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

Meetings of the Board of Managers. Meetings of the Board of Managers may be called by any Manager or the President. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Managers not less than three (3) days prior to the date of the meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the Law, the majority vote of the Managers shall control all decisions for which the vote of the Board of Managers is required hereunder. The attendance by four out of the five Managers then in office at a meeting of the Board of Managers (or if there are less than five Managers then in office, then a majority of the Managers), in person or represented by proxy, shall constitute a quorum. The presence of any Manager at a meeting shall constitute a waiver of notice of the meeting with respect to such Manager, unless such Manager is present solely to challenge the validity of the meeting. The Managers may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Manager’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A Manager also may vote by proxy, but the holder of the proxy must be another Manager.

Meetings of the Board of Managers. Meetings of the Board of Managers may be called by any Manager or Manager; provided, that the PresidentBoard of Managers shall meet no less frequently than quarterly. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Managers not less than three ten (310) and not more than thirty (30) days prior to the date of the meeting. Except as otherwise expressly provided in this Agreement or required by the express provisions of the LawAct, the majority vote of the Managers shall control all decisions for which the vote of the Board of Managers is required hereunder. The attendance by four out of the five Managers then in office at a meeting of the Board of Managers (or if there are less than five Managers then in office, then a majority of the Managers), in person or represented by proxy, shall constitute a quorum. The presence of any Manager at a meeting shall constitute a waiver of notice of the meeting with respect to such Manager, unless such Manager is present solely to challenge the validity of the meeting. The Managers may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Manager’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. A Manager also may vote by proxy, but the holder of the proxy must be another Manager.