Common use of Conduct of a Meeting; Member Lists Clause in Contracts

Conduct of a Meeting; Member Lists. (a) The Board of Directors may adopt by resolution such rules and regulations for the conduct of any meeting of the Members as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the Members shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to Members of record of the Company, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants. (b) The chairman of any meeting of Members shall have the power and duty to determine all matters relating to the conduct of the meeting, including determining whether any nomination or item of business has been properly brought before the meeting in accordance with this Agreement (including whether the Member or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group that solicited) or did not so solicit, as the case may be, proxies in support of such Member’s nominee or proposal in compliance with such Member’s representation), and if the chairman should so determine and declare that any nomination or item of business has not been properly brought before a meeting of Members, then such business shall not be transacted or considered at such meeting and such nomination shall be disregarded. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of Members shall not be required to be held in accordance with the rules of parliamentary procedure. (c) A complete list of Members entitled to vote at any meeting of Members, arranged in alphabetical order for each class or series of Shares and showing the address of each such Member and the number of Outstanding Voting Shares registered in the name of such Member, shall be open to the examination of any Member, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days before the meeting, at the principal place of business of the Company. The Member list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Member who is present.

Conduct of a Meeting; Member Lists. (a) The Board of Directors shall have full power and authority concerning the manner of conducting any meeting of the Members, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of this Article XIV, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Board of Directors may adopt by resolution make such other rules and regulations for consistent with applicable Law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Members as it shall deem appropriateMembers, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies and other evidence of the right to vote. Except to the extent inconsistent with such the rules and regulations as adopted by the Board of Directors, the chairman of any the meeting of the Members shall have the right and authority to convene and recess and/or adjourn (whether or not a quorum is present and for any reason or no reason) the meeting, to prescribe such rules, regulations regulations, and procedures procedures, and to do all such acts as, in the judgment of such chairmanthe chairman of the meeting, are appropriate for the proper conduct of the meetingmeeting and safety of those in attendance. All minutes shall be kept with the records of the Company maintained by the Board of Directors. Such rules, regulations regulations, or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: include (i) the establishment of an agenda or order of business for the meeting; (ii) regulating the determination opening and closing of when the polls shall open for balloting and close for any given matter matters that are to be voted on at the meetingby ballot; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to Members of record of entitled to vote at the Companymeeting, their duly authorized and constituted proxies or such other persons Persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants. ; and (bvii) The chairman restrictions on the use of any meeting of Members shall have the power and duty to determine all matters relating to the conduct of photographic or audio or video recording devices (including cellular phones) at the meeting, including determining whether any nomination or item of business has been properly brought before the meeting in accordance with this Agreement (including whether the Member or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group that solicited) or did not so solicit, as the case may be, proxies in support of such Member’s nominee or proposal in compliance with such Member’s representation), and if the chairman should so determine and declare that any nomination or item of business has not been properly brought before a meeting of Members, then such business shall not be transacted or considered at such meeting and such nomination shall be disregarded. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of Members shall are not be required to be held in accordance with the rules of parliamentary procedure. (cb) A No later than the tenth day before each meeting of Members, a complete list of Members entitled to vote at any meeting of Members, arranged in alphabetical order for each class or series of Shares and showing the address of each such Member and the number of Outstanding Voting Shares registered in the name of such MemberShares, shall be open to the examination of any Member, for any purpose germane to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours, for a period of at least 10 days before the meeting, hours at the principal place of business of the Company. The Member In the event that the Company determines to make the list available on an electronic network, the Company shall also be produced and kept at the time and place take reasonable steps to ensure that such information is available only to Members of the meeting during the whole time thereof, and may be inspected by any Member who is presentCompany.