Common use of Meetings; Deadlocked Vote; Action without Meeting Clause in Contracts

Meetings; Deadlocked Vote; Action without Meeting. (a) A meeting of the Members shall be held in each calendar year, at such time and on such date as the Members may determine. If the annual meeting is not called and held within six months after the designated time, any Member may call the meeting at any time thereafter. (b) A quorum of Members holding a majority of the outstanding Units shall be required to commence any meeting of the Members. Once a quorum has been established for any meeting, any action requiring the consent, approval or vote of Members at such meeting thereof may be taken only with the consent, approval or vote of a majority of the outstanding Units represented at the meeting. (c) One or more Members may participate in any meeting of the Member by means of conference telephone or similar communications equipment by which all Persons participating in the meeting can hear each other. (d) In the event that any matter brought to a vote of the Members results in a deadlock, the matter shall be brought before the Chief Executive Officer, who shall issue the deciding vote on the matter. The right to such deciding vote of the Chief Executive Officer shall be granted irrespective of whether such Chief Executive Officer is also a Member of the Company; provided, however, that if the matter before the Members directly relates to the compensation or authority of the Chief Executive Officer, then in such event the Members shall mutually select an independent third party to render such deciding vote. (e) Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto in writing (executed personally or by proxy) shall be signed by all of the Members who would be entitled to vote at a meeting for such purpose.