Board Approval; Voting. All actions of the Board shall require the affirmative vote of a majority of all of the Managers. Each Manager shall receive one (1) vote.
Board Approval; Voting. Quorum; Approval or Ratification of Acts or Contracts by Members. Subject to Section 5.2.1, all actions of the Board shall require the affirmative vote of a majority of votes cast by all of the Managers. Regular meetings of the Board shall be held at least annually. A Manager may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed waiver to the Company. A Manager’s presence at any meeting waives objection to lack of notice or defective notice of the meeting, unless the Manager at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. Any or all Managers may participate in any meeting by, or through the use of, any means of communication by which all Managers participating may simultaneously hear each other during the meeting, and any Manager so participating is deemed to be present in person at the meeting. The presence of all Managers is necessary for a quorum. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, without prior notice and without a vote, if the action is consented to in writing and is signed by all of the Managers. Subject to the Member approval requirements set forth in Section 5.2.1, any Manager in its discretion may submit any act or contract for approval or ratification by the Board, and any act or contract that shall be approved or ratified by the Board, assuming that such act or contract has been approved by the Members if required by Section 5.2.1, shall be as valid and as binding upon the Company and upon all the Members as if it shall have been approved or ratified by every Member of the Company.
