Common use of Action by Members Clause in Contracts

Action by Members. All Votes by the Members shall be based upon the Percentage Interests held by each Member. Notwithstanding any other provision of this Agreement, unless otherwise specified below the following actions shall only be taken with the affirmative Vote of Members holding a Super Majority of the Percentage Interests at any annual or special meeting of the Members at which a quorum is present: (a) the admission of new Members and the number of percentage interests issuable to each new Member; (b) the sale, assignment, transfer, pledge, lease, or exchange of all or substantially all of the Cooperative's property and assets, including by merger or consolidation with another entity; (c) the acquisition by purchase, lease or otherwise, of any real or personal property for amounts of $100,000 or more; (d) the borrowing of money for the Cooperative from banks, other lending institutions, Members, or affiliates of the Members in amounts of $100,000 or more, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Cooperative to secure repayment of the borrowed sums; (e) prepayment in whole or in part, refinancing, recasting, increasing, modifying or extending any deed of trust, mortgage or other indebtedness of the Cooperative, and, in connection therewith, to execute any extensions, renewals or modifications of such deeds of trust or mortgages; (f) any amendment of the Certificate; (g) any decision to terminate or dissolve the Cooperative in accordance with Section 11.2(c) (i); (h) the amendment of this Agreement or any schedules attached hereto, except for administrative amendments not materially effecting any Member; (i) the expulsion of a Member or removal of its Representative; (j) the election of Directors and Alternates which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests; (k) the removal of any Director or Alternate which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests; (l) calls by the Cooperative upon the Members for Additional Capital Contributions and the manner, value, and schedule by which those Additional Capital Contributions shall be made; (m) any Vote to override a decision taken by the Board of Directors; and (n) any Vote to call for an Additional Capital Contribution by the Members.

Action by Members. All Votes by the Members shall be based upon the Percentage Interests held by each Member. Notwithstanding any other provision of this Agreement, unless otherwise specified below the following actions shall only be taken with the affirmative Vote of Members holding a Super Majority of the Percentage Interests at any annual or special meeting of the Members at which a quorum is present: (a) the admission of new Members members and the number of percentage interests issuable to each new Membermember; (b) the sale, assignment, transfer, pledge, lease, or exchange of all or substantially all of the Cooperative's property and assets, including by merger or consolidation with another entity; (c) the acquisition by purchase, lease or otherwise, of any real or personal property for amounts of $100,000 or more; (d) the borrowing of money for the Cooperative from banks, other lending institutions, Members, or affiliates of the Members in amounts of $100,000 or more, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Cooperative to secure repayment of the borrowed sums; (e) prepayment in whole or in part, refinancing, recasting, increasing, modifying or extending any deed of trust, mortgage or other indebtedness of the Cooperative, and, in connection therewith, to execute any extensions, renewals or modifications of such deeds of trust or mortgages; (f) any amendment of the Certificate; (g) any decision to terminate or dissolve the Cooperative in accordance with Section 11.2(c) (i)Cooperative; (h) the amendment of this Agreement or any schedules attached hereto, except for administrative amendments not materially effecting any Member; (i) the expulsion of a Member or removal of its Representative; (j) the election of Directors and Alternates which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests; (k) the removal of any Director or Alternate which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests; (l) distribution of retained earnings; (m) calls by the Cooperative upon the Members for Additional Capital Contributions and the manner, value, and schedule by which those Additional Capital Contributions shall be made; (mn) calls for a special meetings of the Members which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests; (o) any Vote to override a decision taken by the Board of Directors; and (np) any Vote to call for an Additional Capital Contribution by the Members.

Action by Members. All Votes by the Members shall be based upon the Percentage Interests held by each Member. Notwithstanding any other provision of this Agreement, unless otherwise specified below the following actions shall only be taken with the affirmative Vote of Members holding a Super Majority of the Percentage Interests at any annual or special meeting of the Members at which a quorum is present: (a) the admission of new Members Membersmembers and the number of percentage interests issuable to each new MemberMembermember; (b) the sale, assignment, transfer, pledge, lease, or exchange of all or substantially all of the Cooperative's property and assets, including by merger or consolidation with another entity; (c) the acquisition by purchase, lease or otherwise, of any real or personal property for amounts of $100,000 or more; (d) the borrowing of money for the Cooperative from banks, other lending institutions, Members, or affiliates of the Members in amounts of $100,000 or more, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Cooperative to secure repayment of the borrowed sums; (e) prepayment in whole or in part, refinancing, recasting, increasing, modifying or extending any deed of trust, mortgage or other indebtedness of the Cooperative, and, in connection therewith, to execute any extensions, renewals or modifications of such deeds of trust or mortgages; (f) any amendment of the Certificate; (g) any decision to terminate or dissolve the Cooperative in accordance with Section 11.2(c) (i)Cooperative; (h) the amendment of this Agreement or any schedules attached hereto, except for administrative amendments not materially effecting any Member; (i) the expulsion of a Member or removal of its Representative; (j) the election of Directors and Alternates which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests; (k) the removal of any Director or Alternate which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests; (l) distribution of retained earnings; (m) calls by the Cooperative upon the Members for Additional Capital Contributions and the manner, value, and schedule by which those Additional Capital Contributions shall be made; (mn) calls for a special meetings of the Members which shall require an affirmative Vote of Members holding a Majority of the Percentage Interests; (o) (n) any Vote to override a decision taken by the Board of Directors; and (np) (o) any Vote to call for an Additional Capital Contribution by the Members.