Common use of Meetings of the Members Clause in Contracts

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, except and solely to the extent as may be provided in the Act.

Meetings of the Members. (ai) Meetings of the Members may be called from time to time by the Board or of Managers and shall be called upon the receipt by Board of Managers of a written request by either Member. (ii) Notice of any Member holding such meeting shall be given to all Members not less than 20% of seven (7) days nor more than thirty (30) days prior to the Membership Interests. The Board shall notify the Members within five days after receipt date of such written meeting. (iii) The request of the time and place in New York, New York, or other location designated by the Board, of the meeting and shall state 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. (biv) In 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 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 may be taken without a meeting and without prior notice if a written consent setting forth the action so taken is signed by the Members required to consent to such action. (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 Board of Managers. (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 Board of Managers. (i) Each Member may authorize any matter described Person or Persons to act for him by proxy on all matters in this Agreement on which a Member is entitled to grant (or deny) its consent or cast its voteparticipate, it may accomplish the same by attending including waiving notice of 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 (voting or deny) its consent in writing. Said written consent may be utilized participating 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 Membersmeeting. (cii) In any matter described Every proxy must be signed by the Member or his attorney in this Agreement on which fact and a Member is entitled copy thereof delivered to grant the Company. (or denyiii) its consent or cast its vote, No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in lieu of a meeting a written ballot may the proxy. (iv) Every proxy shall be requested revocable at the pleasure 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 executing it, such revocation to be taken is to be effective. Ballots not actually received by effective upon the Company on or before the date specified in the ballot or the accompanying Board of Managers' receipt of written 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 such revocation from the Members' decision to approve, or withhold approval from, the matter under considerationMember executing such proxy. (d) If a vote Each meeting of the Members is taken shall be conducted by the Board of Managers or such other Person as the Board of Managers may appoint pursuant to this Agreement such rules for any reason, each Member shall have the right to a vote in proportion to its Membership Interest divided by conduct of the Membership Interests held by all meeting as the Members (e) No Member shall have any dissenter's rights Board of Managers or appraisal rights, except and solely to the extent as may be provided in the Actsuch other Person deems appropriate.

Meetings of the Members. (a) Meetings of the Members may be called by the Board or any Managing Member holding not less than 20% of and shall be called upon 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 any Member. The request shall state the nature of the business to be transacted. The Subject to other requirements specified herein regarding notice periods, notice of any such meeting shall be held no given to all Members not less than five days Business Days nor more than IO 30 days following prior to the mailing date of such meeting, unless in any such case such notice has been waived in writing by each Member who did not receive notice as required hereby. Members may vote in person, by proxy or by telephone at such meeting. Whenever the noticevote or consent of Members is permitted or required under this LLC Agreement, as stated such vote or consent may be given at a meeting of Members or may be given in that notice, or as otherwise provided accordance with the procedure prescribed in this AgreementSection 9.3. (b) In any matter described in this Agreement on which a Member is For the purpose of determining the Members entitled to grant (vote on, 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 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 byadjournment thereof, the other participantsManaging Member or the Member requesting such meeting may fix, in advance, a date as the record date for any such determination. The Members may also act through unanimous written consent of the MembersSuch date shall not be more than thirty days nor less than one Business Day before any such meeting. (c) In Each Member may authorize any matter described Person or Persons to act for it by proxy on all matters in this Agreement on which a the Member is entitled to grant (participate, including waiving notice of any meeting, or deny) voting or participating at a meeting. Every proxy must be signed by the Member or its consent or cast its vote, attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in lieu of a meeting a written ballot may the proxy. Every proxy shall be requested revocable at the pleasure of the Members by Member executing it or as provided under 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 terms 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 considerationsuch proxy. (d) If a vote Each meeting of 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 Members is taken pursuant to this Agreement for any reason, each meeting as the Managing 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, except and solely to the extent as may be provided in the Actsuch other Person deems appropriate.

Meetings of the Members. (a) A. Meetings of the Members may be called by upon 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 any Member. The call shall state 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 Notice of any such meeting shall be held no given to all Members not less than five seven (7) business days nor more than IO thirty (30) days following prior to the mailing 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 the Agreement, such vote or consent may be given at a meeting of the noticeMembers or may be given in accordance with the procedure prescribed in this Section 8.4. Except as otherwise expressly provided in the Agreement, as stated in that noticean affirmative vote of the Members who own more than Fifty percent (50%) of the total Voting Ownership Units of the Company shall be required to constitute the act of the Members. B. For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment, the Manager or the Member requesting such meeting may fix, in advance, a date as otherwise provided in this Agreementthe record date for any such determination. Such date shall not be more than thirty (30) days nor less than ten (10) Business Days before any such meeting. (b) In C. Each Member may authorize any matter described Person or Persons to act for it by proxy on all matters in this Agreement on which a Member is entitled to grant (or deny) its consent or cast its voteparticipate, it may accomplish the same by attending including waiving notice of 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 voting or participating at a meeting. The Member or its attorney-in-fact must sign every proxy. No proxy shall be valid after the expiration of eleven (or deny11) its consent months from the date unless otherwise provided in writingthe proxy. Said written consent may Every proxy shall be utilized revocable at any duly held the pleasure of the Member executing it. D. Each meeting of the Members or it may shall be utilized in obtaining approval or denial conducted 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 byManager or such other individual Person as the Manager deems appropriate. E. Notwithstanding this Section 8.3, the other participants. The Members Company may also act through unanimous written take any action contemplated under this Agreement as approved by the consent of the Members. (c) In any matter described in this Agreement on which a Member is entitled to grant (or deny) its , such 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 provided in writing, or by the Company on telephone or before the date specified in the ballot or the accompanying notice of meetingfacsimile, if any, are invalid. The ballot must be accompanied, such telephone conversation or preceded by not more than five days, facsimile is followed 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 summary of the Members is taken pursuant telephone conversation or facsimile communication sent by registered or certified mail, postage and charges prepaid, to this Agreement for any reason, each Member shall have the right such address as such Person may from time to a vote in proportion to its Membership Interest divided time specify by the Membership Interests held by all the Members (e) No Member shall have any dissenter's rights or appraisal rights, except and solely notice to the extent as may be provided in Members and the ActManager.

Meetings of the Members. 15.1 Every meeting of the Designated Members or Members, as the case may be, shall be governed by the following provisions: (a) Meetings a meeting of the Designated Members may be called by the Board or any Member holding not less than 20% of the Membership InterestsDesignated Members and a meeting may be called by any Member. The Board shall notify the Members within five days after receipt of such written request A meeting may also be called by any liquidator of the LLP appointed under the Insolvency Xxx 0000; (b) a meeting may be held at such time and place in New Yorkas the Designated Members, New YorkMembers or liquidator calling the meeting think fit; (c) a notice of meeting shall be served on all those entitled to attend the meeting and such notice shall specify the place, or other location designated by the Board, day and time of the meeting and the nature a statement of the business matters to be transacted. The meeting shall be held no less than five days nor more than IO days following discussed at 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 not less than 10 clear days' notice is to be given of a vote of meeting to all those entitled to attend, provided that valid shorter notice is deemed to have been given if all Designated Members or Members attend the Members meeting or if it 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 ratified by the Membership Interests held by all the MembersDesignated Members or Members at a subsequent duly convened meeting; (e) No at the commencement of any meeting, those in attendance shall elect the chairman of the meeting who shall not have a casting vote; (f) the quorum for a meeting is any two Designated Members or Members (one of which must be the Council representative) present in person or by video or telephone conference call or by proxy (which shall mean another Designated Member or Member appointed in writing to attend and vote on behalf of the appointing Designated Member or Member); (g) where the appropriate quorum is not present within 30 minutes of the start time stated in the notice of the meeting, any resolution passed at the inquorate meeting is deemed to have been passed if it is ratified later by the required majority in attendance at a duly convened quorate meeting; (h) decisions of the Designated Members or Members shall be determined by a simple majority vote at a duly convened meeting and each Designated Member or Member present, whether in person or by video or telephone conference call or by proxy, shall have any dissenter's rights or appraisal rightsone vote; (i) where there are an equal number of votes cast for and against a matter proposed at a meeting, except and solely the Council representative shall have a casting vote3; 3 This effectively means that all matters are reserved to the extent as approval of the Council whilst there are only two members but will require amendment in the event that a new member is admitted (j) a meeting may be provided conducted by electronic means, such as via telephone or video conference. Designated Members or Members participating in a meeting via electronic means shall be deemed to be present in person at the meetings and shall be entitled to be counted in the Actquorum and to vote; (k) a Member (being a body corporate) may by resolution of its directors or other governing body authorise persons to act as its representative at a meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual Member; and (l) minutes shall be prepared of all meetings and shall be approved and signed by the chairman of the meeting as evidence of the proceedings.

Meetings of the Members. (a) A. Meetings of the Members may be called by upon 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 any Member. The call shall state 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 Notice of any such meeting shall be held no given to all Members not less than five seven (7) business days nor more than IO thirty (30) days following prior to the mailing 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 the Agreement, such vote or consent may be given at a meeting of the noticeMembers or may be given in accordance with the procedure prescribed in this Section 8.4. Except as otherwise expressly provided in the Agreement, as stated in that noticean affirmative vote of the Members who own more than Fifty percent (50%) of the total Voting Ownership Units of the Company shall be required to constitute the act of the Members. B. For the purpose of determining the Members entitled to vote on, or to vote at, any meeting of the Members or any adjournment, the Manager or the Member requesting such meeting may fix, in advance, a date as otherwise provided in this Agreementthe record date for any such determination. Such date shall not be more than thirty (30) days nor less than ten (10) Business Days before any such meeting. (b) In C. Each Member may authorize any matter described Person or Persons to act for it by proxy on all matters in this Agreement on which a Member is entitled to grant (or deny) its consent or cast its voteparticipate, it may accomplish the same by attending including waiving notice of 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 voting or participating at a meeting. The Member or its attorney-in-fact must sign every proxy. No proxy shall be valid after the expiration of eleven (or deny11) its consent months from the date unless otherwise provided in writingthe proxy. Said written consent may Every proxy shall be utilized revocable at any duly held the pleasure of the Member executing it. D. Each meeting of the Members or it may shall be utilized in obtaining approval or denial conducted 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 byManager or such other individual Person as the Manager deems appropriate. E. Notwithstanding this Section 8.3, the other participants. The Members Company may also act through unanimous written take any action contemplated under this Agreement as approved by the consent of the Members. (c) In any matter described in this Agreement on which a Member is entitled to grant (or deny) its , such 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 provided in writing, or by the Company on telephone or before the date specified in the ballot or the accompanying notice of meetingfacsimile, if any, are invalid. The ballot must be accompanied, such telephone conversation or preceded by not more than five days, facsimile is followed 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 summary 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 telephone conversation or appraisal rights, except and solely to the extent as may be provided in the Act.facsimile communication sent by

Meetings of the Members. (a) A. Meetings of the Members may be called by the Board or any Managing Member holding not less than 20% and shall be called upon the receipt by the Managing Member of a written request by a Majority in Interest of the Membership InterestsNon-Managing Members. The Board call 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 state the nature of the business to be transacted. 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. The meeting shall be held no at the headquarters office of the Managing Member or at such other location as may be designated by the Managing Member. Members may vote in person or by proxy at 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 Members or may be given in accordance with the procedure prescribed in Section 14.3.B hereof. B. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a prior, written notice thereof is sent to each Member in accordance with Section 15.1 and Consent setting forth the action so taken is signed by Members holding a majority of the LLC Units (or such other percentage as is expressly required by this Agreement for the action in question). Such Consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Members holding a majority of the LLC Units (or such other percentage as is expressly required by this Agreement). Such Consent shall be filed with the Managing Member. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. For purposes of obtaining a written Consent, the Managing Member may require a response within a reasonable specified time, but not less than five days nor more than IO days following fifteen (15) days, and failure to respond in such time period shall constitute a Consent that is consistent with the mailing of Managing Member’s recommendation with respect to the noticeproposal; provided, however, that an action shall become effective at such time as stated in that notice, or as otherwise provided in this Agreementrequisite Consents are received even if prior to such specified time. (b) In C. Each Member may authorize any matter described Person or Persons to act for it by proxy on all matters in this Agreement on which a Member is entitled to grant (or deny) its consent or cast its voteparticipate, it may accomplish the same by attending including waiving notice of 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 (voting or deny) its consent in writingparticipating at a meeting. Said written consent may Every proxy must be utilized at any duly held meeting of the Members or it may be utilized in obtaining approval or denial signed by the MembersMember or its attorney-in-fact. The Board will endeavor in good faith to have all Members participate, but all Class A Members No proxy shall constitute a quorum. A Member may participate through any means by which he can hear, and be heard by, valid after the other participants. The Members may also act through unanimous written consent expiration 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 11 months from 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, except and solely to the extent as may be thereof unless otherwise provided in the Actproxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Member executing it, such revocation to be effective upon the Company’s receipt of written notice of such revocation from the Member executing such proxy. D. Each meeting of 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 in its reasonable discretion. Without limitation, meetings of Members may be conducted in the same manner as meetings of the Managing Member’s shareholders and may be held at the same time as, and as part of, the meetings of the Managing Member’s shareholders.

Meetings of the Members. (a) Meetings The Members shall meet at such times as may be requested by the Managing Member to review the affairs of the Company or for such other reason as may be determined by the Managing Member, but not less than once per year. The place of such meetings shall be at the offices of the Company unless otherwise agreed to by all of the Members. (b) Any action required to be taken at a meeting of the Members or any other action which may be taken at a meeting 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 taken without a 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 if 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 , setting forth the action so taken, shall be utilized at any duly held meeting signed by all of the Members or it may be utilized in obtaining approval or denial unless otherwise provided by the MembersDelaware Act. The Board will endeavor Any such consent signed by the Members as indicated above in good faith to have all Members participate, but all Class A Members the immediately preceding sentence shall constitute be a quorum. A Member may participate through any means by which he can hear, valid and be heard by, the other participants. The Members may also proper act through unanimous written consent of the Members. (c) In any matter described The Members may participate 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 and act at meetings of the Members through the use of a conference telephone or other communications equipment or system by the Board. The ballot must be delivered to each Member entitled to vote or exercise consent means of which all persons participating in the manner provided for notices hereunder not less than five and not more than IO days before meeting can hear each other (“Electronic Participation”). Participation in such meeting shall constitute attendance in person at the date on which any action meeting of the person 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 considerationpersons so participating. (d) If a vote Notice of any meeting of the Members shall be given no fewer than five (5) Business Days and no more than twenty (20) Business Days prior to the date of the meeting (unless such notice is taken pursuant waived in writing). Notice of any meeting of the Members shall specify the date, time and place of the proposed meeting and the agenda for the meeting. Notice shall be delivered in the manner set forth in Section 12.03 hereof. The attendance (whether in person or by Electronic Participation) of a Member at a meeting of the Members (as reflected in the minutes of the meeting) shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to this Agreement for the transaction of any reason, each Member shall have business because the right to a vote in proportion to its Membership Interest divided by the Membership Interests held by all the Membersmeeting is not properly called or convened. (e) No Member A written record of all meetings of the Members and all decisions made by the Members shall have any dissenter's rights be made by the Managing Member, as Secretary, or appraisal rights, except and solely to the extent such other Person as may be provided appointed by the Managing Member, and kept in the Actrecords of the Company.