董事会授权书翻译-中英对照
6.11节 无商业机会责任
作为一个成员或者董事会成员（或者其它的附属机构）的身份，A类成员或者任何他们的分支机构都没有任何责任向公司提出商业机会或者避免从商业机会中取得任何个人利益，不论这种机会是否属于在 2.4节中所描述的公司的目的。在本6.11节中没有任何内容被认为是授权任何人员来阻止公司争取任何该个人正在凭借个人能力所追寻的商业机会。除了前述内容以外，A类成员和他们的附属机构可以从事并且在其它任何以及所有类型的商业投资上拥有利益，无论是单独的还是和其它方一起，包括公司的竞争对手，而对公司或者其它任何成员以及他们的附属机构没有任何提供参与或者分享该投资中的结果或者收益的责任。本节6.11的条款由一个协议组成，该协议可以修改或者消除法案的18-1101节条款中规定的信托义务。
6.12节 授权
每个成员据此不能撤回的构成并且任命每个成员为可以全权代替的董事会成员，每个由其真实的并且有法律效力的律师和代理人，以他的名字，地位和利益的名义来布置、处理、确认，如果必要的话，来提出或者记录。
（a）在法案或者任何其它特拉华州的法律，或者根据任何政府当局对于公司或者董事会的管辖权要求下，任何公司可能被要求提出的认证或者其它证书或者修改书，都被认为是应该被给出，包括但是不限于，本协议以及任何修改的协议或者取消的认证。
（b）任何董事会认为是合适或者必要来授予资格或者继续公司作为有限公司的资格的认证或者其它文书（包括可能被法律或者其它司法管辖所要求的带有改变的本协议的副本）和修改书。
（c）任何招致公司的解散和终止的证书或其它文书，要求根据第十条规定执行;
（d）任何证书或本协议所必要的任何修正案，以反映任何其它变化的文件，要求根据本节6.12或根据本协议中包含的授权书的权力执行。
条款 6.13 争端和僵局
（c）无论是存在的僵局，或待解决的僵局，按照6.13条款规定的决议程序运作，以限制或免除其正在进行的职责和义务，或者按照协议规定，相关法律规定或类似规定，限制或免除任何会员的任何权利或权益。
（d）根据第3.5（a）条款的第一条规定，6.13条款规定既不是用来解决僵局，也不是要修改第12.5条规定的内容。
Section 8.1 Tax Returns
The Company shall prepare or timely file or cause to be prepared and timely filed all necessary federal and state income tax returns for the Company. Promptly after filing such returns, the Company shall furnish to each Member all Company information necessary in the preparation of the Members' income tax returns. Each Member shall furnish to the Company all pertinent information in its possession relating to Company operations that is necessary to enable the Company's income tax returns to be prepared and filed.
Section 8.2 Tax Elections
All tax decisions shall be made by the tax matters Member; provided, however, the tax matters Member shall cause the Company to make an election under Section 754 of the Code at the request of any Class A Member. In addition, it is the intent of the Members that the Company be treated as a partnership for federal income tax purposes and, to the extent permitted by applicable law, for state and local franchise and income tax purposes. Neither the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter I of subtitle A of the Code or any similar provisions of applicable state or local law, and no provision of this Agreement shall be construed to sanction or approve such an election.
Section 8.3 Tax Matters Member
Diamond Castle Holdings, LLC shall be the "tax matters partner" of the Company within the meaning of Section 6231(aX7) of the Code (herein referred to as "tax matters Member"), The tax matters Member shall take such action as may be necessary to cause each other Member to become a "notice Member" within the meaning of Section 6231(a)(8) of the Code. The tax matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as tax matters Member by giving notice thereof on or before the tenth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity. The tax matters Member may not take any action contemplated by Sections 6222 through 6231 of the Code without the consent of the Class A Members, but this sentence does not authorize the tax matters Member to take any action left to the determination of an individual Class A Member under Sections 6222 through 6231 of the Code; provided, however, that the tax matters Member shall not consent to an extension of the statute of limitations for a Company taxable year without the consent of the Board of Managers. The tax matters Member shall be entitled to reimbursement from the Company for any reasonable expenses incurred in connection with, or related to, the performance of its obligations under this Section 8.3.
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ARTICLE IX
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
Section 9,1 Maintenance of Books
The books of account for the Company shall be located at the principal office of the Company or such other place as the Board of Managers may deem appropriate, and shall be maintained on an accrual basis in accordance with the terms of this Agreement, except that the capital accounts of the Members shall be maintained in accordance with Section 4.6. The calendar year shall be the accounting year of the Company.
Section 9.2 Reports
The Company shall cause to be prepared and delivered to the Board of Managers the following: (a) audited annual financial statements within ninety (90) days of the fiscal year end for which such audited financial statements were prepared; (b) unaudited quarterly financial statements within sixty (60) days of the fiscal quarter end for which such unaudited financial statements were prepared; (c) unaudited monthly operating and financial reports in a form approved by the Board of Managers within thirty (30) days of the fiscal month end for which such unaudited operating and financial reports were prepared; (d) annual Budgets, with periodic updates; (e) notices of material events; and (f) other information reasonably required by the Board of Managers.
Section 9.3 Bank Accounts
The Board of Managers shall cause the Company to establish and maintain one or more separate bank and investment accounts for Company funds in the Company name with such financial institutions and firms as the Board of Managers may select and designate signatories thereon. The Board of Managers may not commingle the Company's funds with other funds of any other Person.
ARTICLE X
DISSOLUTION, LIQUIDATION AND TERMINATION
Section 10.1 Dissolution
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Except as provided in Section 10.3 hereof, the Company shall dissolve and its affairs shall be wound up upon the first to occur of any of the following:
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