The Members may by resolution prescribe the time and place for the holding of regular
meetings and may provide that the adoption of such resolution shall constitute notice of such
Special meetings of the Members, for any purpose or purposes, may be called by any ___
Members (or such other number of Members as the Members from time to time may specify).
Written or electronic notice stating the place, day and hour of the meeting and, in the case of a
special meeting, the purpose for which the meeting is called, shall be delivered not less than
three days before the date of the meeting, either personally or by mail, to each Member of
record entitled to vote at such meeting. When all the Members of the Company are present at
any meeting, or if those not present sign a written waiver of notice of such meeting, or
subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid
as if a meeting had been formally called and notice had been given.
At any meeting of the Members, the presence of Members holding a majority of the Members’
Percentage Interests, as determined from the books of the Company, represented in person or
by proxy, shall constitute a quorum for the conduct of the general business of the Company.
However, if any particular action by the Company shall require the vote or consent of some
other number or percentage of Members pursuant to this Agreement, a quorum for the
purpose of taking such action shall require such other number or percentage of Members. If a
quorum is not present, the meeting may be adjourned from time to time without further notice,
and if a quorum is present at the adjourned meeting any business may be transacted which
might have been transacted at the meeting as originally notified. The Members present at a
duly organized meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Members to leave less a quorum.
At all meetings of the Members, a Member may vote by proxy executed in writing by the
Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with
the Company before or at the time of the meeting.
A Member of the Company who is present at a meeting of the Members at which action on any
matter is taken shall be presumed to have assented to the action taken, unless the dissent of
such Member shall be entered in the minutes of the meeting or unless such Member shall file a
written dissent to such action with the person acting as the secretary of the meeting before the
meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor
of such action.
Unless otherwise provided by law, any action required to be taken at a meeting of the
Members, or any other action which may be taken at a meeting of the Members, may be taken
without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all
of the Members entitled to vote with respect to the subject.
Members of the Company may participate in any meeting of the Members by means of
conference telephone or similar communication if all persons participating in such meeting can
hear one another for the entire discussion of the matters to be vote upon. Participation in a
meeting pursuant to this paragraph shall constitute presence in person at such meeting.