Advance Notice of Member Nominations and Business Sample Clauses

Advance Notice of Member Nominations and Business. (a) Nominations of Persons for election to the Board or proposals of other business which are appropriate matters for Member action under this Agreement and the Act may be properly brought before an annual meeting of the Members: (i) pursuant to Notice of Meeting; (ii) by or at the direction of the Board; or (iii) by any holder of Voting Units who: (A) is entitled to vote at the annual meeting with respect to nominations of Persons for election to the Board or proposals of other business to be considered; (B) has complied with the notice procedures set forth in Section 11.13(b), Section 11.13(c) and Section 11.13(d), as applicable; and (C) is a Record Holder of Voting Units both at the time such notice is delivered to the Secretary of the Company and at the time of the annual meeting. (b) For nominations of Persons for election to the Board or proposals of other business which are appropriate matters for Member action under this Agreement and the Act to be properly brought before an annual meeting by a Member pursuant to Section 11.13(a)(iii), the Member must deliver written notice to the Secretary at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the anniversary of the date of the immediately preceding annual meeting of Members; provided, however, that, in the event no annual meeting was held in the previous year or the annual meeting is set for a date that is more than 30 days before or after the anniversary of the prior year’s annual meeting, the Member must deliver such notice not later than the close of business on the 10th day following the date on which Public Disclosure of the date of the annual meeting is first made. Notwithstanding the foregoing, if there is an increase in the number of directorships and there is no Public Disclosure naming all of the nominees or specifying the size of the increased Board made by the Company at least 100 days prior to the anniversary of the date of the immediately preceding annual meeting of Members, then a Member’s notice required by this Section 11.13(b) shall also be considered timely, but only with respect to nominees for any new directorships created by such increase, if delivered not later than the close of business on the 10th day following the date on which Public Disclosure is first made by the Company. In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a ...