Common use of Meetings and Actions Clause in Contracts

Meetings and Actions. (i) The Board of Representatives shall meet (1) at least once each Fiscal Quarter at the principal offices of the LLC or at such other place as may be agreed upon from time to time by the Board of Representatives (unless such meeting shall be waived by all of the Representatives); (2) at such other times as may be determined by the Board of Representatives; (3) upon the request of at least two Representatives upon ten (10) days' notice to all Representatives; or (4) in accordance with Section 8.1, following a failure by the Board of Representatives to adopt or reject a proposal for action presented to it. Meetings may be held by telephone if at least one Representative appointed by each Member so consents. The Board of Representatives shall cause written minutes to be prepared of all actions taken by the Board of Representatives and shall cause a copy thereof to be delivered to each Representative within fifteen (15) days thereof. (ii) No action may be taken at a meeting of the Board of Representatives unless a quorum consisting of at least one Representative appointed by each member is present. (iii) Each Representative shall be entitled to cast one vote with respect to any decision made by the Board of Representatives, except with respect to a determination to seek indemnification pursuant to Section 7.5 hereof, in which event a Representative seeking indemnification hereunder shall have no vote with respect to his indemnification. Any action to be taken by the Board of Representatives shall require at least three affirmative votes. Approval or action by the Board of Representatives shall constitute approval or action by the LLC and shall be binding on the Members. A Representative may grant a proxy entitling the other Representative appointed by the same Member to exercise his voting rights. Such proxy shall be in writing and shall specify a termination date. The Representatives appointed by the other Member shall be entitled to inspect the proxy on demand. (iv) Any action to be taken by the Board of Representatives may be taken without a meeting if consents in writing setting forth the action so taken are signed by at least three Representatives.

Meetings and Actions. (i) The Board of Representatives Managers shall meet (1w) at least once each Fiscal Quarter a month in the first three month period after the Effective Date and thereafter at least once every three months, at the principal offices of the LLC Company or at such other place as may be agreed upon from time to time by the Board of Representatives Managers (unless such meeting shall be waived by all of the RepresentativesManagers); (2x) at such other times as may be determined by the unanimous agreement of the Board of RepresentativesManagers; (3y) upon the request of at least two Representatives Managers upon ten (10) days' ’ notice to all RepresentativesManagers; or (4z) in accordance with Section 8.1, following a failure by the Board of Representatives to adopt or reject a proposal for action presented to it8.01. Meetings may be held by telephone if at least one Representative appointed by each Member two Managers so consents. The Board of Representatives shall cause request upon five (5) days’ written minutes notice to be prepared of all actions taken by the Board of Representatives and shall cause Managers, with a copy thereof to be delivered to each Representative within fifteen (15) days thereofMember. (ii) No action may be taken at a meeting of the Board of Representatives Managers unless a quorum consisting of at least one Representative Manager appointed by each member Member is present. (iii) Each Representative Manager shall be entitled to cast one vote with respect to any decision made by the Board of RepresentativesManagers, except with respect to a determination to seek indemnification pursuant to Section 7.5 7.05 hereof, in which event a Representative Manager seeking indemnification hereunder shall have no vote with respect to his indemnification. Any action to be taken by the Board of Representatives Managers shall require at least three affirmative votes, except that (a) any determination to grant indemnification to a Manager pursuant to Section 7.05 hereof shall only require two (2) affirmative votes, and (b) any action to be taken by the Board of Managers in connection with any dispute between the Company and one of the Members or any of its Affiliates (the “Member Dispute”) shall only require the affirmative vote of one of the Managers appointed by the other Member; provided that, prior to calling a meeting of the Managers to consider such Member Dispute, the parties shall attempt in good faith to resolve the Member Dispute promptly by negotiation between the chief executive officers of each Member, but if such Member Dispute has not been resolved by negotiation between the chief executive officers of each Member within forty-five (45) days of delivery of notice from the Member proposing the action to the other Member or if the Member’s chief executive officers fail to meet within twenty (20) days of delivery of such notice, then a meeting of the Board of Managers to take such action against a Member may be called, but shall not happen without 10 days prior written notice to each of the Managers (the “Meeting Notice”). Approval or action by the Board of Representatives Managers shall constitute approval or action by the LLC Company and shall be binding on the Members. A Representative Manager may grant a proxy entitling the other Representative Manager appointed by the same Member to exercise his voting rights. Such proxy shall be in writing and shall specify a termination date. The Representatives Managers appointed by the other Member shall be entitled to inspect the proxy on demand. In the event that the pursuit of an action to resolve a Member Dispute is approved only by Managers appointed by the Member proposing to pursue such action (the “Acting Member”), the Acting Member shall be responsible for paying the Company’s expenses and fees to pursue a resolution of such Member Dispute, provided that if the Company is successful in obtaining a final judgment or order resolving such Member Dispute in favor of the Company, the non-Acting Member shall reimburse such Acting Member for all direct expenses and fees incurred by such Acting Member in connection with the pursuit of such action. (iv) Any action to be taken by the Board of Representatives Managers may be taken without a meeting if consents in writing setting forth the action so taken are signed by at least three RepresentativesManagers. (v) Unless otherwise agreed upon by three or more of the Managers, at each meeting of the Board of Managers, the Production Manager and Controller shall report to the Board of Managers regarding the activities, strategies and plans of the Company and any other items about which a Manager requests information or a report.

Meetings and Actions. (i) The Board of Representatives Managers shall meet (1w) at least once each Fiscal Quarter at the principal offices of the LLC or at such other place as may be agreed upon from time to time by the Board of Representatives Managers (unless such meeting shall be waived by all of the RepresentativesManagers); (2x) at such other times as may be determined by the Board of RepresentativesManagers; (3y) upon the request of at least two Representatives Managers or the President upon ten (10) days' notice to all RepresentativesManagers; or (4z) in accordance with Section 8.18.01, following a failure by the Board of Representatives Managers to adopt or reject a proposal for action presented to it. Meetings may be held by telephone if at least one Representative Manager appointed by each Member so consents. The Board of Representatives Managers shall cause written minutes to be prepared of all actions taken by the Board of Representatives Managers and shall cause a copy thereof to be delivered to each Representative Manager within fifteen (15) days thereof. (ii) No action may be taken at a meeting of the Board of Representatives Managers unless a quorum consisting of at least one Representative Manager appointed by each member is present. (iii) Each Representative Manager shall be entitled to cast one vote with respect to any decision made by the Board of RepresentativesManagers, except with respect to a determination to seek indemnification pursuant to Section 7.5 7.05 hereof, in which event a Representative Manager seeking indemnification hereunder shall have no vote with respect to his indemnification. Any action to be taken by the Board of Representatives Managers shall require at least three affirmative votes, except that any determination to grant indemnification to a Manager pursuant to Section 7.05 hereof shall only require two (2) affirmative votes. Approval or action by the Board of Representatives Managers shall constitute con approval or action by the LLC and shall be binding on the Members. A Representative Manager may grant a proxy entitling the other Representative Manager appointed by the same Member to exercise his voting rights. Such proxy shall be in writing and shall specify a termination date. da The Representatives Managers appointed by the other Member shall be entitled to inspect the proxy on demand. (iv) Any action to be taken by the Board of Representatives Managers may be taken without a meeting if consents in writing setting forth the action so taken are signed by at least three RepresentativesManagers.

Meetings and Actions. (i) The Board of Representatives Directors shall meet (1A) at least once each Fiscal Quarter (unless such meeting shall be waived by all of the Directors) at the principal offices of the LLC or LLC, at such other place as may be agreed upon from time to time by the Board of Representatives (unless Directors or by telephone, such meeting shall be waived by to take place upon at least ten (10) days’ prior written notice to all of Directors from the Representatives)President; (2B) at such other times as may be determined by unanimous agreement of the Board of RepresentativesDirectors; or (3C) upon the request of at least two Representatives (2) Directors or the President and upon at least ten (10) days' ’ prior written notice to all Representatives; or (4) in accordance with Section 8.1, following a failure by the Board of Representatives to adopt or reject a proposal for action presented to itDirectors from such requesting Persons. Meetings may be held by telephone if at least one Representative appointed by each Member so consentstelephone. The Board of Representatives Directors shall cause written minutes to be prepared of all actions taken by the Board of Representatives Directors and shall cause a copy thereof to be delivered to each Representative Director within fifteen (15) days thereof. Written notice to a Director shall be deemed to have been given if delivered to the Member that appointed such Director. (ii) No action may be taken at a meeting of the Board of Representatives Directors unless a quorum consisting of at least two (2) of the Masland Directors and one Representative appointed by each member is (1) of the Xxxxx Directors, or two (2) of the Xxxxx Directors and one (1) of the Masland Directors, are present. (iii) Each Representative Director shall be entitled to cast one (1) vote with respect to any decision made by the Board of RepresentativesDirectors, except with respect to a determination to seek indemnification pursuant to Section 7.5 7.05 hereof, in which event a Representative Director seeking indemnification hereunder shall have no vote with respect to his indemnification. Any action to be taken by the Board of Representatives Directors shall require affirmative votes from a Majority of the Directors present, including at least three one (1) Masland Director and one (1) Xxxxx Director, except those actions described in subparagraph (d) which require affirmative votesvote of the Members. The foregoing notwithstanding, any determination to grant indemnification to a Director pursuant to Section 7.05 hereof shall only require affirmative votes of the Directors appointed by the Member who did not appoint the Director to be indemnified. Approval or action by the Board of Representatives Directors shall constitute approval or action by the LLC and shall be binding on the MembersLLC. A Representative Director may grant a proxy entitling the other Representative another Director appointed by the same Member to exercise his voting rights. Such proxy shall be in writing and shall specify a termination date. The Representatives Directors appointed by the other Member shall be entitled to inspect the proxy on demand. (iv) Any action to be taken by the Board of Representatives Directors may be taken without a meeting if consents in writing setting forth the action so taken are signed by the number of Directors required to make a quorum and by the number of Directors required to approve actions at least three Representativesa meeting. (v) A Chairman chosen from among the Board of Directors will preside at any meeting of the Board of Directors. The Chairmanship role will rotate as between the Masland Directors and the Xxxxx Directors on a yearly basis, with the first Chairman chosen as between the Masland Directors and the Xxxxx Directors on the date of organization of the LLC by a coin toss, and the next Chairman being chosen on the first anniversary of such date of organization.