Common use of Meeting of Members Clause in Contracts

Meeting of Members. The regular annual meeting of Members will be held each year on a specified date by giving each member 30-days’ notice, in writing, prior to the meeting date. The meeting will be held in the principal offices of the Company or at another place the Members determine in order to transact business that may be necessary before the annual meeting. If the day of the meeting falls on a recognized holiday then the meeting will be held on the next business day. Members may create a resolution to determine a regular time and place for the annual meetings and adoption of such a resolution shall be construed as notice of the regular meetings. Any Member may call special meetings of the Members for any reason or reasons. Members will be provided with written notice or electronic notice which includes the place, date, and time of the meeting. If it is a special meeting then the notice must also contain the purpose of the meeting. The notice must be delivered at least three days before the meeting date by hand or by mail to every Member of record that has voting rights. When every Member of the Company is present at a meeting, or of the Members that are not present provide a signed written waiver of notice of the meeting or ratify all the decisions and proceedings of such a meeting, the transactions of the meeting will be valid in the same way as a formal meeting with due notice will be valid. In any Member’s meeting, if Members holding a majority of the Members percentage interests are present either in person or through proxy, majority being determined by the books and records of the Company, it will be considered a quorum for general business proceedings. If a specific action of the Company requires the confirmation or consent of a different percentage of Members outlined in this agreement, the quorum for that action will require that percentage of Members present in person or through proxy. If a quorum is not available, the meeting can be adjourned without additional notice. If a quorum is available any matter pertaining to the Company may be transacted at the meeting without giving additional notice as was originally intended in the notice given. Members available at a meeting that has been duly organized will be able to transact business until the meeting has been adjourned notwithstanding the withdrawal of enough Members to leave less a quorum. At Member’s meetings, any Member will be able to vote by proxy as long as it is executed in writing by the Member in question or by an authorized attorney-in-fact of the Member. The proxy will be filed with the Company at the appointed time of the meeting or beforehand. The Member present at a Member’s meeting where any action was taken will by default be considered to have approved of such action to be taken, unless the disagreement of the Member is entered into the minutes of the meeting or the member files a written dissent with the person that is presiding as secretary of the meeting before the meeting ends. A Member that voted in favor of any action will not have this right of dissent. Any of the actions that are required to be taken at a Member’s meeting, unless stipulated by law, can be taken without a meeting if consent in writing that details the action taken is signed by the Members that would have voted at the meeting about the subject. Company members may participate in any member meeting by teleconference or similar means of communication, provided that all those attending the meeting can hear each other during the discussion of matters to be voted on. Participation in a meeting in line with this paragraph shall be deemed to be present at the meeting in person.