Common use of Vacancies; Removal; Resignation Clause in Contracts

Vacancies; Removal; Resignation. Any Manager position to be filled by reason of an increase in the number of Managers or other reason may be filled by election at an annual or special meeting of Members called for that purpose. A Manager elected to fill a vacancy occurring other than by reason of an increase in the number of Managers shall be elected for the unexpired term of his predecessor in office. At any meeting of Members at which a quorum of Members is present called expressly for that purpose, or pursuant to a written consent adopted pursuant to this Agreement, any Manager may be removed, with or without cause, by a Super Majority. Any Manager may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the remaining Managers. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. In the event that Gxxxxx X. Xxxxxxxxx, president of GolfSuites 1, Inc. becomes incapacitated or dies, then the Members agree that Dx. Xxxxxx shall have the option of becoming a co-Manager, and as co-Manager, all actions by the “Manager” shall require unanimous consent of the co-Managers. In the event that Dx. Xxxxxx dies or becomes incapacitated, the co-Manager role for Dx. Xxxxxx’x heirs or subsequent trustees of his trust to be or become co-Manager shall immediately terminate, and the sole Manager role shall again return to GolfSuites 1, Inc.

Vacancies; Removal; Resignation. Subject to other provisions of this Section, any vacancy occurring in the Managers may be filled by election at an annual or special meeting of the Members called for that purpose or by the affirmative vote of a majority of the remaining Managers, though the remaining Managers may constitute less than a quorum. A Manager elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any Manager position to be filled by reason of an increase in the number of Managers or other reason may shall be filled by election at an any meeting of Members or may be filled by the Managers for a term of office continuing only until the next election of one or more Managers by the Members; provided that the Managers may not fill more than two such Manager positions during the period between any two successive annual meetings of Members. Members holding a Required Interest may, at any time and with or without cause, terminate the term of office of all or any of the Managers by a vote at any annual or special meeting of Members called for that purpose. A Manager elected to fill a vacancy occurring other than by reason of an increase in the number of Managers Such removal shall be effective immediately upon such Member action even if successors are not elected for simultaneously, and the unexpired term of his predecessor in office. At any meeting of Members at which a quorum of Members is present called expressly for that purpose, or pursuant to a written consent adopted pursuant to this Agreement, any Manager may vacancies caused by such action shall be removed, with or without cause, filled only by a Super Majorityelection by the Members. Any Manager may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the remaining Managers. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. In the event that Gxxxxx X. Xxxxxxxxx, president of GolfSuites 1, Inc. becomes incapacitated or dies, then the Members agree that Dx. Xxxxxx shall have the option of becoming a co-Manager, and as co-Manager, all actions by the “Manager” shall require unanimous consent of the co-Managers. In the event that Dx. Xxxxxx dies or becomes incapacitated, the co-Manager role for Dx. Xxxxxx’x heirs or subsequent trustees of his trust to be or become co-Manager shall immediately terminate, and the sole Manager role shall again return to GolfSuites 1, Inc..