Where Members' interests are affected, additional capital contributions (the "Additional Capital Contributions") must have the unanimous consent of the Members. Capital Contributions may be amended from time to time, according to the requirements of the Venture, by decision of the Members as recommended by the Management Committee.The Members will not be personally liable for the return of all or part of the Capital Contributions of a Member, except as otherwise provided in this Agreement.No Member will have the right to demand or withdraw any portion of their capital contribution without the express written consent of the remaining Members.All Members will contribute their respective Capital Contributions fully and on time.Each of the Members has contributed to the capital of the Venture, in cash or property in agreed upon value, as follows (the "Capital Contribution"):.Duties of Members may be amended, from time to time, by decision of the Members, provided that the Members' interests are not affected except with the unanimous consent of the Members.Each Member will be responsible for its respective duties as follows:.all responsibilities attached to hiring of production and administration staff including any required labor negotiations, and all responsibilities attached to hiring of third party contractors.monitoring, analyzing and acting on all issues over which it would have express or implied authority according to this Agreement and.proper maintenance of books of account and financial records according to accepted accounting practices.monitoring, controlling and directing the financial, business and operational affairs of the Venture.managing the day to day business of the Venture.Except as otherwise specified in this agreement, the duties and obligations of the Management Committee in relation to the Venture will include the following:.Duties of the managers will be determined by the Management Committee. A manager or managers may be appointed by the Management Committee where necessary or desirable.All actions and decisions respecting the appointment of an accounting firm for the Venture require the consent and agreement of a majority of the Management Committee.Each Member may replace its Representative or appoint a temporary alternate at its own discretion on reasonable notice to the remaining Members. Each Representative will have the authority to bind their respective Member in decisions relating to the Venture. The Management Committee will consist of one representative (the "Representative") for each Member unless otherwise agreed by all the Members.Authority to bind the Venture in contract or in any third party business relation lies exclusively with the Management Committee, or its delegate. Within the limits of the Purpose of the Venture and the terms of this Agreement, the Management Committee will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture. The Venture will be directed, controlled and managed by a management committee (the "Management Committee").The principal office of the business of the Venture will be located at _ or such other place as the Members may from time to time designate.The Term may be extended with the unanimous consent of all Members.The duration of this Venture (the "Term") will begin on Jand continue in full force and effect until the occurrence of the following event:.The exclusive purpose of the Venture (the "Purpose") will be _. ![]() ![]()
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