6.3 integration with section 754 election. all items of income, gain, loss, deduction and credit recognized by the company for federal income tax purposes and allocated to the members in accordance with the provisions hereof and all basis allocations to the members shall be determined without regard to any election under section 754 of the code that may be made by the company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account the adjustments permitted by sections 734 and 743 of the code.
article 7
management
7.1 management committee.
(a) management of the company shall be vested in a management committee (the 'management committee'). the management committee shall consist of six members (each, a 'manager'), three of whom shall be appointed by aaa, three of whom shall be appointed by bbb. the management committee shall have the exclusive power and authority to conduct the business of the company. in conducting the business of the company, the management committee shall have all rights, duties and powers conferred by the act, except as limited hereby. the management committee is hereby expressly authorized on behalf of the company to make all decisions with respect to the company's business and to take all actions necessary to carry out such decisions. no actions shall be taken, nor any decisions made, by any manager or officer of the company without the prior approval of, or pursuant to an express delegation of authority by, the management committee. the act of the majority of the members of the management committee shall be the act of the management committee. notwithstanding the foregoing, all documents executed on behalf of the company need only be signed by a manager or by an officer of the company who has been given the power and authority to do so by the management committee.
(b) the management committee shall appoint an individual to serve as the chief executive officer of the company. in addition, the management committee shall have the right to delegate all or portions of its management authority to one or more officers of the company. any officer may be removed or its authority withdrawn at any time by the management committee.
7.2 management committee meetings.
(a) the management committee will hold regular quarterly meetings without call or notice at such time as will from time to time be fixed by standing resolution of the management committee.
(b) special meetings of the management committee may be called by any two managers. all meetings will be held upon 10 days' notice by mail or 72 hours' notice delivered personally or by telephone or facsimile. a notice need not specify the purpose of any meeting. notice of a special meeting need not be given to any manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such manager. all such waivers, consents and approvals will be filed with the company records or made a part of the minutes of the meeting.