(b) Board of Directors.
i) Notwithstanding paragraph (a) above, the Manager may
delegate its power to manage the business of the Company 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 Company and do all such lawful acts
and things as may be done by a manager of a limited liability company under the
Delaware Limited Liability Company Act and as are not by statute, by the
Certificate, or by this Agreement directed or required to be exercised or done
by the Manager. 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 Company and the Members granted to
or imposed on directors of a corporation organized under the laws of the State
iii) The number of directors shall initially be one (1),
which number may be changed from time to time by the Manager. The initial
director shall be Jerald L. Kent.
iv) Each director shall be appointed by the Manager and
shall serve in such capacity until the earlier of his resignation, removal or
replacement by the Manager.
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 Company may reimburse
directors for the actual reasonable costs incurred in such attendance.
(c) Consent Required. The affirmative vote, approval, consent or
ratification of the Manager shall be required to:
i) alter the primary purposes of the Company as set forth
in Section 2;
ii) issue membership interests in the Company to any Person
and admit such Person as a Member;
iii) do any act in contravention of this Agreement or any
resolution of the Members, or cause the Company to engage in any business not
authorized by the Certificate or the terms of this Agreement or that which would
make it impossible to carry on the usual course of business of the Company;
iv) enter into or amend any agreement which provides for
the management of the business or affairs of the Company by a person other than
v) change or reorganize the Company into any other legal