1. RESPONSIBILITIES (the following list is not comprehensive)
a. Act at all times in accordance with the Operating Agreement and any policies and procedures established by the Board of Managers
b. Establish policies and procedures in furtherance of the Operating Agreement
c. Authorize major corporate actions
d. Approve annual budget
e. Set fees
f. Approve public policy positions as they pertain to OneKey MLS and
the real estate industry
g. Approve products and services
h. Meet the goals and activities set forth in the operating agreement
i. Set reserves
j. Manage, conduct, and control the business operations of OneKey MLS
2. CODE OF CONDUCT
You must:
a. Follow the Code of Conduct established in the Operating Agreement
b. Read and understand the Operating Agreement and your duties.
c. Act in Good Faith
d. Act with the care an ordinary prudent person in a like position would exercise under similar circumstances when making business decisions for OneKey MLS (the business judgment rule)
e. Act in a manner you believe is in the best interest of OneKey MLS
f. In discharging your duties, you may rely on reports, information, and financial statements from professionals you believe to be reliable and competent as long as you don’t have actual knowledge that makes the
reliance unwarranted.
g. You owe the following Fiduciary Duties to OneKey MLS:
Duty of Care: to act in honest and in good faith; to stay informed; to attend meetings; to use reasonable care in your decision making (business judgment rule).
ii. Duty of Obedience: to act in furtherance of OneKey MLS’s mission, the governing documents (Operating Agreement), laws, and regulations.
iii. Duty of Accounting: to safeguard and protect OneKey MLS’s assets by adopting proper accounting procedures and controls.
iv. Duty of Loyalty: to have undivided allegiance and duty of faithfulness to OneKey MLS; you must act in Good Faith for the benefit of OneKey MLS and not your own personal interest or gain or those of your constituents.
v. Duty of Confidentiality: you have a duty to identify all conflicts of interest or potential conflicts of interest; you must maintain confidential all matters identified as confidential or those that could affect OneKey MLS’s competitive position (business plans).
LIABILITY AND INSURANCE COVERAGE
a. Failure to follow the Code of Conduct and your Fiduciary Duties can lead to legal liability and exposure.
b. As long as you follow the Code of Conduct and your Fiduciary Duties, act in accordance with the Operating Agreement and make business decisions in accordance to the business judgment rule and corporate law, no liability by reason of being a Manager of OneKey MLS will likely attach to you individually.
c. If a Manager breaches their Fiduciary Duties and Code of Conduct, civil liability could be imposed on the individual Manager.