or as
otherwise specified by the Manager in the resolution or resolutions pursuant to
which such directors or officers were elected.
Except as otherwise required by applicable law, CCI, in its capacity as
Manager, 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 Company.
No annual or regular meetings of the Manager or the members are
required. The Manager may, by written consent, take any action which it is
otherwise required or permitted to take at a meeting.
(b) Board of Directors.