Fillable Printable Multi Member Llc Operating Agreement Template

Multi Member Llc Operating Agreement Template

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OPERATING AGREEMENT

MA-SHARE, LLC

BACKGROUND AND PREAMBLE

The Massachusetts Health Data Consortium, Inc. (the “MHDC”) is a non-profit

corporation organized and existing under Chapter 180 of the Massachusetts General Laws.

MHDC has qualified and operates as an exempt organization under Section 501(c)(3) of the

Internal Revenue Code of 1986, as amended (collectively, the "Code"). MHDC envisions that

through administrative simplification and secure, appropriate sharing of clinical data:

A consistently safe environment for patients may be created, enabled by readily available,

relevant and accurate information wherever patients are treated; and

A healthcare community operating at a world-class level of efficiency and cost-

effectiveness may be facilitated.

On March 16, 2004, MHDC established MA-SHARE, LLC a Massachusetts single

member limited liability company, (to be known as “MA-SHARE” Simplifying Healthcare

Among Regional Entities) to advance this vision.

Through MA-SHARE, MHDC seeks to promote the inter-organizational exchange of

healthcare data using information technology, standards and administrative simplification, in

order to make accurate clinical health information available wherever needed in an efficient,

cost-effective and safe manner. It is further intended that MA-SHARE shall foster

improvements in community clinical connectivity, allowing appropriate sharing of inter-

organizational healthcare data among the various participants in the healthcare system– including

patients, doctors and other practitioners, hospitals, government, insurers, health maintenance

organizations, and other payors.

MA-SHARE is committed to focus on the following major objectives:

Improving Patient Safety: As patients move among numerous providers and settings to

get their care, information does not always follow them and they are frequently asked to

recount their own clinical profile. Well-meaning healthcare providers make mistakes and

order unnecessary tests because they do not have complete, accurate information about

patients. Promoting the exchange of healthcare data among regional entities will

contribute to improved patient safety.

Promoting Integrated Reporting: Integrating, analyzing and reporting clinical data

provided by multiple healthcare community stakeholders -- clinicians, hospitals and

clinics, public health organizations, benefit managers and payers -- will enhance patient

outcomes, reduce medical errors and provide more effective care.

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Increasing Administrative Efficiency: The costs of operating physician’s offices,

hospitals and clinics have increased substantially over the past twenty years. The

availability of integrated administrative and clinical data from disparate institutions and

entities at the patient’s point of service will result in substantial cost savings and reduce

waste and delays.

MHCD believes that involving users of MA-SHARE’s services in the management of

MA-SHARE will benefit the operation of MA-SHARE as well as assist it in the achievement of

the goals and objectives identified herein. MHDC intends to appoint individuals affiliated with

entities utilizing the services of MA-SHARE to the Board of Managers, and to have these

affiliated Managers make up a majority of the Board.

MA-SHARE shall be utilized to develop, to coordinate, and to operate effective and

efficient health data systems that will meet the health data needs of public and private organizations,

agencies, and individuals. MA-SHARE may apply for, receive, and administer moneys and other

property from the government, philanthropic organizations, and other public and private sources.

MA-SHARE will work to improve the quantity, efficiency, or effectiveness of the local, state, and

national health care delivery systems. MA-SHARE will adhere to national standards where they

exist.

AGREEMENT

WHEREAS, MA-SHARE, LLC (the “LLC”) has been formed as a single member limited

liability company under the Massachusetts Limited Liability Company Act (the “Act”) by the

filing on March 16, 2004 of the Certificate of Organization (the “Certificate”) in the office of the

Secretary of State of the Commonwealth of Massachusetts; and

WHEREAS, the LLC shall have MHDC as its sole member and shall therefore be

required to operate as an exempt organization under Section 501(c)(3) of the Code and within the

purposes of MHDC; and

WHEREAS, the Managers and the Member wish to set out fully their respective rights,

obligations, and duties with respect to the LLC and its business, management, and operations.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and

for other good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged, MHDC, MA-SHARE, LLC., and the Initial Managers (as identified on Schedule

A hereof) for themselves and on behalf of the LLC, hereby agree as follows:

Article I: Definitions.

The following capitalized terms used in this Agreement shall have the respective meanings

ascribed to them below.

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“Act” means the Massachusetts Limited Liability Company Act, in effect at the time of the initial

filing of the Certificate with the office of the Secretary of State of the Commonwealth of

Massachusetts, and as thereafter amended from time to time.

“Affiliate” shall mean, with respect to any specified person or entity, (i) any person or entity that

directly or indirectly controls, is controlled by, or is under common control with such specified

person or entity; (ii) any person or entity that directly or indirectly controls 10 percent or more of

the outstanding equity securities of the specified entity or of which the specified person or entity

is directly or indirectly the owner of 10 percent or more of any class of equity securities; (iii) any

person or entity that is an officer of, director of, manager of, partner in, or trustee of, or serves in

a similar capacity with respect to, the specified person or entity or of which the specified person

or entity is an officer, director, partner, manager or trustee, or with respect to which the specified

person or entity serves in a similar capacity; (iv) the employee of such specified person; or (v)

any person that is a member of the Immediate Family of the specified person.

“Agreement” means this Operating Agreement as it may be amended, supplemented or restated

from time to time.

“Board of Managers” or “Board” means the Board of Managers described in Article VI of this

Agreement.

“Board of Directors”, “MHDC Board of Directors”, or “Board of Directors of MHDC” means

the Board of Directors of Massachusetts Health Data Consortium, Inc.

“Certificate” means the Certificate of Organization creating the LLC, as it may, from time to

time, be amended in accordance with the Act.“

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Consent” means the written consent or approval of the Board of Directors of MHDC.

“Initial Manager” means any individual identified as such on Schedule A of this Agreement.

“LLC” means the limited liability company formed pursuant to the Certificate and this

Agreement, as it may from time to time be constituted and amended.

“Manager” refers to any person named as a Manager in this Agreement and any person who

becomes a Manager, an additional, substitute, or replacement Manager as permitted by this

Agreement, in each such person’s capacity as (and for the period during which such person

serves as) a Manager of the LLC. “Managers” or “Board of Managers” shall refer collectively to

all of such persons in their capacities as (and for the period during which such persons serve as)

Managers of the LLC.

“Massachusetts Health Data Consortium, Inc.” or “MHDC” means the Massachusetts Health

Data Consortium, Inc. a nonprofit corporation organized and existing under Chapter 180 of the

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Massachusetts General Laws and qualified as an exempt organization under section 501(c)(3) of

the Internal Revenue Code.

“MA-SHARE Advisory Committee” or “Committee” means the committee established by the

Board of Managers under Article VIII of this Agreement.

“Member” means the Massachusetts Health Data Consortium, Inc.

“MHDC CEO Manager” means the Chief Executive Officer of MHDC who serves as a Manager

of the LLC.

“MHDC Manager” means the member of the Board of Directors of MHDC (other than the

MHDC CEO) who serves as a Manager of the LLC.

“Percentage Interest” shall be the one hundred percent interest of the Member.

“Transfer” and any grammatical variation thereof shall refer to any sale, exchange, issuance,

redemption, assignment, distribution, encumbrance, hypothecation, gift, pledge, retirement,

resignation, transfer or other withdrawal, disposition or alienation in any way (whether

voluntarily, involuntarily or by operation of law) as to any interest as a Member. Transfer shall

specifically, without limitation of the above, include assignments and distributions resulting from

Bankruptcy, liquidation, and dissolution.

ARTICLE II: General.

2.01 Name of the Limited Liability Company. The name of the limited liability company formed

hereby is MA-SHARE, LLC. The name of the LLC may be changed at any time, or from time to

time, with the approval of the Board of Managers and the Consent of the Member.

2.02 Office of the Limited Liability Company; Agent for Service of Process. The address of the

registered office of the LLC for purposes of Section 5 of the Act is: 460 Totten Pond Road,

Suite 385, Waltham, Massachusetts 02451. The name and address of the resident agent for

service of process for the LLC is: David S. Szabo, Esq, Nutter, McClennen & Fish, LLP, 155

Seaport Blvd., Boston , Massachusetts 02210. With the consent of the Member, the Board of

Managers may establish places of business of the LLC within and without the Commonwealth of

Massachusetts, as and when required by the LLC’s business and in furtherance of its purposes set

forth herein, and may appoint agents for service of process in all jurisdictions in which the LLC

shall conduct business. With the Consent of the Member, the Board of Managers may cause the

LLC to change, from time to time, its resident agent for service of process, or the location of its

registered office in Massachusetts.

2.03 Organization. The Board of Managers shall cause to be filed such certificates and

documents as may be necessary or appropriate to comply with the Act and any other applicable

requirements for the operation of a limited liability company in accordance with the laws of the

Commonwealth of Massachusetts and any other jurisdictions in which the LLC shall conduct

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business, and shall continue to do so for so long as the LLC conducts business therein.

2.04 Member. MHDC shall be the sole member of the LLC. No additional Members may be

admitted to the LLC.

2.05 Designation of Managers. The persons identified on Schedule A hereto as “Initial

Managers” are currently serving as the managers of the LLC. Managers shall be elected by the

Member in accordance with the provisions of Section 6.02, below. Any Manager may withdraw

or be removed as a manager of the LLC and other persons may be added or substituted as

Managers, only in the manner specified in Section 6.02, below.

2.06 No Managers as Members. No Manager shall be a member or hold any interest in the LLC

as a member.

2.07 Liability of Members. The liability of the Member for the losses, debts, liabilities, and

obligations of the LLC shall be limited to the Member’s capital contributions; provided,

however, that under applicable law, the Member may, under certain circumstances, be liable to

the LLC to the extent of previous distributions made to it in the event that the LLC does not have

sufficient assets to discharge its liabilities.

2.08 Notices of Default. No Member or Manager shall be obligated to make any capital

contributions or loans to the LLC, or otherwise supply or make available any funds to the LLC,

even if the failure to do so would result in a default of any of the LLC’s obligations or the loss or

termination of all or any part of the LLC’s assets or business.

ARTICLE III: Powers, Purposes, and Restrictions.

3.01 Character of the LLC’s Business. The general character of the business of the LLC, as set

forth in the Certificate, is to promote the public health by carrying out demonstration projects to

facilitate the electronic exchange of clinical and administrative information among healthcare

organizations, and to carry on any lawful business, trade, purpose, or activity that could be

carried on by the Member.

3.02 Purposes. The LLC was formed as a subsidiary of MHDC to advance the purposes of

MHDC as follows:

(a) to develop, to coordinate, and to operate effective and efficient health data systems that will

meet the health data needs of public and private organizations, agencies, and individuals;

(b) to apply for, to receive, and to administer moneys and other property from the government,

philanthropic organizations, and other public and private sources; and

in any way connected therewith which may improve the quantity, efficiency, or effectiveness of

the local, state, and national health care delivery systems.

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3.03 Powers. Acting within the foregoing purposes and subject to all other provisions of this

Agreement, the LLC is hereby authorized to do as follows:

(a) to enter into, execute, modify, amend, supplement, acknowledge, deliver, perform and

carry out contracts of any kind, including operating agreements of limited liability companies

(whether as a member or manager), joint venture agreements, limited partnership and general

partnership agreements, contracts with Affiliates, and including other contracts establishing

business arrangements or organizations, necessary to, in connection with, or incidental to the

accomplishment of the purposes of the LLC;

(b) to borrow money and issue evidences of indebtedness or guarantees in furtherance of any

or all of the purposes of the LLC, and to secure the same by mortgages, pledges or other liens

on the property of the LLC;

obligations of the LLC;

(d) to enter into or engage in any kind of activity necessary to, in connection with, or

incidental to, the accomplishment of the purposes of the LLC, so long as said activities may

be lawfully carried on or performed by a limited liability company under the laws of the

Commonwealth of Massachusetts; and

(e) to take any other action not prohibited under the Act, other applicable law, or Section 501

3.04 Limitation on Activities and; Use of Funds. If the terms of this section conflict with any terms

or provisions of this Agreement or the Certificate, the terms of this section shall control. The LLC

shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity,

that would invalidate MHDC’s status as both a Chapter 180 Corporation and an exempt

organization described in Section 501 (c) (3) of the Code. The LLC shall be operated exclusively

for charitable, scientific, and educational purposes. No part of the LLC's net earnings may inure to

the benefit of or be distributable to its Managers, Officers, or private persons, except, however, that

the LLC shall be authorized and empowered to pay reasonable compensation for services rendered

and to make payments and distributions in furtherance of its purposes as set forth in this Agreement.

No substantial part of the activities of the LLC may consist of carrying on propaganda, or otherwise

attempting to influence legislation. The LLC may not participate in, or interfere in (including the

publishing or distributing of statements), any political campaign on behalf of any candidate for

public office. The LLC may not engage in any activity that is unlawful under applicable federal,

state, and local law.

MHDC on its own or through the LLC may receive funds or property from time to time

that will be subject to certain terms and conditions that relate to the use and administration of

such funds or property (the “Grant Funds”). The donors of Grant Funds may require these funds

to be administered and expended in accordance with terms and conditions the donor may

establish (the “Donor’s Terms”). The administration, use and expenditure of any Grant Funds

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shall be in accordance with the donor’s terms, if any. The LLC shall abide by any policies or

directives established by MHDC in order to comply with the Donor’s Terms.

ARTICLE IV: Distributions.

4.01 Distribution of LLC Funds. All LLC funds, which the Board of Managers determines to be

available for distribution, shall be distributed to the Member. Except as set forth in an approved

budget or otherwise provided in this Agreement, the Member shall have no right to require the

distribution of LLC funds.

4.02 Distribution Upon Dissolution or Liquidation. Amounts available upon dissolution or

liquidation of the LLC shall be distributed in accordance with Sections 9.03 and 9.04.

4.03 Distribution of Assets in Kind. The Member shall not have the right to require any

distribution of any assets of the LLC in kind. Assets may be distributed in kind only upon the

approval of the Board of Managers.

4.04 Distributions to Cover Member’s Tax Liability. The Board of Managers shall, at a

minimum, distribute to the Member, amounts intended to cover the potential federal, state, or

local tax obligations of such Member on account of the cumulative allocation to it of taxable

income in excess of tax losses pursuant to this Agreement. For purposes of the foregoing, such

federal, state, and local tax obligations of the Member shall be assumed to equal the highest

effective combined federal and state income tax rate applicable to the Member

4.05 Allocation of Net Income or Net Loss. The net Income or net Loss, other items of income,

gains, losses, deductions and credits, and the taxable income, gains, losses, deductions and

credits of the LLC, if any, for each Fiscal Year (or portion thereof) shall be allocated entirely to

the Member.

ARTICLE V: Conflicts of Interest Policy.

Conflict of Interest. No contract or transaction between the LLC and one or more of its

Managers or Officers, or between the LLC and any other organization of which one or more of

its Managers or Officers are directors, managers, trustees or officers, or in which any of them has

any financial or other interest, shall be void or voidable, or in any way affected, solely for this

reason, or solely because the Manager or Officer is present at or participates in the meeting of the

Board of Managers or committee thereof which authorizes, approves or ratifies the contract or

transaction, or solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his relationship or interest and as to the contract or transaction are

disclosed or are known to the Board of Managers or the committee which authorizes,

approves or ratifies the contract or transaction, and the Board of Managers or committee in

good faith authorizes, approves or ratifies the contract or transaction by an affirmative

majority vote of the disinterested Managers even though the disinterested Managers be less

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than a quorum; or

(b) The material facts as to his relationship or interest and as to the contract or transaction are

disclosed or are known to the Member, and the contract or transaction is specifically

authorized, approved or ratified in good faith by vote of the Member or

ratified by the Board of Managers, a committee thereof, or the Member.

Interested Managers may be counted in determining the presence of a quorum at a meeting of the

Board of Managers or of a committee thereof which authorizes, approves or ratifies the contract

or transaction. No Manager or Officer of the LLC shall be liable or accountable to the LLC or to

the Member or creditors or to any person either for any loss to the LLC or to any other person or

for any gains or profits realized by such Manager of Officer, by reason of any contract or

transaction as to which clauses (a), (b), or (c) above are applicable.

Notwithstanding the provisions of this section, no Manager or Officer of the LLC who is also a

state employee shall have any personal financial interest in any contract or transaction of the

LLC.

The Board of Managers may adopt or the Member may require adherence to a more stringent

Conflict of Interest policy than is provided above. Each Manager in executing this Agreement

agrees to this provision and to be bound by and comply with any Conflict of Interest Policy

established for the LLC by either the Board of Managers or the Member.

ARTICLE VI: Management.

6.01 Management of the LLC. The business and affairs of the LLC shall be managed by or under

the direction of a Board of Managers, who may exercise all of the powers of the LLC except as

otherwise provided by law or this Agreement. In the event of a vacancy in the Board of

Managers, the remaining Managers (except as otherwise provided by law) may exercise the

powers of the full Board until the vacancy is filled.

All management and other responsibilities not specifically reserved to the Member in this

Agreement shall be vested in the Board of Managers, and the Member shall have no voting rights

except as specifically provided in this Agreement.

Each Manager shall devote such time to the affairs of the LLC as may be reasonably necessary

for performance by the Manager of his, her or its duties hereunder, provided that such persons

shall not be required to devote full time to such affairs.

Specifically, but not by way of limitation, and subject to the provisions of Section 6.07, the

Board of Managers shall be authorized in the name and on behalf of the LLC, to cause the LLC

to do all things necessary or appropriate to carry on the business and purposes of the LLC,

including, without limitation, the following:

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(i) to acquire by purchase, lease, exchange or otherwise; and to sell, finance, refinance,

encumber and otherwise deal with, any real or personal property;

(ii) to borrow money and issue evidences of indebtedness; or to guarantee loans and to

secure the same by mortgage, deed of trust, pledge or other lien on any assets or property

of the LLC; and to pay, prepay, extend, amend or otherwise modify the terms of any such

borrowings;

(iii) to employ executive, administrative and support personnel in connection with the

business of the LLC; and to pay salaries, expense reimbursement, employee benefits,

fringe benefits, bonuses and any other form of compensation or employee benefit to such

persons and entities, at such times and in such amounts as may be determined by the

Board of Managers in its sole discretion, to provide executive, administrative and support

services in connection with the business of the LLC;

(iv) to hire or employ such agents, employees, managers, accountants, attorneys,

consultants and other persons necessary or appropriate to carry out the business and

operations of the LLC, and to pay reasonable fees, expenses, salaries, wages and other

compensation (including bonuses) to such persons;

(v) to pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or

compromise, on such terms as it may determine and on such evidence as it may deem

sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either

in favor of or against the LLC;

(vi) to establish and maintain reserves for such purposes and in such amounts as it deems

appropriate from time to time;

(vii) to pay all organizational expenses, and general and administrative expenses of the

LLC;

(viii) to deal with, or otherwise engage in business with, or provide services to and

receive compensation therefore from, any person who has provided or may in the future

provide any services to, lend money to, sell property to, or purchase property from the

LLC, including, without limitation, the Member, a Manager, or its Affiliate;

(ix) to engage in any kind of activity, and to perform and carry out contracts of any kind

necessary to, in connection with or incidental to the accomplishment of the purposes of

the LLC;

(x) to pay any and all fees and to make any and all expenditures that the Board of

Managers, in its sole discretion, deems necessary or appropriate in connection with the

organization of the LLC, the management of the affairs of the LLC, and the carrying out

of its obligations and responsibilities under this Agreement, including, without limitation,

fees, reimbursements and expenditures payable to the Member, a Manager, or its

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Affiliate;

(xi) to exercise all powers and authority granted by the Act to managers, except as

otherwise provided in this Agreement;

(xii) to cause the LLC and its properties and assets to be maintained and operated in such

a manner as the Board of Managers may determine, subject, however, to obligations

imposed by applicable laws or by any mortgage or security interest encumbering the LLC

and such properties and assets from time to time, and by any lease, rental agreement or

other agreement pertaining thereto;

(xiii) to cause to be obtained and continued in force all policies of insurance required by

any mortgage, lease or other agreement relating to the LLC’s business or any part thereof,

or determined by the Board of Managers to be in the best interests of the LLC;

(xiv) to cause to be paid any and all taxes, charges and assessments that may be levied,

assessed or imposed on any of the assets of the LLC unless the same are contested by the

LLC; and

(xv) to perform any other act that the Board of Managers may deem necessary,

convenient, or desirable for the LLC or its business.

6.02 Managers.

(a) Number, Election, and Qualification. The number of Managers who shall constitute the whole

Board of Managers shall be determined by resolution of the Member, but in no event shall such

number be less than five (5) nor more than fifteen (15). Subject to the preceding sentence, the

number of Managers may be decreased at any time, and from time to time by the Member, but

only to eliminate vacancies existing by reason of the death, resignation, removal, or expiration of

the term of one or more Managers. The Managers serving shall include the MHDC CEO, and at

least one other MHDC Board of Directors Member who is not an Affiliate of an entity or

organization that contracts with or receives services from the LLC. The Managers shall be

elected by the Member at an annual meeting of the Member. Except for the Manager serving as

the MHDC CEO, no individual shall serve more than two three (3) year terms as a Manager.

The number of members of the Board of Managers is hereby initially fixed at twelve (12), and

the persons identified as “Managers” on Schedule A, hereto, are currently serving as the

Managers (the “Initial Managers”). The expiration of each Initial Manager’s term of office shall

be designated adjacent to their name on Schedule A.

Each person elected to serve as a Manager of the LLC shall sign this Agreement, or a counterpart

hereof or amendment hereto, or other writing pursuant to which such person (i) acknowledges

receipt of a copy of this Agreement, as amended and in effect as of the date of such writing; (ii)

agrees that he or she is a party to and is bound by this Agreement, including the power of

attorney set forth below; (iii) agrees to perform the duties of a Manager hereunder; and (iv)

agrees to execute and deliver such additional agreements, instruments, certificates and

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documents, including, without limitation, an amendment to the Certificate, which may be

necessary, appropriate or convenient to reflect the foregoing matters and the election of such

person as a Manager of the LLC.

Upon the death, resignation, removal or expiration of the term of any Manager (a “Terminated

Manager”), (i) such Terminated Manager shall have no further authority under this Agreement;

(ii) such Terminated Manager shall have no further obligations or rights under this Agreement

(except for liabilities and rights accruing prior to the date of death, resignation, removal or

expiration of his or her term, such as, for example, rights to indemnification under Section 6.10

that relate to actions or omissions occurring during such person’s service as a Manager), and (iii)

no writing or instrument shall be required to be executed by the LLC or the Terminated Manager

to reflect such cessation of service, except that the Terminated Manager (or his or her legal

representative or attorney in fact, as provided in the following paragraph) shall execute and

deliver any agreement, instrument, certificate or document, including an amendment to the

Certificate that may be reasonably required to reflect that the Terminated Manager is no longer a

Manager of the LLC.

Each person now or hereafter serving as a Manager of the LLC, by execution of this Agreement,

an amendment hereto or an instrument acknowledging that such person is bound hereby, hereby

constitutes and appoints each other person who may, from time to time, be serving as a Manager,

and each of them acting singly, such Manager’s agent and attorney in fact for the purpose of

executing and delivering any and all agreements, instruments and other documents (including,

without limitation, an amendment to the Certificate) as are necessary or appropriate to reflect

that he, she or it is no longer a Manager of the LLC following the death, resignation, removal or

expiration of the term of such Manager, which power of attorney is hereby agreed and

acknowledged to be irrevocable, and shall survive the resignation, removal, expiration of the

term, death, dissolution, bankruptcy or incapacity of any Manager until such time as the

withdrawal of such Manager from the LLC has been reflected by all necessary or appropriate

agreements, instruments and other documents.

(b) Enlargement of the Board. Subject to Section 6.02(a), above, the number of Managers may

be increased at any time, and from time to time, by the Member.

Initial Managers shall serve until the expiration of their term as indicated adjacent their name on

Schedule A. At the annual meeting of Members, the Member shall elect a Manager to fill the

position of any Initial Manager whose term is scheduled to expire that year. Except for the Initial

Managers, Managers shall be elected for three (3) year terms. Each Manager shall hold office

for the specified term and until his successor is elected and qualified or until he sooner dies,

resigns, is removed, or becomes disqualified.

(d) Vacancies. Unless and until filled by the Members, any vacancy in the Board of Managers,

however occurring, including a vacancy resulting from an enlargement of the Board, may be

filled by vote of a majority of the Managers then in office, although less than a quorum, or by a

sole remaining Manager. A Manager elected to fill a vacancy shall be elected for the unexpired

term of his or her predecessor in office, and a Manager, chosen to fill a position resulting from an