Board of Managers Meetings; Emergency Meetings. Meetings of the Board of Managers may be called by any two Managers. All meetings will be held upon four days’ notice by mail or 48 hours’ notice delivered personally or by telephone, electronic mail or facsimile (with confirmation of delivery) to each Manager. Notwithstanding the foregoing, a Manager may call an emergency meeting of the Board of Managers upon 24 hours’ notice delivered personally or by telephone, electronic mail or facsimile (with confirmation of delivery) if such Manager believes in good-faith that such meeting is necessary to preserve a Company right or to avoid a material Company liability or material adverse consequence to the Company. A notice must specify the purpose of any meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to such Manager (prior to its commencement). All such waivers, consents and approvals will be filed with the Company records or made a part of the minutes of the meeting. Meetings of the Board of Managers may be held at any place as may be approved by the Board of Managers. The presence in person or by proxy of Managers entitled to cast a majority of the votes entitled to be cast by all Managers then in office will constitute a quorum; provided, that the presence of at least one of the Managers designated to the Board of Managers by the Purchasers pursuant to Section 5.2.1(a) shall be required to constitute a quorum for any meeting of the Board of Managers. If a quorum is not established at any meeting of the Board of Managers, the Managers present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. Managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting.
