Common use of Member Action Clause in Contracts

Member Action. In the event that any matter is required to be submitted to the Members for their approval under the terms of this Agreement or the Delaware Act, the following provisions shall apply: (a) The Members may vote on any such matter at a meeting to be held at such time and place as shall be designated by the Board. Any meeting of the Members may be held by conference telephone or similar communication equipment so long as all Members participating in the meeting can hear one another. All Members participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting. Members shall be given at least three Business Days' prior notice of any meeting; provided that any Member may waive such notice prior to, at or after the meeting. The notice shall specify the place, date and hour of the meeting and the general nature of the business to be transacted. Every Member entitled to vote or act on any matter at a meeting of Members shall have the right to do so either in person or by proxy. (b) Each Member shall be entitled to one vote for each Unit owned by it. At any meeting of Members, the presence in person or by proxy of Members having the right to vote more than 50% of the Units entitled to vote at such meeting shall constitute a quorum for the transaction of business. Except as otherwise required by this Agreement or applicable Law, the affirmative vote of Members having the right to cast more than 50% of the votes present at a meeting of Members at which a quorum is present is required to approve any action requiring the Members' approval at such meeting. (c) Any action that may be taken at any meeting of Members may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by all Members. Any such written consent may be executed and given by telecopy or similar electronic means and such consents shall be filed with the minutes of the proceedings of the Members.

Member Action. In the event that any matter is required to be submitted to the Members for their approval under the terms of this Agreement or the Delaware Act, the following provisions shall apply: (a) The No Member shall, as such, have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Any Member who takes any action or binds the Company in violation of this Section 2.7(a) shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to such loss or expense. (b) Except as expressly required by this Agreement, no vote, consent or authorization of the Members shall be required for the taking of any action on behalf of or with respect to the Company. Any matter on which the Members are authorized to take action under the Act or this Agreement may be taken by the Members, in lieu of a meeting, by written consent to such action executed by Members holding not less than the number of outstanding Units that would be required to vote to approve the matter. (c) There shall be no requirement that the Company hold annual or other meetings of Members. Meetings of the Members may vote on any such matter be called by the Manager or by Members holding at a meeting to least one-third of the outstanding Units, and shall be held at such time and place as shall be designated from time to time by the BoardManager. Any Written notice (which shall state the purpose or purposes for which the meeting is called) of any meeting of the Members may be held by conference telephone or similar communication equipment so long as all Members participating in the meeting can hear one another. All Members participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting. Members shall be given at least three Business Days' prior notice of any meeting; provided that any Member may waive such notice prior toMembers, at or after the meeting. The notice shall specify stating the place, date and hour of the meeting and meeting, shall be mailed or given by or at the general nature direction of the business Manager to be transacted. Every each Member entitled at least ten (10) days prior to vote or act on any matter at a meeting of Members shall have the right to do so either in person or by proxymeeting. (bd) Each Member shall be entitled to one vote for each Unit owned by it. At any meeting all meetings of the Members, the presence in person or by proxy of Members having the right to vote more than 50% holding at least a majority of the outstanding Units entitled to vote at such meeting shall constitute a quorum for at such meeting. All Members present in person or by proxy at such meeting may continue to do business until adjournment, notwithstanding the transaction withdrawal of businessenough Members to leave less than a quorum. Except as otherwise required by this Agreement or applicable LawIf a quorum is present, the affirmative vote of those Members having the right to cast more than 50% holding at least a majority of the votes present at a meeting of Members at which a quorum is present is required to approve any action requiring the Members' approval at such meeting. (c) Any action that may be taken at any meeting of Members may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by all Members. Any such written consent may be executed and given by telecopy or similar electronic means and such consents outstanding Units shall be filed with the minutes act of the proceedings of the MembersMembers unless otherwise provided by this Agreement.