Common use of VOTING; MEETINGS OF MEMBERS Clause in Contracts

VOTING; MEETINGS OF MEMBERS. a. Regular meetings of Members may be held at such time and at such place as the Members designate. Special meetings of Members may be called at the request of any Member. b. Except to the extent provided to the contrary in this Operating Agreement, all Members will be entitled to vote on any matter submitted to a vote of the Members. c. Unless a greater vote is required by the Act, the Certificate of Formation, or this Operating Agreement, the affirmative vote or consent of a majority in interest of the Members present at meeting at which a quorum is present will be the act of the Members. d. The consent of all Members will be required to approve the following: 1) the dissolution of the Company; 2) the merger of the Company; 3) the conversion of the Company; 4) the authorization or ratification of acts that would otherwise violate the duty of loyalty; 5) an amendment to the Certificate of Formation; 6) the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company other than in the ordinary course of business; 7) the compromise of an obligation to make a contribution; 8) the making of interim distributions; 9) the admission of a new member; 10) the use of the Company’s property to redeem an interest subject to a charging order; 11) an amendment to the Operating Agreement. e. A majority in interest, represented in person or by proxy, will constitute a quorum for the transaction of business at a meeting of Members. f. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting, if consents in writing, setting forth the action taken, are signed by all Members entitled to vote at the meeting. g. A Member may appoint a proxy to vote or otherwise act for the Member by signing an appointment instrument, either personally or by the Member’s attorney-in-fact. h. A Member may participate in a meeting by means of telephone conference or similar communications by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

VOTING; MEETINGS OF MEMBERS. a. Regular meetings of Members may be held at such time and at such place as the Members designate. Special meetings of Members may be called at the request of any Member. b. Except to the extent provided to the contrary in this Operating Agreement, all Members will be entitled to vote on any matter submitted to a vote of the Members. c. Unless a greater vote is required by the Act, the Certificate of Formation, or this Operating Agreement, the affirmative vote or consent of a majority in interest of the Members present at meeting at which a quorum is present will be the act of the Members. d. The consent of all Members will be required to approve the following: 1) the dissolution of the Company; 2) the merger of the Company; 3) the conversion of the Company; 4) the authorization or ratification of acts that would otherwise violate the duty of loyalty; 5) an amendment to the Certificate of Formation; 6) the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company other than in the ordinary course of business; 7) the compromise of an obligation to make a contribution; 8) the making of interim distributions; 9) the admission of a new member; 10) the use of the Company’s 's property to redeem an interest subject to a charging order; 11) an amendment to the Operating Agreement. e. A majority in interest, represented in person or by proxy, will constitute a quorum for the transaction of business at a meeting of Members. f. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting, if consents in writing, setting forth the action taken, are signed by all Members entitled to vote at the meeting. g. A Member may appoint a proxy to vote or otherwise act for the Member by signing an appointment instrument, either personally or by the Member’s 's attorney-in-fact. h. A Member may participate in a meeting by means of telephone conference or similar communications by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.