Common use of Meetings and Quorum Clause in Contracts

Meetings and Quorum. (a) Meetings of the Members for any purpose may be called by the Board of Managers, and shall be called by the Board of Managers upon receipt of a request in writing signed by any Member. Such request shall state the purpose or purposes of the proposed meeting and the business to be transacted. Such meetings shall be held at a location specified by the Board of Managers. Notice of any such meeting shall be delivered to all Members entitled to vote at such meeting in the manner prescribed in Section 12.02 of this Agreement within ten (10) days after receipt of such request and no fewer than fifteen (15) days or more than ninety (90) days before the date of such meeting. The notice shall state the place, date, hour and purpose of the meeting. Notwithstanding the forgoing provisions, each Member who is entitled to notice waives notice/ objections to the place, date, hour and purpose of the meeting if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members' meetings, or participates in the meeting in person or by proxy other than for the sole purpose of objecting to the notice. At each meeting the Members present or represented by proxy shall adopt such rules for the conduct of such meetings as they shall deem appropriate. A list of names and addresses of all Members shall be maintained as part of the books and records of the Company. (b) The presence in person or by proxy of the Required Vote of the Members shall constitute a quorum at all meetings; provided, however, that if there be no such quorum, Members (or their proxies) owning more than fifty percent (50%) of the Member Percentages of the Members present as such meeting may adjourn the meeting from time to time without further notice until a quorum shall be obtained. (c) Each Member may authorize any Person(s) to act for it by proxy in all matters in which a Member is entitled to participate. Every proxy must be signed by the Member or its attorney-in-fact. Unless a proxy is expressly stated to be irrevocable, is coupled with an interest and is approved, in writing, by the Manager, every proxy shall be deemed to be revocable and shall no longer be valid after the expiration of six (6) months from the date thereof. Every revocable proxy shall be recoverable and rescindable (if rescinded prior to any vote) by the Member executing it.

Meetings and Quorum. (a) Meetings of the Members board of directors may be held either in or outside of Delaware. A quorum shall be one-third the then authorized total number of directors, but not less than two directors. A director will be considered present at a meeting, even though not physically present, to the extent and in the manner authorized by the laws of Delaware. The board of directors elected at any annual stockholders' meeting shall, at the close of that meeting without further notice if a quorum of directors be then present or as soon thereafter as may be convenient, hold a meeting for the election of officers and the transaction of any purpose other business. At such meeting they shall elect a president, a secretary and a treasurer, and such other officers as they may deem proper, none of whom except the chairman of the board, if elected, need be members of the board of directors. The board of directors may from time to time provide for the holding of regular meetings with or without notice and may fix the times and places at which such meetings are to be held. Meetings other than regular meetings may be called at any time by the president or the chairman of the board and must be called by the Board president or by the secretary or an assistant secretary upon the request of Managersany director. Notice of each meeting, and other than a regular meeting (unless required by the board of directors), shall be called given to each director by mailing the Board same to each director at his residence or business address at least two days before the meeting or by delivering the same to him personally or by telephone or telegraph to him at least one day before the meeting unless, in case of Managers upon receipt of a request in writing signed by any Member. Such request shall state exigency, the purpose or purposes chairman of the proposed meeting and board, the business president or secretary shall prescribe a shorter notice to be transacted. Such meetings shall be held given personally or by telephone, telegraph, cable or wireless to all or any one or more of the directors at a location specified by the Board their respective residences or places of Managersbusiness. Notice of any such meeting shall be delivered to all Members entitled to vote at such meeting in state the manner prescribed in Section 12.02 of this Agreement within ten (10) days after receipt of such request time and no fewer than fifteen (15) days or more than ninety (90) days before the date place of such meeting. The notice shall , but need not state the placepurpose thereof unless otherwise required by the laws of Delaware, datethe certificate of incorporation, hour and purpose of the meeting. Notwithstanding the forgoing provisions, each Member who is entitled to notice waives notice/ objections to the place, date, hour and purpose of the meeting if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members' meetingsBy-Laws, or participates in the meeting in person or by proxy other than for the sole purpose board of objecting to the notice. At each meeting the Members present or represented by proxy shall adopt such rules for the conduct of such meetings as they shall deem appropriate. A list of names and addresses of all Members shall be maintained as part of the books and records of the Companydirectors. (b) The presence in person or by proxy of the Required Vote of the Members shall constitute a quorum at all meetings; provided, however, that if there be no such quorum, Members (or their proxies) owning more than fifty percent (50%) of the Member Percentages of the Members present as such meeting may adjourn the meeting from time to time without further notice until a quorum shall be obtained. (c) Each Member may authorize any Person(s) to act for it by proxy in all matters in which a Member is entitled to participate. Every proxy must be signed by the Member or its attorney-in-fact. Unless a proxy is expressly stated to be irrevocable, is coupled with an interest and is approved, in writing, by the Manager, every proxy shall be deemed to be revocable and shall no longer be valid after the expiration of six (6) months from the date thereof. Every revocable proxy shall be recoverable and rescindable (if rescinded prior to any vote) by the Member executing it.

Meetings and Quorum. (a) Meetings of the Members for any purpose Board may be called by held either in or outside of the State of Delaware. Subject to the terms of the Certificate of Incorporation, a quorum shall be a majority of the directors then in office, but not less than two directors unless a Board of Managers, and one director is authorized under the DGCL in which event one director shall constitute a quorum. A director will be called by the Board of Managers upon receipt of a request in writing signed by any Member. Such request shall state the purpose or purposes of the proposed meeting and the business to be transacted. Such meetings shall be held considered present at a location specified by meeting, even though not physically present, to the Board of Managers. Notice of any such meeting shall be delivered to all Members entitled to vote at such meeting extent and in the manner prescribed in Section 12.02 of this Agreement within ten (10) days after receipt of such request and no fewer than fifteen (15) days or more than ninety (90) days before authorized by the date of such meetingDGCL. The notice shall state the place, date, hour and purpose If a quorum is not present at any meeting of the meeting. Notwithstanding Board, then the forgoing provisions, each Member who is entitled to notice waives notice/ objections to the place, date, hour and purpose of the meeting if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members' meetings, or participates in the meeting in person or by proxy other than for the sole purpose of objecting to the notice. At each meeting the Members directors present or represented by proxy shall adopt such rules for the conduct of such meetings as they shall deem appropriate. A list of names and addresses of all Members shall be maintained as part of the books and records of the Company. (b) The presence in person or by proxy of the Required Vote of the Members shall constitute a quorum at all meetings; provided, however, that if there be no such quorum, Members (or their proxies) owning more than fifty percent (50%) of the Member Percentages of the Members present as such meeting thereat may adjourn the meeting from time to time time, without notice other than announcement at the meeting, until a quorum is present. The Board elected at any annual stockholders’ meeting shall, at the close of that meeting and without further notice until if a quorum of directors be then present, or as soon thereafter as may be convenient, hold a meeting for the election of officers and the transaction of any other business. Subject to the terms of the Certificate of Incorporation, at such meeting the Board shall elect a chief executive officer, a president, a secretary and a treasurer, and such other officers as it may deem proper, none of which except the chairman of the Board, if elected, need be members of the Board. The Board may from time to time provide for the holding of regular meetings with or without notice and may fix the times and places at which such meetings are to be held. Meetings other than regular meetings may be called at any time by the chief executive officer or by the secretary or an assistant secretary upon the written request of any director. Notice of each meeting, other than a regular meeting (unless required by the Board), shall be obtained. (c) Each Member may authorize given to each director by mailing the same to each director at his residence or business address at least two days before the meeting or by delivering the same to him personally or by telephone or telegraph at least one day before the meeting unless, in case of exigency, the chairman of the Board, the chief executive officer or the secretary shall prescribe a shorter notice to be given personally or by telephone, telegraph, cable or wireless to all or any Person(s) to act for it by proxy in all matters in which a Member is entitled to participateone or more of the directors at their respective residences or places of business. Every proxy must be signed Notice of any meeting shall state the time and place of such meeting, and need not state the purposes thereof unless otherwise required by the Member DGCL, the Certificate of Incorporation, these By-Laws, or its attorney-in-fact. Unless a proxy is expressly stated to be irrevocable, is coupled with an interest and is approved, in writing, by the Manager, every proxy shall be deemed to be revocable and shall no longer be valid after the expiration of six (6) months from the date thereof. Every revocable proxy shall be recoverable and rescindable (if rescinded prior to any vote) by the Member executing itBoard.