MGEE » Topics » Management

This excerpt taken from the MGEE 10-Q filed Nov 8, 2005.



Members' Management Rights.  Pursuant to sec. 183.0401(1) and (2), Stats., the Members have vested management of the business and affairs of the Company in its Managers.  No Member, in his or her capacity as such, shall have the authority to act for the Company in any matter.  This Section 6.1 restricts management rights and duties of the Members to the extent such rights and duties have been delegated to the Managers.


Term of Managers.  Each Manager shall serve until (1) the Manager resigns, or (2) the Manager is removed (with or without cause) by vote of the Members with Majority Consent.


Authority, Powers of the Managers.


Except to the extent otherwise provided in this Agreement, the Managers are authorized to do on behalf of the Company all things that in their sole judgment, are necessary, proper or desirable to carry out the business of the Company in its ordinary course.  Acts by a Manager involving persons other than Members are taken in his or her role as agent of the Company.


Any person dealing with the Company or a Manager may rely upon a certificate signed by a Manager as to:


The identity of the Members and the Managers;


The existence or non-existence of any fact or facts that constitute a condition precedent to acts by the Managers or any other matter germane to the affairs of the Company;


The persons who are authorized to execute and deliver any instrument or document on behalf of the Company;


Any act or failure to act by the Company or its Members, or as to any other matter involving the Company or any Member.


Only the Managers have the right, power and authority to execute documents on behalf of and in the name of the  Company, and no person shall be obligated to inquire into the authority of a Manager to bind the company.


Restrictions on Manager's Authority.  


A Manager shall not have the authority to:


do any act in contravention of law or this Agreement that would make it impossible to carry on the ordinary business of the Company;


possess property of the Company or assign rights in the specific property of the Company, for other than a purpose of the Company;


perform any act that would subject the Members to liability in any jurisdiction.


Without Unanimous Consent, the Manager shall not have the authority to:


confess a judgment


incur indebtedness on behalf of the Company, enter a contract or pledge assets of the Company other than in the ordinary course of business, consistent with the Company's limited purposes;


make capital expenditures or expenditures for maintenance, except those requested by ATC LLC (as assumed by MGE Energy, Inc., or Madison Gas and Electric Company pursuant to this Agreement).


Records.  Pursuant to sec. 183.0405, Stats., the Managers shall keep the following records:


An alphabetical list of the full name and last known address of each past and present Member and Manager, as well as the date on which the person became a Member or Manager and the date any past member ceased being a Member or Manager.


A copy of the Articles of Organization and all amendments to the articles, together with executed copies of any powers of attorney under which the articles were executed.


Copies of the Company's federal and state income and franchise tax returns for the most recent four years.


Copies of this Agreement and all amendments to this Agreement.


A list of the valuation of Members' contributions as determined under sec. 183.0501(2), Stats.


A list of any agreements under which a Member has agreed to make additional contributions.


A list of all events upon which the Company shall be dissolved and its business wound up.


Copies of the minutes of any meetings of the Members and all informal action resolutions signed by the Members.

Upon reasonable request, the Company shall allow a Member to inspect and copy the above records during ordinary business hours.  Such inspection shall be at the Member's  expense; the Member shall pay all reasonable copying expenses.  The Managers shall provide true and full information of all things affecting the Members to any Member or the legal representative of the Member upon reasonable request of the Member or the legal representative.


Capital Accounts.   The Managers shall maintain a record of the capital account of each Member in accordance with section 4.5 through 4.7 of this Agreement.  The Managers may retain a certified public accountant or other qualified individual to assist in the maintenance of this record.


Tax Matters Partner.  Pursuant to § 6231 of the Internal Revenue Code,  the initial tax  matters partner shall be MGE Energy, Inc.  The tax matters partner shall take such action as may be necessary to cause each other Member to become a notice partner within the meaning of § 6223 of the Code.


Standard of Care.  A Manager shall discharge his or her duties as Manager in good faith, and in a manner he or she reasonably believes to be in the best interest of the Company.  A Manager shall not be liable to the Company or any Members for any breach of such duties, except for the receipt of a financial benefit to which the Manager is not entitled, making or assenting to a distribution to Members in violation of this Agreement, or a loss or damage resulting from a knowing violation of the law.


Indemnification.  The Company shall indemnify the Managers and make advances for expenses to the maximum extent permitted under sec. 183.0403, Stats.  The Company shall indemnify its Members, employees and other agents who are not Members to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by Majority Consent.


Bank Accounts.  The Managers, from time to time, may open bank accounts in the name of the Company and shall be the signatories on the account.


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