Page 43 - New Empire Affinitas Life Senior Housing Division

Any vacancy occurring for any reason in the number of Managers of the Company shall be filled
by the affirmative vote of a Majority of Members. In the event of the substantial incapacity of
the Manager, as determined by a Majority of Members, an interim successor may be named until
a permanent Manager can be selected, but the post will be temporary until such time when the
Manager returns to service or, if required, until a permanent successor is selected and voted into the
position of Manager.

6.12 - Compensation of Manager. The Manager shall receive such compensation as shall be
determined by the Company compensation committee as ratified and approved by a Majority of
Members. Upon the submission of appropriate documentation, a Manager or Member shall be
reimbursed by the Company for reasonable out-of-pocket expenses incurred by such Manager or
Member on behalf of the Company or at the Company’s request.
6.13. Right to Rely on Manager.
a) Any Person dealing with the Company may rely (without duty of further inquiry) upon a
certificate signed by the Manager as to:
i. The identity of any Member or the Manager;
ii. The existence or nonexistence of any fact or facts which constitute a condition precedent
to acts on behalf of the Company or which are in any other manner germane to the affairs of the
Company;
iii. The Persons who are authorized to execute and deliver any instrument or document of the
Company; or
iv. Any act or failure to act by the Company or any other matter whatsoever involving the
Company or any Member.

ARTICLE VII

RESERVES

7.1. Reserves.
The Company will establish such reserves as the Manager deems to be necessary or advisable for the
conduct of the Company’s business utilizing Generally accepted accounting principles.

ARTICLE VIII

BOOKS, RECORDS, REPORTS AND ACCOUNTING

8.1. Books and Records, Audits and Reports.
a) The Company will keep just and true books of account with respect to the operations of the
Company. Such books and records will be maintained at the principal office of the Company set

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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