9079064 - Laserfiche WebLink

Home Browse Search

to the Company or to any other Member for any loss suffered by the Company or any Member that arises out of any action or inaction of the Operating Member if the Operating Member, in good faith, determined that such course of conduct was in the best interest of the Company and such course of conduct did not constitute gross negligence or intentionally wrongful misconduct. 5.6 Indemnification of Operating,Member. The Operating Member is not personally liable for any debt,obligation, or liability of the Company merely by reason of being the Operating Member or a Member. To the fullest extent provided or allowed by the laws of Oregon, the Company will indemnify the Operating Member, in his capacity as Operating Member, from and against all costs, losses, liabilities, damages. claims, and expenses (including attorney fees as incurred at trial and on appeal)(collectively,"Claims")arising from actions or inactions taken or omitted in his or her capacity as Operating Manager,including,without limitation,action taken or omitted by the Operating Member consistent with this Agreement and in furtherance of the business or affairs of the Company. The satisfaction of any indemnification of the Operating Member under this Agreement will be from, and limited to, Company assets,and the Members will not have any personal liability on account thereof. 5.7 Other Business. Each Member is entitled to enter into transactions that may be considered to be competitive with, ora business opportunity that may be beneficial to,the Company, it being expressly understood that the Members may enter into transactions that are similar to the transactions into which the Company may enter,and the Company and each Member hereby waive any right or claim to participate in them, 5.8 Decisions by Members. Whenever in this Agreement reference is made to the decision, consent, approval,judgment, or action of the Members,unless otherwise expressly provided in this Agreement, such decision, consent,approval,judgment,or action shall mean a Majority of the Members. 5.9 Withdrawal by a Member. A Member has no power to withdraw from the Company. 6. SALARIES,REIMBURSEMENT,AND PAYMENT OF EXPENSES 6.1 Organization Expenses. All expenses incurred in connection with organization of the Company will be paid by the Company. 6.2 Reimbursements. The Operating Member is entitled to reimbursement from the Company for actual out-of-pocket expenses of the Company reasonably incurred in connection with the Company's business. 6.3 Salary. No salary will be paid to a Member for the performance of his or her duties under this agreement unless the salary has been approved in writing by a Majority of the Members. 6.4 Insurance. At all times,the Operating Member must obtain and keep in full force and effect a comprehensive public liability policy and property damage policy in amounts, with companies, and on terms acceptable to a majority of the Members. Each policy of insurance covering any Company property or any portion of any Company property must provide that the policy may not be canceled without at least 10 days' written notice to the Members. • Page-6- OPERATING AGREEMENT