Meetings and Written Consents of Members. (a) The Company shall provide written notice to all Members of any meeting at which a vote will be held not less than ten (10) nor more than sixty (60) calendar days at prior thereto, which notice shall describe the business to be considered, the actions to be taken and the matters to be voted on at the meeting in reasonable detail. At any meeting of the Members, the presence, in person or by proxy, of Members holding a majority of the votes which could be cast by the holders of all Units entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum, subject in each case to the provisions of Section 5.05 and Section 5.06. Any action permitted or required to be taken by the Members may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of Units having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Units entitled to vote thereon were present and voted. Within five (5) calendar days of taking of action by Members without a meeting by less than unanimous written consent, the Company shall provide written notice of the taking of such action to those Members who have not consented in writing to the taking of such action, which notice shall describe the actions taken in reasonable detail.
(b) In order that the Company may determine the Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or entitled to express consent to Company action in writing without a meeting, or entitled to receive payment of any dividend or other Distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Units or for the purpose of any other lawful action, the Board of Managers may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Managers and which record date:
(i) in the case of determination of Members entitled to notice of or to vote at any meeting of Members or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;
(ii) in the case of determination of Members entitled to express consent to Company action in writing without a meeting, shall not be more than ten (10) days after the da...
Meetings and Written Consents of Members. The following rules shall govern meetings and action by written consent of the Members:
(a) A meeting of the Members shall be held annually for the transaction of such business as may properly come before the Members at such meeting. The annual meeting of the Members shall be held on the third Tuesday in March or at such other time as shall be determined by the vote or written consent of a Majority of the Members, except that no annual meeting need be held if all actions required by this Agreement to be taken at an annual meeting of Members are taken by written consent in lieu of a meeting pursuant to Section 5.4(i).
(b) Any Member may call a meeting of the Members upon at least 10 Business Days’ prior notice to all Members stating the time, place and, briefly, the purpose of the meeting. The place specified in any such notice shall be any place designated by the Members as the location for meetings of the Members or, if no such designation has been made, the principal executive office of the Company. The attendance of a Member at a meeting shall constitute a waiver of objection to lack of notice or defective notice of the meeting, unless the Member objects at the beginning of the meeting to holding the meeting or transacting business at the meeting.
(c) At each meeting of the Members, except as otherwise required by the Act, a Majority of the Members, represented in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum at any meeting of Members, Members holding a majority of the votes so represented may adjourn the meeting for a period not to exceed ten (10) days without further notice. If the adjournment is for more than ten (10) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at such meeting. At a rescheduled meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. The Members present at a meeting at which a quorum initially is present may continue to transact business until adjournment, notwithstanding the withdrawal during the meeting of a Person or Persons holding votes whose absence results in less than a quorum being present.
(d) A waiver of notice by a Member, given either before or after a meeting, shall be equivalent to the giving of notice of the meeting to such M...
