Rights Powers and Obligations of Members. Section 6.1. Members' Fees and Reimbursement of Expenses. Except as otherwise provided in Section 6.3 hereof, the Members shall not be paid any fees or other compensation whatsoever for services, whether ordinary or extraordinary, foreseen or unforeseen, rendered to or for the benefit of the Company. However, all expenses incurred by a Member for and on behalf of the Company in connection with the business of the Company hereunder (including, without limitation, charges for legal, accounting, data processing, administrative, executive, tax and other services rendered by employees of any Member) will be paid or promptly reimbursed by the Company; provided, however, that any salary or compensation expense incurred by a Member and attributable to the provision by the Member of the services of its officers in connection with the business of the Company hereunder shall not be reimbursed to such Member but the actual out-of-pocket expenses incurred by the Member (other than salary or compensation expense) with respect to such provision of the services of its officers hereunder shall be reimbursed by the Company. Nothing contained in this Section 6.1 is intended to affect the Ownership Interest or Ownership Percentage of any Member or the amount that may be payable to any Member by reason of its interest in the Company.
Rights Powers and Obligations of Members. 9 Section 6.1. Members' Fees and Reimbursement of Expenses 9 Section 6.2. Duties of Members/Other Activities 10 Section 6.3. Dealing with Related Persons 10 Section 6.4. Liability of Members 10 Section 6.5. No Resignation 10 Section 6.6. Power, Voting and Consent 10 Section 6.7. Succession Plan 12 VII. MEETINGS OF THE MEMBERS 12 Section 7.1. Annual Meeting 12 Section 7.2. Special Meetings 12 Section 7.3. Notice of Annual or Special Meeting 13 Section 7.4. Business at Special Meeting 13 Section 7.5. Quorum of Members 13 Section 7.6. Proxies 13 Section 7.7. Action by Written Consent Without a Meeting and Telephonic Meetings 13 VIII. BOARD OF MANAGERS 14 Section 8.1. Powers 14 Section 8.2. Number of Managers 14 Section 8.3. Election and Term. 15 Section 8.4. Loss of Appointment Right 16
Rights Powers and Obligations of Members. 7.1 Limitation of Liability and Duties of Members 24 7.2 Lack of Authority 25 TABLE OF CONTENTS (continued) Page 7.3 No Right of Partition 25 7.4 Indemnification 25 Article VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS 8.1 Records and Accounting 26 8.2 Fiscal Year 26 Article IX
Rights Powers and Obligations of Members
