Common use of Cumulative Voting for Managers and Removal of Managers Clause in Contracts

Cumulative Voting for Managers and Removal of Managers. 2.3.6.1 A Unit Holder shall be entitled to cumulate votes either by giving one candidate for the office of Manager a number of votes equal to the number of Managers to be elected by that class of Unit Holders multiplied by the number of votes to which that Unit Holder’s Units or Preferred Units are normally entitled, or by distributing the Unit Holder’s votes on the same principle among as many candidates as the Unit Holder thinks fit, providing the Unit Holder has given notice at least ten (10) days prior to the voting of the Unit Holder’s intention to cumulate the Unit Holder’s votes. If any one Unit Holder has given such a notice, then every Unit Holder entitled to vote may cumulate votes for candidates in nomination. 2.3.6.2 The candidates receiving the highest number of affirmative votes, up to the number of Managers to be elected, shall be elected. Votes against any candidate and votes withheld shall have no legal effect. 2.3.6.3 Cumulative voting shall not be required or allowed for any other matter voted upon by the Unit Holders other than the election or removal of Managers. 2.3.6.4 Managers may only be removed by the Members and the Board of Managers as set forth in Section 3.11 of the Bylaws, provided further that a Manager may not be removed by the Members, if the votes against the Manager’s removal would be sufficient to elect such Manager if such votes were voted cumulatively at a meeting where all Managers in that Manager’s group of Managers were being elected. 2.3.6.5 Managers may not be elected by written consent and, instead, may be elected only by a vote at a meeting of Members, except that pursuant to Section 3.2.3, the Board of Managers may fill a vacancy by written consent.