Common use of Meetings of the Board of Managers Clause in Contracts

Meetings of the Board of Managers. Meetings of the board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall be held at the principal place of business of the Company or at such other place as may be designated in the notice or waivers of notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any action required to be taken at a meeting of the board of managers, or any other action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other.

Meetings of the Board of Managers. Meetings Regular meetings of the board Board of managers Managers may be held at such place, within or without the State of Delaware, as shall from time to time be determined by the Board of Managers. Special meetings of the Board of Managers may be called by or at the request of (i) any Darling Manager, (ii) any Valero Manager or (iii) the President and in any event shall be held quarterly or called by the President upon the written request of at such other time as the board of managers may determine by vote of least a majority of the managersManagers. Meetings Notice of each such meeting shall be mailed to each Manager, addressed to such Manager at his or her residence or usual place of business, at least two Business Days before the date on which the meeting is to be held, or shall be sent to such Manager at such place by telecopier or other form of electronic transmittal customarily used for communication between the Company and such Manager that permits retention of an electronic copy of such notice and verification of receipt, or delivered personally, not later than two Business Days (or, in the case of meetings held by telephone, one Business Day) before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and, in the case of a special meeting, the purposes thereof. A written waiver of notice, signed by the Manager or Managers entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. (i) Unless otherwise required by Applicable Law or this Agreement, the presence in person or by proxy of Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled) shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Managers present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of Managers, a quorum being present, all matters shall be decided by the affirmative vote of the Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled), except as otherwise required by Applicable Law or by this Agreement. If a quorum does not exist solely due to the refusal or unwillingness of any Darling Manager or Valero Manager to be present at the principal place applicable meeting and such meeting is adjourned until a later date, then following the failure of business any of such Member’s designated Managers to appear at such adjourned meeting the other Member may thereafter initiate the deadlock procedures set forth in Section 5.8. (ii) Any Manager or any member of a committee of the Company or Board of Managers who is present at such other place as may a meeting shall be designated in the notice or waivers of conclusively presumed to have waived notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of except when such meeting, except where a manager Manager or member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate Such Manager or the Act, member shall be conclusively presumed to have assented to any action required to taken unless his or her dissent shall be taken at a meeting entered in the minutes of the board of managers, meeting or any other unless his or her written dissent to such action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of State the Company immediately after the adjournment of the State meeting. Such right to dissent shall not apply to any such Manager or member who voted in favor of Delaware or with anyone else. Any manager such action. (iii) Members of the Board of Managers and any committee thereof may participate in and act at any meeting of Managers or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in the meeting pursuant to this Section 6.1(d) shall constitute presence in person at the meeting. (iv) Unless otherwise restricted by this Agreement or the Delaware Act, any action required or permitted to be taken at any meeting of the Board of Managers, or of any committee thereof, may be taken without a meeting if the entire Board of Managers or committee thereof, as the case may be, consents thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Managers or such committee. (v) Each Manager entitled to vote at a meeting of the Board of Managers or any committee thereof or to express consent or dissent to any action in writing without a meeting may authorize another person to act for such Manager by written proxy executed by such Manager and setting forth the date of execution, but no such proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period. At each meeting of the Board of Managers or any committee thereof, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the Secretary or a person designated by the Secretary, and no votes may be submitted under a proxy that has been found to be invalid or irregular after the Manager giving such proxy has had a reasonable opportunity to cure any defect. (vi) The minutes of each meeting of the Board of Managers or any committee thereof shall include the names of all persons present and any determination made by the Managers thereat. The minutes of each such meeting shall be deemed to be correct as and when approved by the applicable Managers. The minutes of each meeting shall be voted upon for approval by the Managers no later than at the next succeeding meeting; provided that only the Managers who were present at the meeting to which such minutes relate shall be entitled to vote on the approval or correction thereof.

Meetings of the Board of Managers. (a) Meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time and at such place in the United States of America as the Board of Managers may designate. Meetings of the board Board of managers Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual meeting of the Board of Managers shall be sent to each Manager forthwith after being passed, and no other notice shall be required for any such annual meeting. (d) Special meetings of the Board of Managers shall be held quarterly on the call of any one Manager upon at least two days' written notice to each other Manager, or at upon such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall be held at the principal place of business of the Company or at such other place shorter notice as may be designated in approved by all the Managers. Any Manager may waive such notice as to himself or waivers herself. (e) Attendance of notice of such meeting as determined by the board of managers. Notice of a Manager at any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting Managers shall constitute a waiver of notice of such meeting, except where a manager Manager attends a meeting for the express purpose of objecting to the transaction of any business because on the ground that the meeting is not lawfully called or convened. Unless specifically prohibited Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meeting. (f) A majority of the number of Managers must be present to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present at any meeting of the Board of Managers, then the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (g) Any material matter that is to be voted on, consented to or approved by the Certificate or the Act, any action required to Board of Managers shall be taken at a meeting meeting. The Board of Managers is expressly prohibited from taking any material action without a meeting. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book of the board of managers, Company. The secretary or any other action which may be taken at a meeting an assistant secretary of the board Company may act as secretary for the Board of managers, may be taken without a meeting Managers if a consent in writing, setting forth the action Board of Managers so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each otherrequests.

Meetings of the Board of Managers. There is no requirement to hold regular or other meetings of the Board of Managers. Meetings of the board Board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall Managers, to be held at the principal place of business offices of the Company (or at such other place as shall be agreed by majority vote of the Board of Managers), shall be called at the direction of the Chair, the Chief Executive Officer, or by majority vote of the Board of Managers, and for reasonable cause shown any Board Member (which is understood to include, without limitation, any meeting called by a Board Member to review any determination made by the Company pursuant to this Agreement), upon not less than two (2) Business Days’ notice given by the Chair, the Chief Executive Officer or the Secretary of the Company (which Officers shall give such notice if properly directed so to do as aforesaid) to all Board Members in writing or by telephone, electronic (including email) or facsimile transmission. Any such notice shall state the place, date and time of the meeting and specify in reasonable detail the agenda of matters to be discussed at such meeting. In addition to any Board Member, the Members, the officers, directors, employees or other professional representatives of the Company (including the accountants, attorneys and/or financial advisors) shall be permitted to attend meetings of the Board of Managers as observers upon invitation of a Board Member. Meetings of the Board of Managers may be designated held in conjunction with the notice or waivers of notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers directors of the Class A Holder. Notice of a meeting need not be given to any Board Member who submits a signed waiver of notice, in person or by proxy, whether before, at or after the meeting. All such waivers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to filed with the date Company records or made part of the minutes of the applicable meeting. The attendance of a manager Board Member at any a meeting without protesting the lack of proper notice shall constitute a waiver of notice of by such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any action required to be taken at a meeting of the board of managers, or any other action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each otherBoard Member.

Meetings of the Board of Managers. Meetings (a) The Board of Managers shall hold regular meetings not less frequently than once every Fiscal Year and shall establish meeting times, dates, and places, and requisite notice requirements (not shorter than those provided in Section 5.2(b)), and adopt rules or procedures consistent with the terms of this Agreement. Unless otherwise approved by the Board of Managers, each regular meeting of the board Board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall Managers will be held at the Company’s principal place of business. At such meetings the Board of Managers shall transact such business of the Company or at such other place as may properly be designated in brought before the notice meeting, whether or waivers of not notice of such meeting as determined referenced the action taken at such meeting. (b) Special meetings of the Board of Managers may be called by the board of managersany Manager. Notice of any each such meeting of the board of managers shall be given no fewer than ten to each Manager by telephone, electronic mail, facsimile transmission, or similar method (10in each case, notice shall be given at least seventy-two (72) Business Days and no more than twenty (20) Business Days prior to hours before the date time of the meeting), or by first-class mail (in which case notice shall be given at least five (5) days before the meeting), unless a longer notice period is established by the Board of Managers. Each such notice shall state (i) the time, date, place (which shall be at the principal office of the Company unless otherwise agreed to by all of the Managers), or other means of conducting such meeting, and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Managers. (c) Any Manager may waive notice of any meeting in writing before, at, or after such meeting. The attendance of a manager Manager at any a meeting shall constitute a waiver of notice of such meeting, except where when a manager Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is was not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any properly called. (d) Any action required or permitted to be taken at a meeting of the board Board of managers, or any other action which Managers may be taken at a meeting held by means of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons each Person participating in the meeting can hear and speak with each otherother Person participating in such meeting. Participation in such a meeting shall constitute presence in person at such meeting. (e) Notwithstanding anything to the contrary contained in this Section 5.2, the Board of Managers may take without a meeting any action that may be taken by the Board of Managers under this Agreement if such action is approved by the written consent of a majority of the total number of Managers.

Meetings of the Board of Managers. Meetings (a) The Board of Managers shall hold regular meetings no less frequently than once every Fiscal Quarter and the Chairman shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 6.2(c) below) and adopt rules or procedures consistent with the terms of this Agreement. Unless otherwise approved by the Chairman, each regular meeting of the board Board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall Managers will be held at the Company’s principal place of business business. (b) At all meetings of the Company or Board of Managers, the presence of at such other place least one Manager appointed by Central Soya and one Manager appointed by DuPont shall be necessary to constitute a quorum for the transaction of business and, except as may be designated otherwise provided in this Agreement (including, without limitation, Section 6.1(k)(i) hereof), the notice or waivers Board of notice of such meeting as determined Managers shall act by the board majority vote of managersthe Managers at any meeting at which a quorum is present. Notice of Notwithstanding the foregoing, if a quorum shall not be present at any meeting of the board Board of managers Managers, the Managers present thereat may adjourn and reschedule the meeting to a date no earlier than five (5) days thereafter with notice in accordance with Section 6.2(c). At the rescheduled meeting, the Managers present thereat shall constitute a quorum for the transaction of business. (c) Special meetings of the Board of Managers may be called only by the Chairman. Notice of each such meeting shall be given no fewer than ten to each Manager on the Board of Managers by telephone, telecopy, telegram or similar method (10in each case, notice shall be given at least seventy-two (72) Business Days and no more than twenty (20) Business Days prior to hours before the date time of the meeting) or sent by first-class mail (in which case notice shall be given at least five (5) days before the meeting), unless a longer notice period is established by the Board of Managers. Each such notice shall state (i) the time, date, place (which shall be at the principal office of the Company unless otherwise agreed to by all Managers) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Managers. Any Manager may waive notice of any meeting in writing before, at, or after such meeting. The attendance of a manager Manager at any a meeting shall constitute a waiver of notice of such meeting, except where when a manager Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is was not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any properly called. (d) Any action required to be taken at a meeting of the board Board of managersManagers, or any other action which that may be taken at a meeting of the board Board of managersManagers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice held by means of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other. Participation in such a meeting shall constitute presence in person at such meeting. (e) Notwithstanding anything to the contrary in this Section 6.2, the Board of Managers may take without a meeting any action that may be taken by the Board of Managers under this Agreement if such action is approved by the unanimous written consent of the Managers.

Meetings of the Board of Managers. Meetings Regular meetings of the board Board of managers Managers may be held at such place, within or without the State of Delaware, as shall from time to time be determined by the Board of Managers. Special meetings of the Board of Managers may be called by or at the request of (i) any Darling Manager, (ii) any Valero Manager or (iii) the President and in any event shall be held quarterly or called by the President upon the written request of at such other time as the board of managers may determine by vote of least a majority of the managersManagers. Meetings Notice of each such meeting shall be mailed to each Manager, addressed to such Manager at his or her residence or usual place of business, at least two Business Days before the date on which the meeting is to be held, or shall be sent to such Manager at such place by telecopier or other form of electronic transmittal customarily used for communication between the Company and such Manager that permits retention of an electronic copy of such notice and verification of receipt, or delivered personally, not later than two Business Days (or, in the case of meetings held by telephone, one Business Day) before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and, in the case of a special meeting, the purposes thereof. A written waiver of notice, signed by the Manager or Managers entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. (i) Unless otherwise required by Applicable Law or this Agreement, the presence in person or by proxy of Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled) shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Managers present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of Managers, a quorum being present, all matters shall be decided by the affirmative vote of the Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled) except as otherwise required by Applicable Law or by this Agreement. If a quorum does not exist solely due to the refusal or unwillingness of any Darling Manager or Valero Manager to be present at the principal place applicable meeting and such meeting is adjourned until a later date, then following the failure of business any of such Member’s designated Managers to appear at such adjourned meeting the other Member may thereafter initiate the deadlock procedures set forth in Section 5.8. (ii) Any Manager or any member of a committee of the Company or Board of Managers who is present at such other place as may a meeting shall be designated in the notice or waivers of conclusively presumed to have waived notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of except when such meeting, except where a manager member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, Such member shall be conclusively presumed to have assented to any action required to taken unless his or her dissent shall be taken at a meeting entered in the minutes of the board of managers, meeting or any other unless his or her written dissent to such action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of State the Company immediately after the adjournment of the State meeting. Such right to dissent shall not apply to any member who voted in favor of Delaware or with anyone else. Any manager such action. (iii) Members of the Board of Managers and any committee thereof may participate in and act at any meeting of Managers or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in the meeting pursuant to this Section 6.1(d) shall constitute presence in person at the meeting. (iv) Unless otherwise restricted by this Agreement or the Delaware Act, any action required or permitted to be taken at any meeting of the Board of Managers, or of any committee thereof, may be taken without a meeting if the entire Board of Managers or committee thereof, as the case may be, consents thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Managers or such committee. (v) Each Manager entitled to vote at a meeting of the Board of Managers or any committee thereof or to express consent or dissent to any action in writing without a meeting may authorize another person to act for such Manager by written proxy executed by such Manager and setting forth the date of execution, but no such proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period. At each meeting of the Board of Managers or any committee thereof, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the Secretary or a person designated by the Secretary, and no votes may be submitted under a proxy that has been found to be invalid or irregular after the Manager giving such proxy has had a reasonable opportunity to cure any defect. (vi) The minutes of each meeting of the Board of Managers or any committee thereof shall include the names of all persons present and any determination made by the Managers thereat. The minutes of each such meeting shall be deemed to be correct as and when approved by the applicable Managers. The minutes of each meeting shall be voted upon for approval by the Managers no later than at the next succeeding meeting; provided that only the Managers who were present at the meeting to which such minutes relate shall be entitled to vote on the approval or correction thereof.

Meetings of the Board of Managers. Meetings In addition to the provisions of Section 2.3, the following provisions shall be applicable to the meetings of the board Board of managers Managers: (a) The Board of Managers shall meet at least quarterly on a calendar year basis. (b) Any member of the Board of Managers may at any time call for a special meeting of the Board of Managers upon five (5) business days prior notice to the members of the Board of Managers, specifying the date and agenda of the meeting and requesting the other Member immediately to specify the time and place of the meeting in accordance with Section 2.4(c)). If the Member required to specify the time and place of the meeting fails to do so within twenty-four hours of receipt of a request therefor, the Member calling for the special meeting shall specify the time and place within 24 hours thereafter. Such notice may be waived in writing before or after such meeting or by attendance at such meeting. A Manager may propose an agenda item for discussion at such meeting by written notice to the other Managers. In addition, any item which the Members agree to discuss at a Board of Managers meeting shall be considered to be an agenda item at such meeting. (c) Regular meetings of the Board of Managers shall be alternated between: (A) the principal offices of ADAT, and (B) the principal offices of ECSL, unless the Members establish any other place for meetings by mutual agreement. Special meetings shall be held quarterly in the location and at the time specified (in accordance with this subsection) by the Party which did not call the meeting. (d) Members of the Board of Managers may participate in such meetings by means of a conference telephone or similar means of communication if all persons participating in the meeting are able to hear one another, and any such Manager shall be deemed to be present at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall be held at the principal place of business of the Company or at such other place as may be designated in the notice or waivers of notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any Any action required to be taken at a meeting of the board of managers, or any other action which that may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to also be taken by unanimous written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each otherconsent.

Meetings of the Board of Managers. Meetings (a) The Board of Managers shall hold regular meetings no less frequently than once every quarter during the Fiscal Year and shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 5.2(b)) and adopt rules or procedures consistent with the terms of this Agreement. Each regular meeting of the board Board of managers shall Managers will be held quarterly at the Company’s principal place of business, or at such other time location as may be determined by the board Chairman. At such meetings the Board of managers Managers shall transact such business as may determine properly be brought before the meeting, whether or not notice of such meeting referenced the action taken at such meeting. (b) Special meetings of the Board of Managers may be called by vote of the Chairman or by a majority of the managersManagers. Meetings The call shall state the location of the meeting and the nature of the business to be transacted. Notice of each such meeting shall be held given to each Manager by telephone, telecopy, telegram or similar method or sent by reputable overnight delivery service at least 24 hours before the principal place meeting, unless a longer notice period is established by the Board of business of the Company or at such Managers. No actions other place as may be designated than those specified in the notice or waivers of notice of such may be considered at any special meeting as determined unless unanimously approved by the board of managersManagers. Notice Any Manager may waive notice of, or the taking of any action at, any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the in writing before, at, or after such meeting. The attendance of a manager Manager at any a meeting shall constitute a waiver of notice of such meeting, except where when a manager Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is was not lawfully called properly called. (c) Any one or convenedmore members of the Board of Managers or any committee thereof may participate in a meeting of the Board of Managers or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Unless specifically prohibited Participation by such means shall constitute presence in person at a meeting. (d) At any meeting of the Board of Managers, that number of Managers required for action by the Certificate Board of Managers shall constitute a quorum. A Manager expecting to be absent from a meeting shall be entitled to designate a proxy to act in his or her stead. (e) Notwithstanding anything to the Actcontrary in this Section 5.2, any action required or permitted to be taken at a meeting by the Board of the board of managers, Managers or any other action which may be taken at a meeting of the board of managers, committee thereof may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by (i) the managers number of members of the Board of Managers or such committee, as the case may be, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to at which all members of the board Board of managers Managers or (ii) by all members of such committee entitled to vote thereon were present and voted, and the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize writing or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document writings are filed with the Secretary of State minutes of the State proceedings of Delaware the Board of Managers or with anyone else. Any manager such committee, as the case may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each otherbe.

Meetings of the Board of Managers. Meetings (a) The Board of Managers shall hold regular meetings and shall establish meeting times, dates, and places, and requisite notice requirements (not shorter than those provided in Section 3.2(b)), and adopt rules or procedures consistent with the terms of this Agreement. Unless otherwise approved by the Board of Managers in writing, each regular meeting of the board Board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall Managers will be held at the principal place of business of the Company or Company. The Chairman shall preside at such other place as may be designated in all meetings of the notice or waivers Board of notice of such meeting as determined by Managers. If the board of managers. Notice of Chairman is absent at any meeting of the board Board of managers Managers, a majority of the Managers present shall designate a Manager to serve as interim chairman for that meeting. (b) Special meetings of the Board of Managers may be called by any Manager then holding office. Notice of each such meeting shall be given no fewer than ten to each Manager by telephone, telecopy, PDF e-mail or similar method (10) Business Days and no more than twenty (20) Business Days prior to in each case, notice shall be given at least three 3 hours before the date time of the meeting) or sent by overnight courier service (in which case notice shall be given at least seven 7 days before the meeting), unless a longer notice period is established by the Board of Managers. Each such notice shall state: (i) the time, date, place (which shall be at the principal place of business of the Company unless otherwise agreed to by the Board of Managers), or other means of conducting such meeting; and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Managers. Any Manager may waive notice of any meeting in writing before, at, or after such meeting. The attendance of a manager Manager at any a meeting shall constitute a waiver of notice of such meeting, except where when a manager Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is was not lawfully called or convenedproperly called. Unless specifically prohibited At all meetings of the Board of Managers, business shall be transacted in such order as shall from time to time be determined by resolution of the Certificate Board of Managers or the Act, any Chairman. (c) Any action required to be taken at a meeting of the board Board of managersManagers, or any other action which that may be taken at a meeting of the board Board of managersManagers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice held by means of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other. Participation in such a meeting shall constitute presence in person at such meeting. (d) Notwithstanding anything to the contrary in this Section 3.2, the Board of Managers may take without a meeting any action that may be taken by the Board of Managers under this Agreement if such action is approved by unanimous written consent of all of the Managers.

Meetings of the Board of Managers. Meetings (a) The first meeting of the board Board of managers Managers shall be held quarterly or at such other time and place as shall be fixed by the board vote of the Members and no notice of such meeting shall be necessary to the newly elected managers in order to legally constitute the meeting, provided a quorum shall be present. In the event of the failure of the Members to fix the time or place of such first meeting of the newly elected Board of Managers, or in the event such meeting is not held at the time and place so fixed by the Members, the meeting may determine be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Managers, or as shall be specified in a written waiver signed by vote all members of the Board of Managers. (b) Regular meetings of the Board of Managers may be held without notice at such time and such place as from time to time shall be determined by the Board of Managers, but in any event shall be held at least annually. (c) Special meetings of the Board of Managers may be called by the president or any Member on two hours notice to each member of the Board of Managers, either personally or by mail, electronic mail, by telegram or by facsimile. (d) At all meetings of the Board of Managers an equal number of representatives of CCSI and WGC (which could be one representative of each of CCSI and WGC) shall constitute a quorum for the transaction of business and the act of a majority of the managers. Meetings Board of Managers present at any meeting at which there is a quorum shall be held at the principal place of business act of the Company Board of Managers. If there is an unequal number of representatives present, one or at such other place more representative may abstain so as may be designated in the notice or waivers of notice of such meeting as determined to create any equal number. (e) Unless otherwise restricted by the board Certificate of managers. Notice of Formation or this Agreement, any action required or permitted to be taken at any meeting of the board Board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any action required to be taken at a meeting of the board of managers, or any other action which may be taken at a meeting of the board of managers, Managers may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board Board of managers Managers consent thereto in writing and the writing or writings are filed with the minutes of the Company. (iif) Unless otherwise restricted by all the Certificate of Formation or this Agreement, members of the board Board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at Managers may participate in a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary Board of State Managers by means of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and such participation in a meeting shall constitute presence in person at the meeting.

Meetings of the Board of Managers. Meetings (a) Regular meetings of the board Board of managers Managers shall be held on a quarterly or basis at such other date and time as the board Board of managers Managers may determine designate. Special meetings of the Board of Managers may be called by vote any Manager at any time. Unless otherwise agreed by all the Managers in advance, meetings of the Board of Managers may be held only in Charlotte, North Carolina; Richmond, Virginia; or Newark, New Jersey. (b) Notice of a majority meeting stating the place, date and hour of the managers. Meetings shall be held at meeting and the principal place of business of purpose or purposes for which the Company or at such other place as may be designated in the notice or waivers of notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers is called shall be given no fewer to each Manager either by mail not less than ten (10) days before the date of the meeting or by telephone, telegram or facsimile no less than three Business Days and no more than twenty (20) Business Days prior to before the date of the meeting. The attendance Notice of a manager any meeting may be waived in writing by any Manager. Presence at any the meeting shall constitute a waiver of any deficiency of notice of such meetingunder this Section 5.3, except where a manager when such Manager or alternate Manager attends a the meeting for the express purpose of objecting objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convenedconvened in accordance with this Agreement. (c) The Secretary of the Company shall circulate to each Manager an agenda for the quarterly meeting not less than ten days in advance of such quarterly meeting (or if sent by facsimile, three Business Days before the date of such quarterly meeting). Unless specifically prohibited by Such agenda shall include a discussion of the Certificate or the Act, financial reports most recently delivered pursuant to Article 6 of this Agreement and any action required other matters that an Manager may reasonably request to be taken included on such agenda. Managers or officers of the Company shall attend such meeting and make such presentations relating to the Company as any Manager may reasonably request. (d) The presence in person (including the presence of an alternate Manager) or by proxy of a number of Managers equal to a majority of the total number of Managers fixed pursuant to this Agreement shall constitute a quorum for the conduct of business at a any meeting of the board Board of managersManagers. Except as otherwise provided herein, or any other action which may be taken at the affirmative vote of a meeting majority of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum total number of votes that would be necessary Managers fixed pursuant to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action this Agreement at a meeting shall have constitute the same effect as if such action had been taken at a duly called meeting act of the managers and may be stated as such in any document filed Board of Managers. (e) The Board of Managers shall meet with the Company's internal auditors at least once each fiscal quarter and with the Company's independent auditors at least twice each fiscal year. (f) The Secretary of State the Company or, if he or she is not present, any individual whom the Chairman may appoint, shall keep minutes of each meeting which shall reflect all actions taken by the State Board thereat. (g) The Board of Delaware or Managers may establish other provisions and procedures relating to the governance of its meetings that are not in conflict with anyone else. Any manager may participate in and act at any meeting through the use terms of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each otherthis Agreement.

Meetings of the Board of Managers. Meetings of the board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall be held at the principal place of business of the Company or at such other place as may be designated in the notice or waivers of notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, subject to SECTION 4.1(d), any action required to be taken at a meeting of the board of managers, or any other action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any Subject to SECTION 4.1(d), any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other.