Common use of Committees of the Board of Managers Clause in Contracts

Committees of the Board of Managers. (a) The Board of Managers may by resolution designate one or more committees, each of which shall be comprised of two or more Managers, and may designate one or more of the Managers as alternate members of any committee, who may, subject to any limitations imposed by the Board of Managers, replace absent or disqualified Managers at any meeting of that committee. Except as set forth in this Section 8.12, otherwise waived by the Majority Initial Class A Holders or the Majority Initial Class B Holders, as applicable, or required by Law or the rules of any securities exchange or other self regulatory organization from time to time applicable to the Company, the proportion of Class A Managers and the Class B Managers on each committee of the Board of Managers shall be as nearly as possible given the number of Managers serving on the committee the same as the relative proportion of such Managers on the Board of Managers; provided that at least one Class A Manager and at least one Class B Manager shall serve on each committee of the Board of Managers, except, in each case, as otherwise may be provided herein. Subject to Section 8.9, any decisions to be made by a committee of the Board of Managers shall require the approval of a majority of the votes of such committee of the Board of Managers. To the extent not prohibited by Law or stock exchange listing requirement, any Manager may attend the meetings of any committee of the Board of Managers on which he or she does not serve, as a non-voting observer.