Common use of Nominations for Directors Clause in Contracts

Nominations for Directors. Subject to the rights granted to a particular class or series of stock, nominations for the election of directors may be made (i) by or at the direction of the Board of Directors or (ii) by any shareholder entitled to vote for the election of directors who complies with the procedures set forth in this section. All nominations by shareholders shall be made pursuant to timely notice in proper written form to the Secretary of the corporation. To be timely, a shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than 60 days nor more than 270 days prior to the meeting; provided, however, that in the event less than 30 days’ notice or prior disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such disclosure was made. To be in proper written form, the shareholder’s notice to the Secretary shall set forth in writing (a) the name and address of the shareholder who intends to make the nomination and of the person or persons intended to be nominated; (b) the class and number of shares of stock of the corporation which are beneficially owned by such shareholder intending to make the nomination; (c) a representation that the shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (e) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated by the Board of Directors (applied as if the corporation were registered under Section 12(g) of the Securities Exchange Act of 1934); and (f) the consent of each nominee to serve as director of the corporation if so elected. No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in these bylaws. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

Nominations for Directors. Subject to One or more nominees for Director positions up for election shall be named by the rights granted to then current Directors or by a particular class or series of stock, nominations nominating committee established by the Directors. Nominations for the election of directors Directors may also be made (i) by or at the direction of the Board of Directors or (ii) by any shareholder Member entitled to vote for generally in the election of directors who complies with the procedures set forth in this sectionDirectors. All However, any Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by shareholders shall be made pursuant to timely notice in proper written form personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation. To be timely, a shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation Company not less than 60 sixty (60) days nor more than 270 ninety (90) days prior to the meeting; provided, however, that in the event less than 30 days’ notice or prior disclosure annual meeting of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which Company. Each such notice of the date of the meeting was mailed or such disclosure was made. To be in proper written form, the shareholder’s notice to the Secretary shall set forth in writing forth: (ai) the name and address of record of the shareholder Member who intends to make the nomination and of the person or persons intended to be nominated; nomination; (b) the class and number of shares of stock of the corporation which are beneficially owned by such shareholder intending to make the nomination; (cii) a representation that the shareholder Member is a holder of record of shares Units of the corporation Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; ; (diii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the shareholder Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; Members; (ev) such other information regarding each nominee proposed by such shareholder Member as would have been be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated by the Board of Directors Commission; (applied as if the corporation were registered under Section 12(g) of the Securities Exchange Act of 1934); and (fvi) the consent of each nominee to serve as director a Director of the corporation Company if so elected. No person shall be eligible for election ; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a director unless nominated candidate of the Director’s seat to be filled at the next election of Directors. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director of the Company. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the procedures set forth in these bylawsforegoing procedures, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. The chairman amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the meeting may refuse Membership Voting Interests. Whenever a vacancy occurs other than from expiration of a term of office or removal from office, a majority of the remaining Directors shall appoint a new Director to acknowledge fill the nomination vacancy for the remainder of any person not made in compliance with the foregoing proceduressuch term.

Nominations for Directors. Subject to One or more nominees for Director positions up for election shall be named by the rights granted to then current Directors or by a particular class or series of stock, nominations nominating committee established by the Directors. Nominations for the election of directors Directors may also be made (i) by or at the direction of the Board of Directors or (ii) by any shareholder Class A Member or Class B Member entitled to vote for generally in the election of directors who complies with the procedures set forth in this section. All nominations by shareholders shall be made pursuant to timely notice in proper written form to the Secretary of the corporation. To be timely, a shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than 60 days nor more than 270 days prior to the meetingDirectors; provided, however, that in the event case of any Class B Member, nominations for the election of Directors may only be made by a Class B Member who holds, or Class B Members who hold in the aggregate, at least ten percent (10%) of the then outstanding Class B Units. However, any Class A Member or Class B Member that intends to nominate one or more persons for election as Directors at a meeting may do so only if written notice of such Member’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Company not less than 30 days’ notice or sixty (60) days nor more than ninety (90) days prior disclosure to the annual meeting of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which Company. Each such notice of the date of the meeting was mailed or such disclosure was made. To be in proper written form, the shareholder’s notice to the Secretary shall set forth in writing forth: (ai) the name and address of record of the shareholder Class A Member or Class B Member who intends to make the nomination and of the person or persons intended to be nominated; nomination; (b) the class and number of shares of stock of the corporation which are beneficially owned by such shareholder intending to make the nomination; (cii) a representation that the shareholder Member is a holder of record of shares Class A Units or Class B Units of the corporation Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; ; (diii) the name, age, business and residence addresses, and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the shareholder Class A Member or Class B Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; Class A Member or Class B Member; (ev) such other information regarding each nominee proposed by such shareholder Class A Member or Class B Member as would have been be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated by the Board of Directors Commission; (applied as if the corporation were registered under Section 12(g) of the Securities Exchange Act of 1934); and (fvi) the consent of each nominee to serve as director a Director of the corporation Company if so elected. No person shall be eligible for election ; and (vii) in the case of a nomination made by a Class B Member or Class B Members, a nominating petition signed and dated by the holders of at least ten percent (10%) of the then outstanding Class B Units and clearly setting forth the proposed nominee as a director unless nominated candidate of the Director’s seat to be filled at the next election of Directors. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director of the Company. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the procedures set forth in these bylawsforegoing procedures, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. The chairman Whenever a vacancy occurs other than from expiration of a term of office or removal from office, a majority of the meeting may refuse remaining Directors shall appoint a new Director to acknowledge fill the nomination vacancy for the remainder of any person not made in compliance with the foregoing proceduressuch term.

Nominations for Directors. Subject One or more nominees for Director positions up for election shall be nominated by the then current Directors or by a nominating committee established by the Directors. Nominations for election of Directors may also be made by any Member entitled to the rights granted to a particular class or series of stock, nominations for vote generally in the election of directors Directors. However, any Member that intends to nominate one or more persons for election as Directors at a meeting may be made (i) do so only if written notice of that Member’s intent to make such nomination or nominations has been given, either by personal delivery or at the direction of the Board of Directors or (ii) by any shareholder entitled to vote for the election of directors who complies with the procedures set forth in this section. All nominations by shareholders shall be made pursuant to timely notice in proper written form United States mail, postage prepaid, to the Secretary of the corporation. To be timely, a shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation Company not less than 60 sixty (60) days nor more than 270 ninety (90) days prior to the meeting; provided, however, that first day of the month corresponding to the previous year’s annual meeting or such date as determined by the Directors and designated in the event less than 30 days’ notice or prior disclosure of the date of the year’s annual meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which proxy statement. Each such notice of the date of the meeting was mailed or such disclosure was made. To be in proper written form, the shareholder’s notice to the Secretary shall set forth in writing forth: (ai) the The name and address of record of the shareholder Member who intends to make the nomination and of the person or persons intended to be nominated; nomination; (bii) the class and number of shares of stock of the corporation which are beneficially owned by such shareholder intending to make the nomination; (c) a A representation that the shareholder Member is a holder of record of shares Units of the corporation Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; ; (diii) a The name, age, business and residence address, and principal occupation or employment of each nominee; (iv) A description of all arrangements or understandings between the shareholder Member and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; Member; (ev) such Such other information regarding each nominee proposed by such shareholder Member as would have been be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated by the Board of Directors Commission; (applied as if the corporation were registered under Section 12(gvi) of the Securities Exchange Act of 1934); and (f) the The consent of each nominee to serve as director a Director of the corporation Company if so elected. No person shall be eligible for election ; and (vii) A nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a director unless nominated candidate of the Director’s seat to be filled at the next election of Directors. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director of the Company. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the procedures set forth in these bylawsforegoing procedures, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. The chairman amendment or repeal of this Section or the adoption of any provision inconsistent herewith shall require the approval of a majority of the meeting may refuse Membership Voting Interests. Whenever a vacancy or vacancies occurs on the Board of Directors resulting in the total number of Directors dropping below the minimum required in Section 5.2 hereof, a majority of the remaining Directors shall appoint a new Director or Directors to acknowledge fill the nomination vacancy or vacancies for the remainder of any person not made such term, subject to approval of such appointment or appointments by the affirmative vote of a Majority of the Membership Voting Interest represented at the next Annual Meeting of the Members (in compliance with the foregoing proceduresperson, by proxy or by mail ballot).