Common use of Meetings of and Voting by Members Clause in Contracts

Meetings of and Voting by Members. 3.11.1 A meeting of the Members may be called at any time by any Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place approved by the Members. Not less than five (5) nor more than thirty (30) days before each meeting, the Person calling the meeting shall give written notice of the meeting to each Member. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice that is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. A Member may vote either in person or by written proxy signed by the Member or by its duly authorized attorney in fact. 3.11.2 Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of Members holding more than ninety (90%) percent of the aggregate of all Percentage Interests then held by the Members shall be required to approve the matter. 3.11.3 For purposes of this Agreement, all provisions respecting voting according to Percentage Interests held by the Members shall refer only to the Percentage Interests held by the Members in their capacity as Members and not those Percentage Interests held by the Members merely as assignees or transferees, which assignee or transferee Percentage Interests shall be disregarded in determining the Percentage Interests held by the Members. By way of example, if an Interest Holder has a five (5%) percent Percentage Interest in Company as a Member and the Interest Holder has an additional ten (10%) percent Percentage Interest in Company as an assignee who has not been admitted as a substituted Member, then such Member may only vote his five (5%) percent Percentage Interest and the ten (10%) percent Percentage Interest shall not be deemed to be outstanding for purposes of determining the Percentage Interests held by all of the Members. 3.11.4 In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of Members holding more than ninety (90%) percent of the aggregate of all Percentage Interests then held by Members. 3.11.5 Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is the subject of an action, in order to approve or take any action, that consent shall be given in writing. 3.11.6 Any action required to be taken at a meeting of the Members, or any action that may be taken at a meeting of the Members, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting.

Meetings of and Voting by Members. 3.11.1 5.2.1 A meeting of the Members may be called at any time by any Memberthe Managers or by those Members holding at least a majority of the Percentages then held by Members. It shall not be necessary for the Managers to call or to hold regular meetings of the Members. Meetings of the Members shall be held at the Company’s principal place of business or at any other place approved designated by the MembersPerson calling the meeting. Not less than five seven (57) nor more than thirty sixty (3060) days before each meeting, the Person calling the meeting a Manager shall give written notice of the meeting to each MemberMember entitled to vote at the meeting. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if may waive notice, either before or after the meeting the Member signs meeting, by executing a waiver of the such notice that is filed with the records of Members’ meetings, or if such Member is present at the meeting in person or by proxy. At a meeting of Members, the presence in person or by proxy of Members holding Percentages, which aggregate not less than sixty-seven percent (67%), constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or by its his duly authorized attorney in attorney-in-fact. 3.11.2 5.2.2 Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of those Members holding a majority or more than ninety (90%) percent of the aggregate of all Percentage Interests Percentages then held by the Members Member(s) shall be required to approve the matter. 3.11.3 For purposes of this Agreement, all provisions respecting voting according to Percentage Interests held by the Members shall refer only to the Percentage Interests held by the Members in their capacity as Members and not those Percentage Interests held by the Members merely as assignees or transferees, which assignee or transferee Percentage Interests shall be disregarded in determining the Percentage Interests held by the Members. By way of example, if an Interest Holder has a five (5%) percent Percentage Interest in Company as a Member and the Interest Holder has an additional ten (10%) percent Percentage Interest in Company as an assignee who has not been admitted as a substituted Member, then such Member may only vote his five (5%) percent Percentage Interest and the ten (10%) percent Percentage Interest shall not be deemed to be outstanding for purposes of determining the Percentage Interests held by all of the Members. 3.11.4 5.2.3 In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of the Members holding more than ninety (90%) percent a majority of the aggregate Percentages then held. Any such approved action shall be effective immediately. The Company shall give prompt notice to all Members of all Percentage Interests then held any action approved by MembersMembers by less than unanimous consent. 3.11.5 Wherever 5.2.4 The provisions of this Agreement are intended to replace completely the provisions of the Act requires unanimous consentwith respect to all matters concerning a Member’s voting rights, or the consent procedures for meetings of all Members other than the one who is the subject of an action, in order to approve or take any action, that consent shall be given in writing. 3.11.6 Any action required to be taken at a meeting of the Members, or any action that may be taken at a meeting actions by Members without meetings, and the use of the Members, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meetingproxies.

Meetings of and Voting by Members. 3.11.1 1. The company is to have at least four member meetings per year scheduled at the end of each quarter. The agenda and meeting logistics is to be provided at least one week prior. The meeting is to be held in the Houston vicinity. All Members presence is required for the meeting to be held. If after proper notice one of the Member can not attend than the meeting will be rescheduled one time only. Official meeting minutes must be published within 3 working days of the meetings. (a) A meeting of the Members may be called at any time by any Memberwritten request of one or more Members of the Company. Meetings of Members shall be held at the Company’s 's principal place of business or at any other place approved reasonably convenient to all Members designated by the MembersMember calling the meeting. Not less than five ten (510) nor more than thirty ninety (3090) days before each meeting, the Person Member calling the meeting shall give written notice of the meeting to each MemberMember entitled to vote at the meeting. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice that waiver, which is filed with the records of Members’ ' meetings, or is present at the meeting in person or by proxy. Unless this LLC Agreement specifically provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding not less than eighty percent (90%) of the Percentage Interests then held by Members constitutes a quorum and a meeting shall not be convened and no action shall be taken unless a quorum is present. A Member may vote either in person or by written proxy signed by the Member or by its the Member's duly authorized attorney attorney-in-fact. Voting in factrespect of any matter presented for action of the Members shall be in accordance with Members' respective Percentage Interests. 3.11.2 (b) Except as otherwise provided in this LLC Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of Members holding more than ninety eighty percent (90%) percent or more of the aggregate of all Percentage Interests then held by the all Members shall be required to approve the matter. 3.11.3 For purposes of this Agreement, all provisions respecting voting according to Percentage Interests held by the Members shall refer only to the Percentage Interests held by the Members in their capacity as Members and not those Percentage Interests held by the Members merely as assignees or transferees, which assignee or transferee Percentage Interests shall be disregarded in determining the Percentage Interests held by the Members. By way of example, if an Interest Holder has a five (5%) percent Percentage Interest in Company as a Member and the Interest Holder has an additional ten (10%) percent Percentage Interest in Company as an assignee who has not been admitted as a substituted Member, then such Member may only vote his five (5%) percent Percentage Interest and the ten (10%) percent Percentage Interest shall not be deemed to be outstanding for purposes of determining the Percentage Interests held by all of any matter coming before the Members. 3.11.4 In lieu 2. The following items require 90% of holding the members agreement prior to any actions by the board: a. Change in ownership structure of the company. b. Change in allocation of operating costs. c. Change in operating objectives (as described in attachment I). 9 d. Selling of Company Assets e. Starting of a meetingnew Development Project. f. Change in the ownership structure of the company g. Entering into loans (external or from Members) (except of the Manager may call for additional capital, contributions, pro rata from Members, and if any Member fails to contribute within 7 days, the other Members contributing may vote or otherwise take action by loan the money as a written instrument indicating the consent of Members holding more than ninety (90%) percent of the aggregate of all Percentage Interests then held by Memberspriority loan due in full in 90 days. 3.11.5 Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is the subject of an action, in order to approve or take any action, that consent shall be given in writing. 3.11.6 Any action required to be taken at a meeting of the Members, or any action that may be taken at a meeting of the Members, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting.

Meetings of and Voting by Members. 3.11.1 5.2.1 A meeting of the Members may be called at any time by any Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place approved designated by the MembersMember(s) calling the meeting. Not less than five ten (510) nor more than thirty sixty (3060) days before each meeting, the Person Member(s) calling the meeting shall give written notice of the meeting to each MemberMember entitled to vote at the meeting. The notice shall state the time, place, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if may waive such notice, either before or after the meeting the Member signs meeting, by executing a waiver of the such notice that is filed with the records of Members’ meetings, or is present by appearing at and participating in the meeting in person or by proxy. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding Percentages which aggregate to not less than fifty-one percent (51%) of the outstanding Percentage interests shall constitute a quorum. A Member may vote either in person or by written a proxy signed by the Member or by its the Member’s duly authorized attorney in fact. 3.11.2 Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of Members holding more than ninety (90%) percent of the aggregate of all Percentage Interests then held by the Members shall be required to approve the matter. 3.11.3 For purposes of this Agreement, all provisions respecting voting according to Percentage Interests held by the Members shall refer only to the Percentage Interests held by the Members in their capacity as Members and not those Percentage Interests held by the Members merely as assignees or transferees, which assignee or transferee Percentage Interests shall be disregarded in determining the Percentage Interests held by the Members. By way of example, if an Interest Holder has a five (5%) percent Percentage Interest in Company as a Member and the Interest Holder has an additional ten (10%) percent Percentage Interest in Company as an assignee who has not been admitted as a substituted Member, then such Member may only vote his five (5%) percent Percentage Interest and the ten (10%) percent Percentage Interest shall not be deemed to be outstanding for purposes of determining the Percentage Interests held by all of the Members. 3.11.4 5.2.2 In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating consent specifying the action to be taken, which consent shall be executed and delivered to the Company by Members whose combined Percentages constitute not less than the Percentage required for approval of the matter under this Agreement. Any such approved action shall be effective immediately; however, the Company shall give prompt notice to all Members of any action approved by less than unanimous consent. 5.2.3 The following matters shall require the affirmative vote or consent of Members holding more than ninety at least sixty-six and two-thirds percent (90%66⅔%) percent of the aggregate Percentages then outstanding for such action to be carried out by the Company: (a) A call for additional Contributions under Section 3.2.1; (b) Approval of the Transfer of a Membership Interest and admission of an Assignee as a Member; (c) An amendment to the Articles of Organization or this Agreement; (d) A decision to merge the Company with another business entity or sell all Percentage Interests then held by Members.or substantially all of the Company’s assets; 3.11.5 Wherever the Act requires unanimous consent, (e) The admission of additional Members or the consent removal of all Members other than a Member; and (f) Any agreement between the one who is the subject of an action, in order to approve or take Company and any action, that consent shall be given in writingMember. 3.11.6 Any action required to be taken at a meeting of the Members, or any action that may be taken at a meeting of the Members, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting.

Meetings of and Voting by Members. 3.11.1 5.2.1. A meeting of the Members may be called at any time by any Member. Meetings of Members shall be held at the Company’s 's principal place of business or at any other place approved in New York, New York designated by the MembersPerson calling the meeting. Not less than five ten (510) nor more than thirty sixty (3060) days before each meeting, the Person calling the meeting shall give written notice of the meeting to each MemberMember entitled to vote at the meeting. The notice shall state the timeplace, placedate, hour, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice that which is filed with the records of Members’ ' meetings, or is present at the meeting in person or by proxyproxy without objecting to the lack of notice. Unless this Agreement provides otherwise, at a meeting of Members, the presence (over 50 percent) of the Percentages then held by Members constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or by its the Member's duly authorized attorney in fact. 3.11.2 5.2.2. Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of Members holding a majority (over 50 percent) or more than ninety (90%) percent of the aggregate of all Percentage Interests Percentages then held by the Members shall be required to approve the matter. 3.11.3 For purposes of this Agreement, all provisions respecting voting according to Percentage Interests held by the Members shall refer only to the Percentage Interests held by the Members in their capacity as Members and not those Percentage Interests held by the Members merely as assignees or transferees, which assignee or transferee Percentage Interests shall be disregarded in determining the Percentage Interests held by the Members. By way of example, if an Interest Holder has a five (5%) percent Percentage Interest in Company as a Member and the Interest Holder has an additional ten (10%) percent Percentage Interest in Company as an assignee who has not been admitted as a substituted Member, then such Member may only vote his five (5%) percent Percentage Interest and the ten (10%) percent Percentage Interest shall not be deemed to be outstanding for purposes of determining the Percentage Interests held by all of any matter coming before the Members. 3.11.4 5.2.3. In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of Members holding more than ninety (90%) percent of the aggregate of all Percentage Interests such Percentages then held by Members. 3.11.5 Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is the subject of an action, in order as would be required for Members to approve or take any action, that action under this operating agreement. No written consent shall be effective to take such action unless within sixty (60) days of the earliest dated consent delivered in accordance with the Law, signed consents sufficient to take such action have been likewise delivered. If such consent is not unanimous, prompt notice shall be given to those Members who have not consented in writing. 3.11.6 Any writing but who would have been entitled to vote thereon had such action required to be been taken at a meeting of the Members, or any action that may be taken at a meeting of the Members, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting.