(c) meetings of the management committee may be held at any place within or without the state of _________(state) that has been designated in the notice of the meeting or at such place as may be approved by the management committee. managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all managers participating in such meeting can hear one another. participation in a meeting in such manner constitutes a presence in person at such meeting. 7.3 duties. the managers shall carry out their duties in good faith, in a manner the managers believe to be in the best interests of the company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. a manager who so performs its duties shall not have any liability by reason of being or having been a manager of the company.
7.4 time devoted to business. the members and the managers shall devote such time to the business of the company as they, in their discretion, deem necessary for the efficient carrying on of the company's business. the members and the managers shall at all times be free to engage for their own account in any business that competes with any business of the company.
7.5 reliance by third parties. no third party dealing with the company shall be required to ascertain whether any manager is acting in accordance with the provisions of this agreement. all third parties may rely on a document executed by a manager (or an officer duly authorized by the management committee to execute such document) as binding the company. the foregoing provisions shall not apply to third parties who are affiliates of a member, the managers, or an officer of the company. a manager or officer acting without authority shall be liable to the members for any damages arising out of its unauthorized actions.
7.6 resignation. any manager may be removed at any time with or without cause by the member who appointed such manager. any manager may resign at any time by giving written notice to the members. unless otherwise specified in the notice, the resignation shall take effect upon receipt by the members, and the acceptance of the resignation shall not be necessary to make it effective. upon the resignation, retirement, death or removal of any manager, the member who appointed such manager will nominate and appoint a replacement manager.
7.7 transactions between company and managers. the members hereby acknowledge that the company may be required to borrow funds from any manager or such manager's affiliates, from time to time and at any time, in connection with the business of the company. each manager is hereby authorized, without further approval by the members, to execute all documents and take all action necessary to consummate any loans, secured and/or unsecured by the assets of the company, to the company by such manager or an affiliate of such manager, on terms and conditions that are acceptable to such manager and consistent with the provisions of section 3.4. in addition, each manager is hereby authorized to contract and deal with the company, or cause any person or entity affiliated with such manager to otherwise contract or deal with the company, provided such contracts and dealings either are on terms comparable to and competitive with those available to the company from others dealing at arm's length or are approved by disinterested members having more than 50% of the sharing ratios of all disinterested members.