Common use of Members Agreement Controls Clause in Contracts

Members Agreement Controls. (a) The provisions of these bylaws are intended to be consistent with the Second Amended and Restated Members Agreement among the corporation and its members (the “Members Agreement”). In the event of an inconsistency between these bylaws and the Members Agreement, the Board of Directors and the Members shall take any steps necessary to ensure that the Members Agreement controls. In the event that (i) the bylaws are silent on a matter that is addressed by the Members Agreement, and (ii) the Members Agreement is not consistent with the Wisconsin Nonstock Corporation Law on such matter but the Wisconsin Nonstock Corporation Law would otherwise allow the bylaws to control such matter, then these bylaws shall be deemed to contain provisions consistent with the Members Agreement such that the Members Agreement will control over the default provisions of the Wisconsin Nonstock Corporation Law.

Members Agreement Controls. (a) The provisions of these bylaws are intended to be consistent with the Second Amended and Restated Members Agreement among the corporation and its members (the “Members Agreement”). In the event of an inconsistency between these bylaws and the Members Agreement, the Board of Directors and the Members shall take any steps necessary to ensure that the Members Agreement controls. In the event that (i) the bylaws are silent on a matter that is addressed by the Members Agreement, and (ii) the Members Agreement is not consistent with the Wisconsin Nonstock Corporation Law on such matter but the Wisconsin Nonstock Corporation Law would otherwise allow the bylaws to control such matter, then these bylaws shall be deemed to contain provisions consistent with the Members Agreement such that the Members Agreement will control over the default provisions of the Wisconsin Nonstock Corporation Law.