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Sample Provisions- Members and member representations. Annual Meetings. The annual meeting of the Members shall be held on such date and at such time as fixed by resolution of the Board for the purpose of electing Directors and for the transaction of such other business as may come before the Members. Special Meetings. Special meetings of the Members may be held for any purpose or purposes at any time and date as may be called by the President or a majority of the members of the Board, and shall be called by any of the same upon written request by Members holding not less than twenty percent (20%) of all the Units entitled to vote at the meeting. Such request shall state the purpose or purposes of the meeting and shall be delivered to the Secretary of the Company. Actions Without Meeting. Any action required to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all of the Members and included in minutes or filed with the Company records. Such consent shall have the same effect as a unanimous vote of the Members. Notice of Meetings. The Company shall provide written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, not less than ten (10) before the date of the meeting, either personally, by mail or other method of delivery, or by electronic means, to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with first class postage thereon prepaid. If notice is sent by facsimile or other electronic means, such notice shall be deemed delivered when the transmission thereof is completed by the sender. When any annual or special meeting of Members is adjourned to a new time, date or place, and the new time, date or place is announced at the adjourned meeting, then no notice to the Members of the new time, date or place shall be required unless such time or date is more than one hundred twenty (120) days after the date fixed for the original meeting. Waiver of Notice. A Member may waive any notice required by this Agreement before or after the date and time stated in the notice. The waiver shall be in writing, be signed by the Member entitled to the notice and be delivered to the Company. A Member’s attendance at a meeting shall waive objection to lack of notice or defective notice of the meeting, unless the Member at the beginning (or promptly upon his or her arrival) of the meeting objects to holding the meeting or transacting business at the meeting. A Member’s attendance at a meeting shall be deemed a waiver of any objection to the consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented. Proxies. At all meetings of Members, a Member may vote in person or by a proxy. A Member, or the Member’s attorney-in-fact, may appoint a proxy to vote or otherwise act for the Member by signing an appointment form or by an electronic transmission. An electronic transmission shall contain, or be accompanied by, information from which one can determine that the Member, the Member’s agent, or the Member’s attorney-in-fact authorized the electronic transmission. An appointment of a proxy shall be effective when a signed appointment form or an electronic transmission of the appointment is received by the Secretary of the Company, or other officer or agent authorized to tabulate votes. A proxy, unless it conspicuously states that it is irrevocable and the appointment is coupled with an interest, may be revoked by the Member by delivering written notice of revocation to the Secretary of the Company, or other officer or agent authorized to tabulate votes, prior to the establishment of a quorum at the meeting. No proxy shall be valid for more than eleven (11) months unless such longer period is expressly provided in the proxy appointment form. Telephonic Meetings. Members may participate in any meeting of the Members by means of conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear one another simultaneously. Participation in this manner shall constitute presence in person at a meeting of the Members. Quorum and Voting Requirements. A majority of the outstanding Units entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of Members. The Members present at a duly organized meeting can continue to do business for the remainder of the meeting and for any adjournment thereof, notwithstanding the withdrawal of enough Members to leave less than a quorum, unless a new record date is or must be set for that adjourned meeting. Once a quorum is present at any meeting, action on a matter (other than where otherwise required by law) shall be approved if the votes cast for the action exceed the votes cast opposing the action (i.e., the action on a matter is approved by a majority of the votes cast at a meeting at which a quorum is present). Representations and Warranties. Each Member hereby represents and warrants to the Company and to each other Member that: (a) if the Member is a corporation, it is duly organized, validly existing, and (if applicable) in good standing under the law of the state of its incorporation and is duly qualified and (if applicable) in good standing as a foreign corporation in the jurisdiction of its principal place of business (if not incorporated therein); (b) if the Member is a limited liability company, it is duly organized, validly existing, and (if applicable) in good standing under the law of the state of its organization and is duly qualified and (if applicable) in good standing as a foreign limited liability company in the jurisdiction of its principal place of business (if not organized therein); (c) if the Member is a partnership, trust, or other entity, it is duly formed, validly existing, and (if applicable) in good standing under the law of the state of its formation, and if required by law is duly qualified to do business and (if applicable) in good standing in the jurisdiction of its principal place of business (if not formed therein) and the representations and warranties in clauses (a)-(c), as applicable, are true and correct with respect to each partner, trustee, or other member thereof; (d) the Member has full corporate, trust, or other applicable power and authority to execute and agree to this Agreement and to perform its obligations hereunder and all necessary actions by the Board, Members, members, trustees, beneficiaries, partners or other Persons necessary for the due authorization, execution, delivery, and performance of this Agreement by the Member have been duly taken; (e) the Member has duly executed and delivered this Agreement; (f) the Member’s authorization, execution, delivery, and performance of this Agreement does not conflict with (i) any law, rule or court order applicable to the Member, (ii) the Member’s articles of incorporation, bylaws, partnership agreement, operating agreement or articles of organization, or (iii) any other agreement or arrangement to which the Member is a party or by which it is bound; (g) the Member is acquiring its Interest for its own account for investment and not with a view to the resale or distribution thereof; (h) the Member has, alone or together with its purchaser representative (if any), such knowledge and experience in financial matters that it is capable of evaluating the relative risks and merits of this investment; (i) the Member has adequate means of providing for its current needs and contingencies and has no need for liquidity in this investment; (j) all documents and records requested by the Member have been delivered or made available to it, it has had the opportunity to ask questions of the Board, and the Member’s investment decision is based upon its own investigation and analysis and not the representations or inducements of any Person, and (k) the Member understands that the Interests have not been, and will not be registered under the Securities Act of 1933, as amended, in reliance upon applicable exemptions from registration.
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