Common use of Action by Written Consent Without a Meeting Clause in Contracts

Action by Written Consent Without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Manager or the secretary, if any, of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member's proxy holders, may revoke the consent by a writing received by the Manager or secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing, (i) notice of any Member approval of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval, and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent, to those Members entitled to vote who have not consented in writing.

Action by Written Consent Without a Meeting. Any Subject to Section 5.5, any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing setting forth the action so taken, taken is signed and delivered to the Company within sixty (60) days of the record date for that action Manager by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Manager or the secretary, if any, of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member's ’s proxy holders, may revoke the consent by a writing received by the Manager or secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed. Unless the consents of all Members entitled to vote have been solicited in writing, (i) notice of any Member approval (by less than unanimous written consent) of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company or a sale of substantially all of the Company’s assets, without a meeting by less than unanimous written consent, shall be given at least ten (10) 10 days before the consummation of the action authorized by such approval, and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting meeting, if approved by less than unanimous written consent, to those Members entitled to vote who have not consented in writing. Notwithstanding anything to the contrary contained herein, a written consent must be signed by Members holding a Two-Thirds Interest if consent of Members holding a Two-Thirds Interest is required by any applicable provision of this Agreement for the action thus taken.