Common use of Action by Meetings Clause in Contracts

Action by Meetings. (i) All meetings of the Members shall be held at the principal office of the Company or at such other place within or without the State of Colorado as may be determined by the Board in accordance with this Article VI and set forth in the notice or waiver of notice of such meeting. All Members shall be entitled to attend meetings of the Members. (ii) The annual meeting of the Members shall be held at such time and date as shall be designated by the Chairman, from time to time, and stated in the notice of the meeting. The “Chairman” shall be elected by majority vote of the Members and shall continue in such capacity until a successor is elected; provided that the Chairman may be removed and replaced at any time, with or without cause, by majority vote of the Members. Until otherwise designated, Xxxxxxx XxXxxx shall serve as Chairman. Such annual meeting shall be called in the same manner as provided in this Agreement for special meetings of the Members, except that the purposes of such meeting need be enumerated in the notice of such meeting only to the extent required by Law in the case of annual meetings. (iii) Special meetings of the Members may be called by the Chairman, the Managers (by vote of a majority) or any Member holding at least ten percent (10%) of the then outstanding Voting Units. Members who own only Non-voting Units or who own less than ten percent (10%) of the then outstanding Voting Units shall not be entitled to call a meeting of the Members. Non-voting Units will not be counted for purposes of determining the ten percent (10%) requirement. Business transacted at all special meetings shall be confined to the purposes stated in the notice of such meeting. (iv) Written or printed notice stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the person calling the meeting, to each Member. If delivered personally, such notice shall be deemed to be delivered when actually delivered to the recipient, and, if mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the transfer records of the Company, with postage prepaid. (v) Members holding a majority of the outstanding Voting Units of the Company at the time of the meeting shall constitute a quorum for the purpose of conducting business at the meetings of the Members, except as otherwise provided by Law or the Articles. Once a quorum is present at the meeting of the Members, the subsequent withdrawal from the meeting of any Member prior to adjournment or the refusal of any Member to vote shall not affect the presence of a quorum at the meeting. If, however, such quorum shall not be present at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the requisite amount of Units shall be present or represented. Except for any matter for which the affirmative vote of the holders of a specified portion of the Units entitled to vote is specifically required by the Act, the Articles or this Agreement, at any meeting of the Members at which a quorum is present, the vote of the Members owning Voting Units entitled to cast a majority of the votes entitled to be cast by all Voting Units represented at the meeting (in person or by proxy) shall be the act of the Members. Members may vote or appear at a meeting of the Members either in person or by written proxy held by and appointing another Member as proxy, provided that the Member holding the proxy is present in person or by telephone. For avoidance of doubt, except as otherwise specifically provided in this Agreement or required by the Act, only Members holding Voting Units shall be entitled to vote on or consent to any item requiring the vote or consent of the Members, and such Members shall be entitled to vote and/or consent only with respect to the Voting Units held by such Members and not with respect to any Non-voting Units held by such Members. (vi) The Chairman shall make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting, or any adjournment of such meeting, arranged in alphabetical order, with the address of, and the Units held by each, Member, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any Member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection of any Member during the whole time of the meeting. However, failure to comply with the requirements of this clause (vi) shall not affect the validity of any action taken at such meeting. (vii) The Company shall be entitled to treat the holder of record of any Units as the holder in fact of such Units for all purposes, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Units on the part of any other person, whether or not it shall have express or other notice of such claim or interest, except as expressly provided by this Agreement or the laws of the State of Colorado.

Action by Meetings. (i) All meetings of the Members Board shall be held at the principal office of the Company or at such other place within or without outside of the State of Colorado as may be determined by the Board in accordance with this Article VI V and set forth in the respective notice or waiver of notice of such meeting. All Members shall be entitled to attend meetings of the Members. (ii) The annual meeting of the Members Board shall be held at such time and date as shall be designated by immediately following the Chairman, from time to time, and stated in the notice of the meeting. The “Chairman” shall be elected by majority vote annual meeting of the Members and shall continue as set forth in such capacity until a successor is elected; provided that the Chairman may be removed and replaced at any time, with or without cause, by majority vote of the Members. Until otherwise designated, Xxxxxxx XxXxxx shall serve as ChairmanArticle VI. Such annual meeting of the Board shall be called conducted in the same manner as provided in this Agreement for special meetings of the MembersBoard, except that the purposes of such annual meeting need be enumerated in the notice of such meeting only to the extent required by Law in the case of annual meetings. (iii) Special meetings of the Members Board may be called by any Manager upon at least five (5) business days (if the Chairman, the Managers (by vote of a majoritymeeting is to be held in person) or any Member holding at least ten percent three (10%3) business days (if the meeting is to be held by conference, telephone or similar communications) oral or written notice to the Managers, or upon such shorter notice as may be approved by all of the then outstanding Voting UnitsManagers. Members who own only Non-voting Units Any Manager may waive such notice as to himself or who own less than ten percent (10%) herself. A record shall be maintained of the then outstanding Voting Units shall not be entitled to call a each meeting of the Members. Non-voting Units will not be counted for purposes of determining the ten percent (10%) requirementBoard. Business transacted at all special meetings shall be confined to the purposes stated in the notice of such meeting. (iv) Any meeting of the Board may be held in person and/or by means of a conference, telephone or similar communication equipment by means of which all Managers and other persons participating in the meeting can hear each other, and such telephone or similar participation in a meeting shall constitute presence in person at the meeting. (v) Written or printed notice stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than ten five (10) nor more than sixty (605) days before the date of the meetingmeeting (except as otherwise provided in clause (iii) above), either personally and may be given telephonically, via facsimile, personally, by mail, by commercial delivery service or by electronic mail, by or at the direction of the person calling the meeting, to each MemberManager and the Board Observer. If delivered personallygiven by a means other than United States mail, such notice shall will be effective only upon receipt by the Manager to whom given during normal business hours on a business day, unless actually received by the Manager during a time other than normal business hours on a business day or on a day other than a business day, in which case notice will be deemed to be delivered when actually delivered to given as of the recipient, and, if mailedstart of the next business day. If sent by United States mail, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member Manager at his or her last known address as it appears on the transfer records of the Company, with postage prepaid. If given telephonically, a confirmation of the telephone call shall be delivered via mail, facsimile or electronic mail at the last address, facsimile number or electronic mail address shown in the records of the Company for the Manager being notified. Attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. (vvi) Members holding a A majority of the outstanding Voting Units of the Company at the time of the meeting Managers shall constitute a quorum for the purpose conduct of conducting business at the meetings a meeting of the MembersBoard, except as otherwise provided by Law or and a majority of the Articlesmembers of any committee of the Board shall constitute a quorum for the conduct of business at a meeting of such committee. Once a quorum is present at the meeting of the MembersBoard or a committee thereof, the subsequent withdrawal from the meeting of any Member Manager or committee member, as applicable, prior to adjournment adjournment, or the refusal of any Member Manager or committee member, as applicable to vote vote, shall not affect the presence of a quorum at the meeting. If, however, such quorum shall not be present at any meeting of the MembersBoard or committee thereof, the Members entitled to vote Managers or committee members, as applicable, at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders requisite number of the requisite amount of Units Managers or committee members shall be present or represented. Except for any matter for which the affirmative vote of the holders of a specified portion of the Units entitled to vote is specifically required by the Act, the Articles or this Agreement, at present. (vii) At any meeting of the Members Board or a committee thereof at which a quorum is present, the affirmative vote of the Members owning Voting Units entitled to cast a majority of the votes entitled to be cast by all Voting Units represented at the meeting (in person Managers or by proxy) committee members, as applicable, shall be the act of the MembersBoard or committee, unless the vote of a greater number is required by this Agreement. Members For purposes of voting of the Board or a committee thereof on each matter to be brought before the Board or such committee for a vote, each Manager or committee member, as applicable, shall have one (1) vote. In the event of a Stalemate, the provisions of Section 5.3 shall apply to resolve the Stalemate. (viii) Minutes of all meetings of the Board and each committee thereof shall be kept and distributed to each Manager and the Board Observer as soon as reasonably practicable following each meeting. If no objection is raised in writing following receipt of minutes or in any event at the next meeting of the Board or committee, as applicable, then such minutes shall be deemed to be accurate and shall be binding on the Managers or members of the committee, as applicable, and the Company with respect to the matters dealt with therein. (ix) Any Manager or the Member who elected such Manager may vote or appear designate in writing an individual to act as the temporary substitute for such Manager at any meeting of the Board which such Manager is unable to attend, and attendance at any meeting of the Board by any such designated individual shall be deemed to constitute attendance at such meeting by the Manager for whom such individual is designated. Any such designated individual who attends a meeting of the Members either in person or by written proxy held by and appointing another Member Board as proxy, provided a temporary substitute as aforesaid shall have all the powers that the Member holding the proxy is present absent Manager has in person or by telephone. For avoidance respect of doubt, except as otherwise specifically provided in this Agreement or required by the Act, only Members holding Voting Units shall be entitled to vote on or consent to any item requiring the vote or consent of the Members, and such Members shall be entitled to vote and/or consent only with respect to the Voting Units held by such Members and not with respect to any Non-voting Units held by such Members. (vi) The Chairman shall make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting, or any adjournment of such meeting, arranged in alphabetical order, with the address of, and the Units held by each, Member, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any Member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the that meeting and shall any matters to be subject to inspection of any Member during the whole time of the meeting. However, failure to comply with the requirements of this clause (vi) shall not affect the validity of any action taken acted upon at such meeting. (vii) The Company shall be entitled to treat the holder of record of any Units as the holder in fact of such Units for all purposes, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Units on the part of any other person, whether or not it shall have express or other notice of such claim or interest, except as expressly provided by this Agreement or the laws of the State of Colorado.

Action by Meetings. (i) All meetings of the Members Board shall be held at the principal office of the Company or at such other place within or without the State of Colorado as may be determined by the Board Managers, in accordance with this Article VI V, and set forth in the respective notice or waiver waivers of notice of such meeting. All Members shall be entitled to attend meetings of the Members. (ii) The annual meeting of the Members Board shall be held at such time and date as shall be designated by immediately following the Chairman, from time to time, and stated in the notice of the meeting. The “Chairman” shall be elected by majority vote annual meeting of the Members and shall continue as set forth in such capacity until a successor is elected; provided that the Chairman may be removed and replaced at any time, with or without cause, by majority vote of the Members. Until otherwise designated, Xxxxxxx XxXxxx shall serve as ChairmanArticle VI. Such annual meeting shall be called conducted in the same manner as provided in this Agreement for special meetings of the MembersBoard, except that the purposes of such meeting need be enumerated in the notice of such meeting only to the extent required by Law law in the case of annual meetings. (iii) Special meetings of the Members Board may be called by any Manager upon at least five business days (if the Chairman, the Managers (by vote of a majoritymeeting is to be held in person) or any Member holding at least ten percent three business days (10%if the meeting is to be held by conference, telephone or similar communications) oral or written notice to the Managers, or upon such shorter notice as may be approved by all of the then outstanding Voting UnitsManagers. Members who own only Non-voting Units Any Manager may waive such notice as to himself or who own less than ten percent (10%) herself. A record shall be maintained of the then outstanding Voting Units shall not be entitled to call a each meeting of the Members. Non-voting Units will not be counted for purposes of determining the ten percent (10%) requirementBoard. Business transacted at all special meetings shall be confined to the purposes stated in the notice notice. (iv) Any meeting of the Board may be held in person and by means of a conference, telephone or similar communication equipment by means of which all Managers and other persons participating in the meeting can hear each other, and such telephone or similar participation in a meeting shall constitute presence in person at the meeting. (ivv) Written or printed notice stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than ten five (10) nor more than sixty (605) days before the date of the meetingmeeting (except as otherwise provided in (iii) above), either personally and may be given telephonically, via facsimile, personally, by mail, by commercial delivery service or by electronic mail, by or at the direction of the person calling the meeting, to each MemberManager. If delivered personallygiven by a means other than United States Mail, such notice shall will be effective only upon receipt by the Manager to whom given during normal business hours on a business day unless actually received by the Manager during a time other than normal business hours on a business day or on a day other than a business day, in which case notice will be deemed to be delivered when actually delivered to given as of the recipient, and, if start of the next business day. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member Manager at his last known address as it appears on the transfer records of the Company, with postage prepaid. (v) Members holding . If given telephonically, a majority confirmation of the outstanding Voting Units telephone call shall be delivered via mail, facsimile or email at the last address, facsimile number or email address shown in the records of the Company for the Manager being notified. Attendance of a Manager at the time of the any meeting shall constitute a quorum waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of conducting objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. (vi) A majority of the Managers shall constitute a quorum at the meetings of the Members, except as otherwise provided by Law or the ArticlesBoard. Once a quorum is present at the meeting of the MembersBoard, the subsequent withdrawal from the meeting of any Member Manager prior to adjournment adjournment, or the refusal of any Member Manager to vote shall not affect the presence of a quorum at the meeting. If, however, such quorum shall not be present at any meeting of the MembersBoard, the Members entitled to vote Managers at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders requisite number of the requisite amount of Units Managers shall be present or represented. Except for any matter for which the affirmative vote of the holders of a specified portion of the Units entitled to vote is specifically required by the Act, the Articles or this Agreement, at present. (vii) At any meeting of the Members Board at which a quorum is present, the affirmative vote of the Members owning Voting Units entitled to cast a majority of the votes entitled to be cast by all Voting Units represented at the meeting (in person or by proxy) Managers shall be the act of the MembersBoard, unless the vote of a greater number is required by this Agreement. Members For purposes of voting of the Board on each matter to be brought before the Board for a vote, each Manager shall have one vote. In the event of a Stalemate, the provisions of Section 5.1(d) shall apply to resolve the Stalemate. (viii) Minutes of all meetings of the Board shall be kept and distributed to each Manager as soon as reasonably practicable following each meeting. If no objection is raised in writing following receipt of minutes or in any event at the next meeting of the Board of Managers, then such minutes shall be deemed to be accurate and shall be binding on the Managers and the Company with respect to the matters dealt with therein. (ix) Any Manager or the Member who elected such Manager may vote or appear designate in writing an individual to act as the temporary substitute for such Manager at any meeting of the Board which such Manager is unable to attend, and attendance at any meeting of the Board by any such designated individual shall be deemed to constitute attendance at such meeting by the Manager for whom such individual is designated. Any such designated individual who attends a meeting of the Members either in person or by written proxy held by and appointing another Member Board as proxy, provided a temporary substitute as aforesaid shall have all the powers that the Member holding the proxy is present absent Manager has in person or by telephone. For avoidance respect of doubt, except as otherwise specifically provided in this Agreement or required by the Act, only Members holding Voting Units shall be entitled to vote on or consent to any item requiring the vote or consent of the Members, and such Members shall be entitled to vote and/or consent only with respect to the Voting Units held by such Members and not with respect to any Non-voting Units held by such Members. (vi) The Chairman shall make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting, or any adjournment of such meeting, arranged in alphabetical order, with the address of, and the Units held by each, Member, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any Member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the that meeting and shall any matters to be subject to inspection of any Member during the whole time of the meeting. However, failure to comply with the requirements of this clause (vi) shall not affect the validity of any action taken acted upon at such meeting. (vii) The Company shall be entitled to treat the holder of record of any Units as the holder in fact of such Units for all purposes, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Units on the part of any other person, whether or not it shall have express or other notice of such claim or interest, except as expressly provided by this Agreement or the laws of the State of Colorado.