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

Meetings of and Voting by Members. 5.2.1 A meeting of the Members may be called at any time by the Management Committee or by those Members holding at least a majority in interest of the Members. Meetings of Members shall be held at the Company's principal place of business or at any other place in Ventura or Los Angeles County, California, designated by the Person or Persons calling the meeting. Not less than ten (10) nor more than sixty (60) days before each meeting, the Person or Persons calling the meeting shall give written notice of the meeting to each Member 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 may waive notice, either before or after the meeting, by executing a waiver of such notice, or by appearing at and participating, in person or by proxy in the meeting. 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%) constitutes a quorum. A Member may vote either in person or by written proxy signed by the Member or by the Member's duly authorized Attorney-in-Fact. 5.2.2 Except as otherwise provided in this Agreement, the affirmative vote of Members holding a majority of the aggregate Percentages present at the meeting in person and by proxy shall be required to approve any matter coming before the Members. 5.2.3 In lieu of holding a meeting, the Members may take action by written consents specifying the action to be taken, which consents must be executed and delivered to the Company by Members whose combined voting power constitutes not less than majority of the aggregate Percentages of all Members. Any such approved action shall be effective immediately. The Company shall give prompt notice to all Members of any action approved by Members by less than unanimous consent.

Meetings of and Voting by Members. 5.2.1 5.2.1. A meeting of the Members may be called at any time by the Management Committee or by those Members holding at least a majority Majority in interest Interest of the Members. Meetings of Members shall be held at the Company's principal place of business or at any other place in Ventura or Los Angeles County, California, designated by the Person or Persons calling the meeting. Not less than ten (10) nor more than sixty (60) days before each meeting, the Person or Persons calling the meeting shall give written notice of the meeting to each Member entitled to vote 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 may waive notice, either before or after the meeting, by executing a waiver of such notice, or by appearing at and participating, in person or by proxy in the meeting. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy Proxy of Members holding Percentages which aggregate to not less than the greater of fifty-one percent (51%) or the minimum percentage required by law, constitutes a quorum. A Member may vote Vote either in person or by written proxy Proxy signed by the Member or by the Member's duly authorized Attorney-in-Factattorney in fact; but no Member may designate another as his Proxy except another Member, except for any Member that is a trust, may designate a trustee of the trust as its Proxy, any Corporate Member may designate an officer of that Corporate Member, and any membership, limited liability company, limited liability membership or association may designate a Member or Member (as appropriate) as its Proxy. 5.2.2 5.2.2. Except as otherwise provided in this Agreement, the affirmative vote Vote of Members holding a majority of the aggregate Percentages present at the meeting in person and by proxy shall be required to approve any matter coming before the Members. 5.2.3 5.2.3. In lieu of holding a meeting, the Members may take action by written consents specifying the action to be taken, which consents must be executed and delivered to the Company by Members whose combined voting power Voting Power constitutes not less than majority the greater of 50% of the aggregate Percentages total Voting Power of all MembersMembers or the minimum percentage required by applicable law. Any such approved action shall be effective immediately. The Company shall give prompt notice to all Members of any action approved by Members by less than unanimous consent. 5.2.4. Notwithstanding any other provision of this Agreement to the contrary, the following matters shall require the Vote or consent of the percentage interest of Members indicated after each such item for such action to be approved by the Members: (a) A decision to continue the business of the Company after dissolution of the Company (100%); (b) Approval of the transfer of a Membership Interest and admission of an Assignee as a Member (100%); (c) An amendment to the Articles of Organization or this Agreement (100 %);