Common use of MEMBERS AND VOTING Clause in Contracts

MEMBERS AND VOTING. 7.1 The Company’s ownership shall be comprised of one (1) class of Membership Interest. For matters with respect to which the Members are entitled to Vote, any action taken by such Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement), including the following actions: (a) a decision to continue the business of the Company after any event mentioned in Article IX; (b) the Transfer of a Membership Interest and the admission of the Assignee as a Member of the Company; (c) any amendment of the Articles of Organization or this Agreement; (d) a compromise of the obligation of a Member to make a Capital Contribution; (e) admission of a new Member and his required Capital Contribution; (f) a decision with respect to the return of a Capital Contribution or to make monetary distributions to the Members, and the amounts thereof; and (g) a decision to authorize and/or issue additional classes of Membership. For matters with respect to which all Members are entitled to Vote, any action taken by such Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement or mandated by the Act). 7.2 The record date for determining the Members entitled to receive Notice of any Meeting, to Vote, to receive any distribution or to exercise any right in respect of any other lawful action shall be the date set by a Majority of the Members; provided that such record date shall not be more than sixty (60), or less than ten (10), calendar days prior to the date of the Meeting, and not more than sixty (60) calendar days prior to any other action. In the absence of any action setting a record date, the record date shall be determined in accordance with California Corporations Code Section 17104(k). 7.3 Meetings of the Members may be called at any time by any Member for the purpose of addressing any matters on which the Members are entitled to Vote. Meetings of all the Members may be called at any time by any Member for the purpose of addressing any matters on which all Members are entitled to Vote. Meetings of the Members may be held at the principal executive office of the Company or at such other location as may be designated by the Manager. Following the call of any meeting, the Manager shall give Notice of the meeting not less than ten (10), or more than sixty (60), calendar days prior to the date of the meeting to all of the Members entitled to Vote at the meeting. The Notice shall state the place, date and hour of the meeting and the general nature of business to be transacted at the meeting. No other business may be transacted at the meeting. 7.4 A quorum at any meeting of Members shall consist of a majority in number (not in Percentage Interest) of all the Members entitled to Vote at that particular meeting, represented in person, by telephone or by Proxy. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of a sufficient number of Members to leave less than a quorum, if the action taken, other than adjournment, is approved by the requisite percentage of Members as specified in this Agreement or the Act. A meeting of Members at which a quorum is present may be adjourned to another time or place and any business which might have been transacted at the original meeting may be transacted at the adjourned meeting. If a quorum is not present at an original meeting, that meeting may be adjourned by the Vote of a majority of Percentage Interests represented either in person, by telephone or by Proxy. Notice of the adjourned meeting need not be given to Members entitled to Notice if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless (a) the adjournment is for more than forty-five (45) days, or (b) after the adjournment, a new record date is fixed for the adjourned meeting. In the situations described in clauses (a) and (b), Notice of the adjourned meeting shall be given to each Member entitled to Vote at the adjourned meeting. 7.5 The transactions of any meeting of Members, however called and noticed, and wherever held, shall be as valid as though consummated at a meeting duly held after regular call and notice, if (a) a quorum is present at that meeting, either in person, by telephone or by Proxy, and (b) either before or after the meeting, each of the Members entitled to Vote, not present in person, by telephone or by Proxy, signs either a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes of the meeting. Attendance of a Member at a meeting shall constitute waiver of notice, unless that Member (who must be a Member entitled to Vote at such meeting) objects, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be described in the notice of the meeting and not so included, if the objection is expressly made at the meeting. 7.6 Members may participate in a meeting through use of conference telephone or similar communications equipment, provided that all Members participating in such meeting can hear one another. Such participation shall be deemed attendance at the meeting. 7.7 Any action that may be taken at any meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Members having not less than the minimum number of Votes that would be necessary to authorize or take that action a meeting at which all Members entitled to Vote thereon were present and voted. If the Members are requested to take any action without a meeting, each Member shall be given notice of the matter to be voted upon in the manner described in this Article. Any action taken without a meeting shall be effective when the required minimum number of Votes have been received. Prompt Notice of the action taken shall be given to all Members who have not consented to the action. After having received the above-referenced notice and prior to taking any action without a meeting, all of the Members shall make commercially reasonable efforts to discuss together such action through use of conference telephone or similar communications equipment. 7.8 At all meetings, a Member may Vote in person or by Proxy. A Proxy may not be transmitted orally. Such Proxy shall be filed with any Member before or at the time of the Meeting, and may be filed by facsimile transmission to a Member at the principal executive office of the Company or such other address as may be given by the Manager to the Members for such purposes. 7.9 The Company may, but shall not be required, to issue certificates evidencing Membership Interests (“Membership Interest Certificates”) to Members of the Company. Once Membership Interest Certificates have been issued, they shall continue to be issued as necessary to reflect current Membership Interests held by Members. Membership Interest Certificates shall be in such form as may be approved by the Members, shall be manually signed by the Members, and shall bear conspicuous legends evidencing the restrictions on transfer and the purchase rights of the Company and Members. All issuances, reissuances, exchanges, and other transactions in Membership Interests involving Members shall be recorded in a permanent ledger as part of the books and Records of the Company. 7.10 No Member acting solely in the capacity of a Member is an agent of the Company, nor can any Member acting solely in the capacity of a Member bind the Company or execute any instrument on behalf of the Company. Accordingly, each Member shall indemnify, defend, and hold harmless each other Member and the Company from and against any and all loss, cost, expense, liability, or damage arising from or out of any claim based on any action by such Member in contravention of the first sentence of this Section. 7.11 A Person may acquire a Membership Interest from the Company and be admitted as a new Member only by a Majority of the Members and upon that Person also becoming a party to this Agreement. The Capital Contribution required to acquire a Membership Interest also shall be established by a Majority of the Members. The acquisition of a Membership Interest from the Company by a Person may result in the reduction of the Percentage Interests of all Members.

MEMBERS AND VOTING. 7.1 The Company’s ownership There shall be comprised of only one (1) class of Membership Interestand no Member shall have any rights or preferences in addition to or different from those possessed by any other Member. For matters Each Member shall Vote in proportion to the Member’s Percentage Interest as of the governing record date, determined in accordance with respect to which the Members are entitled to Vote, any Section 7.2. Any action that may or that must be taken by such the Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement)Members, including the following actions: (a) a decision to continue the business of the Company after any event mentioned in Article IX; (b) the Transfer of a Membership Interest and the admission of the Assignee as a Member of the Company; (c) any amendment of the Articles of Organization or this Agreement; (d) a compromise of the obligation of a Member to make a Capital Contribution; (e) admission of a new Member and his required Capital Contribution; (f) a decision with respect to the return of a Capital Contribution or to make monetary distributions to the Members, and the amounts thereof; and; (g) and a decision to authorize and/or issue additional classes of Membership. For matters with respect to which all Members are entitled to Vote, any action taken by such Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement or mandated by the Act). 7.2 The record date for determining the Members entitled to receive Notice of any Meeting, to Vote, to receive any distribution or to exercise any right in respect of any other lawful action shall be the date set by a Majority of the Members; provided that such record date shall not be more than sixty (60), or less than ten (10), calendar days prior to the date of the Meeting, and not more than sixty (60) calendar days prior to any other action. In the absence of any action setting a record date, the record date shall be determined in accordance with California Corporations Code Section 17104(k). 7.3 Meetings of the Members may be called at any time by any Member or the Manager for the purpose of addressing any matters on which the Members are entitled to Vote. Meetings of all the Members may be called at any time by any Member for the purpose of addressing any matters on which all Members are entitled to Vote. Meetings of the Members may be held at the principal executive office of the Company or at such other location as may be designated by the Manager. Following the call of any meeting, the Manager shall give Notice of the meeting not less than ten (10), or more than sixty (60), calendar days prior to the date of the meeting to all of the Members entitled to Vote at the meeting. The Notice shall state the place, date and hour of the meeting and the general nature of business to be transacted at the meeting. No other business may be transacted at the meeting. 7.4 . A quorum at any meeting of Members shall consist of a majority in number (not in Percentage Interest) Majority of all the Members entitled to Vote at that particular meetingMembers, represented in person, by telephone person or by Proxy. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of a sufficient number of Members to leave less than a quorum, if the action taken, other than adjournment, is approved by the requisite percentage of Members as specified in this Agreement or the Act. . 7.4 A meeting of Members at which a quorum is present may be adjourned to another time or place and any business which might have been transacted at the original meeting may be transacted at the adjourned meeting. If a quorum is not present at an original meeting, that meeting may be adjourned by the Vote of a majority Majority of Percentage Interests represented either in person, by telephone or by Proxy. Notice of the adjourned meeting need not be given to Members entitled to Notice if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless (a) the adjournment is for more than forty-five (45) days, or (b) after the adjournment, a new record date is fixed for the adjourned meeting. In the situations described in clauses (a) and (b), Notice of the adjourned meeting shall be given to each Member of record entitled to Vote at the adjourned meeting. 7.5 The transactions of any meeting of Members, however called and noticed, and wherever held, shall be as valid as though consummated at a meeting duly held after regular call and notice, if (a) a quorum is present at that meeting, either in person, by telephone or by Proxy, and (b) either before or after the meeting, each of the Members entitled to Vote, not present in person, by telephone or by Proxy, signs either a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes of the meeting. Attendance of a Member at a meeting shall constitute waiver of notice, unless that Member (who must be a Member entitled to Vote at such meeting) objects, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be described in the notice of the meeting and not so included, if the objection is expressly made at the meeting. 7.6 Members may participate in a meeting through use of conference telephone or similar communications equipment, provided that all Members participating in such meeting can hear one another. Such participation shall be deemed attendance at the meeting. 7.7 Any action that may be taken at any meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Members having not less than the minimum number of Votes that would be necessary to authorize or take that action a meeting at which all Members entitled to Vote thereon were present and voted. If the Members are requested to take any action consent to a matter without a meeting, each Member shall be given notice of the matter to be voted upon in the manner described in this Article. Any action taken without a meeting shall be effective when the required minimum number of Votes have been received. Prompt Notice of the action taken shall be given to all Members who have not consented to the action. After having received the above-referenced notice and prior to taking any action without a meeting, all of the Members shall make commercially reasonable efforts to discuss together such action through use of conference telephone or similar communications equipment. 7.8 At all meetings, a Member may Vote in person person, by telephone or by Proxy. A Proxy may not be transmitted orally. Such Proxy shall be filed with any Member before or at the time of the Meeting, and may be filed by facsimile transmission to a Member at the principal executive office of the Company or such other address as may be given by the Manager to the Members for such purposes. 7.9 The Company may, but shall not be required, to issue certificates evidencing Membership Interests (“Membership Interest Certificates”) to Members of the Company. Once Membership Interest Certificates have been issued, they shall continue to be issued as necessary to reflect current Membership Interests held by Members. Membership Interest Certificates shall be in such form as may be approved by the Members, shall be manually signed by the Members, and shall bear conspicuous legends evidencing the restrictions on transfer and the purchase rights of the Company and Members. All issuances, reissuances, exchanges, and other transactions in Membership Interests involving Members shall be recorded in a permanent ledger as part of the books and Records of the Company. 7.10 No Member acting solely in the capacity of a Member is an agent of the Company, nor can any Member acting solely in the capacity of a Member bind the Company or execute any instrument on behalf of the Company. Accordingly, each Member shall indemnify, defend, and hold harmless each other Member and the Company from and against any and all loss, cost, expense, liability, or damage arising from or out of any claim based on any action by such Member in contravention of the first sentence of this Section. 7.11 A Person may acquire a Membership Interest from the Company and be admitted as a new Member only by a Majority of the Members and upon that Person also becoming a party to this Agreement. The Capital Contribution required to acquire a Membership Interest also shall be established by a Majority of the Members. The acquisition of a Membership Interest from the Company by a Person may result in the reduction of the Percentage Interests of all Members. 7.12 Subject to the terms and conditions set forth in this Section, on January 1, 2010, the Percentage Interests of GAG, Xxxxxxxx, Xxxxxxxx and Xxxxxx shall be subject to adjustment as follows: (a) Marchlik’s Percentage Interest shall be increased by one percent (1%), with GAG’s and Xxxxxxxx’x Percentage Interests being decreased on a pro-rata basis to account for such one percent (1%) increase; and (b) Bloore’s Percentage Interest shall be increased by one percent (1%), with GAG’s and Xxxxxxxx’x Percentage Interests being decreased on a pro-rata basis to account for such one percent (1%) increase. For example, if all adjustments were to be made, the respective Percentage Interests of the Members effective January 1, 2010 would be as follows: GAG #1 65.93866 % Xxxxxxxx 21.79718 % Xxxxxxx 5.10588 % GAG #2 3.15828 % Marchlik 2.00000 %

MEMBERS AND VOTING. 7.1 The Company’s ownership There shall be comprised of only one (1) class of Membership Interestand no Member shall have any rights or preferences in addition to or different from those possessed by any other Member. For matters Each Member shall Vote in proportion to the Member’s Percentage Interest as of the governing record date, determined in accordance with respect to which the Members are entitled to Vote, any Section 7.2. Any action that may or that must be taken by such the Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement)Members, including the following actions: (a) a decision to continue the business of the Company after any event mentioned in Article IX; (b) the Transfer of a Membership Interest and the admission of the Assignee as a Member of the Company; (c) any amendment of the Articles of Organization or this Agreement; (d) a compromise of the obligation of a Member to make a Capital Contribution; (e) admission of a new Member and his required Capital Contribution; (f) a decision with respect to the return of a Capital Contribution or to make monetary distributions to the Members, and the amounts thereof; and; (g) and a decision to authorize and/or issue additional classes of Membership. For matters with respect to which all Members are entitled to Vote, any action taken by such Members shall be by a Majority of the Members (unless otherwise specifically set forth in this Agreement or mandated by the Act). 7.2 The record date for determining the Members entitled to receive Notice of any Meeting, to Vote, to receive any distribution or to exercise any right in respect of any other lawful action shall be the date set by a Majority of the Members; provided that such record date shall not be more than sixty (60), or less than ten (10), calendar days prior to the date of the Meeting, and not more than sixty (60) calendar days prior to any other action. In the absence of any action setting a record date, the record date shall be determined in accordance with California Corporations Code Section 17104(k). 7.3 Meetings of the Members may be called at any time by any Member or the Manager for the purpose of addressing any matters on which the Members are entitled to Vote. Meetings of all the Members may be called at any time by any Member for the purpose of addressing any matters on which all Members are entitled to Vote. Meetings of the Members may be held at the principal executive office of the Company or at such other location as may be designated by the Manager. Following the call of any meeting, the Manager shall give Notice of the meeting not less than ten (10), or more than sixty (60), calendar days prior to the date of the meeting to all of the Members entitled to Vote at the meeting. The Notice shall state the place, date and hour of the meeting and the general nature of business to be transacted at the meeting. No other business may be transacted at the meeting. 7.4 . A quorum at any meeting of Members shall consist of a majority in number (not in Percentage Interest) Majority of all the Members entitled to Vote at that particular meetingMembers, represented in person, by telephone person or by Proxy. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of a sufficient number of Members to leave less than a quorum, if the action taken, other than adjournment, is approved by the requisite percentage of Members as specified in this Agreement or the Act. . 7.4 A meeting of Members at which a quorum is present may be adjourned to another time or place and any business which might have been transacted at the original meeting may be transacted at the adjourned meeting. If a quorum is not present at an original meeting, that meeting may be adjourned by the Vote of a majority Majority of Percentage Interests represented either in person, by telephone or by Proxy. Notice of the adjourned meeting need not be given to Members entitled to Notice if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless (a) the adjournment is for more than forty-five (45) days, or (b) after the adjournment, a new record date is fixed for the adjourned meeting. In the situations described in clauses (a) and (b), Notice of the adjourned meeting shall be given to each Member of record entitled to Vote at the adjourned meeting. 7.5 The transactions of any meeting of Members, however called and noticed, and wherever held, shall be as valid as though consummated at a meeting duly held after regular call and notice, if (a) a quorum is present at that meeting, either in person, by telephone or by Proxy, and (b) either before or after the meeting, each of the Members entitled to Vote, not present in person, by telephone or by Proxy, signs either a written waiver of notice, a consent to the holding of the meeting or an approval of the minutes of the meeting. Attendance of a Member at a meeting shall constitute waiver of notice, unless that Member (who must be a Member entitled to Vote at such meeting) objects, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be described in the notice of the meeting and not so included, if the objection is expressly made at the meeting. 7.6 Members may participate in a meeting through use of conference telephone or similar communications equipment, provided that all Members participating in such meeting can hear one another. Such participation shall be deemed attendance at the meeting. 7.7 Any action that may be taken at any meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Members having not less than the minimum number of Votes that would be necessary to authorize or take that action a meeting at which all Members entitled to Vote thereon were present and voted. If the Members are requested to take any action consent to a matter without a meeting, each Member shall be given notice of the matter to be voted upon in the manner described in this Article. Any action taken without a meeting shall be effective when the required minimum number of Votes have been received. Prompt Notice of the action taken shall be given to all Members who have not consented to the action. After having received the above-referenced notice and prior to taking any action without a meeting, all of the Members shall make commercially reasonable efforts to discuss together such action through use of conference telephone or similar communications equipment. 7.8 At all meetings, a Member may Vote in person person, by telephone or by Proxy. A Proxy may not be transmitted orally. Such Proxy shall be filed with any Member before or at the time of the Meeting, and may be filed by facsimile transmission to a Member at the principal executive office of the Company or such other address as may be given by the Manager to the Members for such purposes. 7.9 The Company may, but shall not be required, to issue certificates evidencing Membership Interests (“Membership Interest Certificates”) to Members of the Company. Once Membership Interest Certificates have been issued, they shall continue to be issued as necessary to reflect current Membership Interests held by Members. Membership Interest Certificates shall be in such form as may be approved by the Members, shall be manually signed by the Members, and shall bear conspicuous legends evidencing the restrictions on transfer and the purchase rights of the Company and Members. All issuances, reissuances, exchanges, and other transactions in Membership Interests involving Members shall be recorded in a permanent ledger as part of the books and Records of the Company. 7.10 No Member acting solely in the capacity of a Member is an agent of the Company, nor can any Member acting solely in the capacity of a Member bind the Company or -16- execute any instrument on behalf of the Company. Accordingly, each Member shall indemnify, defend, and hold harmless each other Member and the Company from and against any and all loss, cost, expense, liability, or damage arising from or out of any claim based on any action by such Member in contravention of the first sentence of this Section. 7.11 A Person may acquire a Membership Interest from the Company and be admitted as a new Member only by a Majority of the Members and upon that Person also becoming a party to this Agreement. The Capital Contribution required to acquire a Membership Interest also shall be established by a Majority of the Members. The acquisition of a Membership Interest from the Company by a Person may result in the reduction of the Percentage Interests of all Members. 7.12 Subject to the terms and conditions set forth in this Section, on January 1, 2010, the Percentage Interests of GAG, Xxxxxxxx, Xxxxxxxx and Xxxxxx shall be subject to adjustment as follows: (a) Marchlik’s Percentage Interest shall be increased by one percent (1%), with GAG’s and Xxxxxxxx’x Percentage Interests being decreased on a pro-rata basis to account for such one percent (1%) increase; and (b) Bloore’s Percentage Interest shall be increased by one percent (1%), with GAG’s and Xxxxxxxx’x Percentage Interests being decreased on a pro-rata basis to account for such one percent (1%) increase. For example, if all adjustments were to be made, the respective Percentage Interests of the Members effective January 1, 2010 would be as follows: GAG #1 65.93866 % Xxxxxxxx 21.79718 % Xxxxxxx 5.10588 % GAG #2 3.15828 % Marchlik 2.00000 %