Meetings of the Members. (a) Meetings of the Members may be called upon the written request of any Manager or Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than one (1) Business Day nor more than thirty (30) days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at such meeting and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 6.3.
(b) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy prior to its exercise shall be revocable at the pleasure of the Member executing it.
(c) Each meeting of the Members shall be conducted by the Member or Manager calling the meeting.
(d) Notwithstanding this Section 6.3, the Company may take any action contemplated under this Agreement as approved by the consent of the Members, such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a written summary of the telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1 hereof, or to such other address as such Person may from time to time specify by notice to the Members and the Manager.
Meetings of the Members. The Managers may at any time call for a meeting of the Members, or for a vote without a meeting, on matters on which the Members are entitled to vote, and shall call for such a meeting (but not a vote without a meeting) following receipt of a written request therefor of Members holding more than 10% of the Percentage Interests entitled to vote as of the record date. Within 20 days after receipt of such request, the Managers shall notify all Members of record on the record date of the Company meeting.
Meetings of the Members. (a) The Members may hold meetings at such time and place and use such procedures as the Board of Managers may reasonably determine from time to time. Meetings of the Members may be called at any time by (i) the affirmative vote or written consent of the Requisite Preferred Holders or (ii) the consent of a majority of the Board of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice to the Members entitled to vote thereon. Notice of any such meeting may be waived by any Member upon either the signing of a written waiver thereof or presence at a meeting by such Member as provided herein.
(b) At any meeting of the Members, the Members representing a majority of the outstanding Preferred Units and Common Units, voting together as a single class on an As Adjusted Voting Basis, as applicable (the “Voting Majority”), shall constitute a quorum; provided, however, that where a separate vote by a class of Units is required by law or this Agreement, the Members representing a majority of the outstanding class of Units entitled to vote at such meeting shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorum.
(c) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting and without any notice to the Members upon the written consent of the requisite percentage of the class or classes of the Members entitled to vote on such matter. The Secretary of the Company shall provide prompt written notice to the other Members who, if the action had been taken at a meeting of the Members, would have been entitled to notice of the meeting pursuant to Section 2.03(a), of any action so taken.
Meetings of the Members. Meetings of the Members will not be required to be held at any regular frequency, but, instead, will be held upon the call of any Member. All meetings of the Members will be held at the principal office of the Company or at such other place, either within or without the State of Delaware, as is designated by the Person calling the meeting and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Members may participate in a meeting of the Members by means of conference telephone or video equipment or similar communications equipment whereby all participants in the meeting can hear each other, and participation in a meeting in this manner will constitute presence in person at the meeting.
Meetings of the Members. Any Member may call a meeting of the Members upon fifteen (15) days notice in writing (which may be by facsimile), which notice shall specify the date, time and purpose or purposes of the meeting. Meetings of the Members shall be held at the Company's principal executive offices, unless a Majority-in-Interest of the Members agree to meet at another location. Members may be present at any meeting of the Members by telephone or other means of communication, provided that each Member can hear all other present Members. Members holding a Majority-in-Interest of all of the Members shall constitute a quorum of the Members, or Members of that class of Members, for the transaction of business at any meeting.
Meetings of the Members. (i) Meetings of the Members may be called from time to time by the Managing Member and shall be called upon the receipt by the Managing Member of a written request by Investor Members holding twenty-five percent (25%) or more of the Special Common Units.
(ii) Notice of any such meeting shall be given to all Members not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting.
(iii) The request shall state the nature of the business to be transacted.
(iv) Members may vote in person or by proxy at such meeting.
(v) Whenever the vote or consent of the Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or class thereof or may be given in accordance with the procedure prescribed in Section 14.2(b) hereof.
(i) Any action required or permitted to be taken at a meeting of the Members or class thereof may be taken without a meeting if a written consent setting forth the action so taken is signed by the Members holding the requisite percentage of Membership Interests as is expressly required by this Agreement.
(ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote at a meeting.
(iii) Such consent shall be filed with the Managing Member.
(iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the Managing Member.
(i) Each Investor Member may authorize any Person or Persons to act for him by proxy on all matters in which an Investor Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.
(ii) Every proxy must be signed by the Investor Member or his attorney in fact and a copy thereof delivered to the Company.
(iii) No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.
(iv) Every proxy shall be revocable at the pleasure of the Investor Member executing it, such revocation to be effective upon the Managing Member's receipt of written notice of such revocation from the Investor Member executing such proxy.
(d) Each meeting of the Members shall be conducted by the Managing Member or such other Person as the Managing Member may appoint pursuant to such rules for the conduct of the meeting as the Managing Member or such other Person deems appropriate.
Meetings of the Members. (a) Meetings of the Members shall not be required, but may be called upon the written request of any Member. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than seven (7) business days nor more than thirty (30) days prior to the date of such meeting. Members may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Members is permitted or required under this Operating Agreement, such vote, consent or approval may be given at a meeting of Members. Except as otherwise expressly provided in this Operating Agreement, the Unanimous Vote of the Members shall be required to constitute an act of the Members.
(b) Each Member may authorize any Person to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.
(c) Each meeting of Members shall be conducted by the Member requesting such meeting or by such other Person that the Member requesting such meeting may designate.
Meetings of the Members. 7.1.1 The Members are not required to hold meetings. Decisions may be reached through one or more informal consultations followed by agreement among the Members, provided that all Members are consulted (although all Members need not be present during a particular consultation), or by a written consent signed by the Members. In the event that the Members desire to hold a meeting, formal notice of the meeting shall not be required.
7.1.2 Members may participate in the meeting through the use of a conference telephone or similar communications equipment, provided that all Members participating in the meeting can hear one another.
7.1.3 The Members shall keep or cause to be kept with the books and records of the LLC full and accurate minutes of all meetings, notices of meetings, when given, and all written consent in lieu of meetings.
Meetings of the Members. (a) Meetings of the Members may be called by the Board or any Member holding not less than 20% of the Membership Interests. The Board shall notify the Members within five days after receipt of such written request of the time and place in New York, New York, or other location designated by the Board, of the meeting and the nature of the business to be transacted. The meeting shall be held no less than five days nor more than IO days following the mailing of the notice, as stated in that notice, or as otherwise provided in this Agreement.
(b) In any matter described in this Agreement on which a Member is entitled to grant (or deny) its consent or cast its vote, it may accomplish the same by attending any meeting convened for the Members, it may grant to any person a special or general power of attorney to vote for it at any such meeting, or it may grant (or deny) its consent in writing. Said written consent may be utilized at any duly held meeting of the Members or it may be utilized in obtaining approval or denial by the Members. The Board will endeavor in good faith to have all Members participate, but all Class A Members shall constitute a quorum. A Member may participate through any means by which he can hear, and be heard by, the other participants. The Members may also act through unanimous written consent of the Members.
(c) In any matter described in this Agreement on which a Member is entitled to grant (or deny) its consent or cast its vote, in lieu of a meeting a written ballot may be requested of the Members by the Board. The ballot must be delivered to each Member entitled to vote or exercise consent in the manner provided for notices hereunder not less than five and not more than IO days before the date on which any action or inaction on which the ballot is to be taken is to be effective. Ballots not actually received by the Company on or before the date specified in the ballot or the accompanying notice of meeting, if any, are invalid. The ballot must be accompanied, or preceded by not more than five days, by a written disclosure of all material facts affecting the Members' decision to approve, or withhold approval from, the matter under consideration.
(d) If a vote of the Members is taken pursuant to this Agreement for any reason, each Member shall have the right to a vote in proportion to its Membership Interest divided by the Membership Interests held by all the Members
(e) No Member shall have any dissenter's rights or appraisal rights, ex...
Meetings of the Members. Meetings of the Members may be called at any time by two Directors, the Chairman, the Chief Executive Officer or as provided by this Agreement. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Members.
