Common use of Action by Members Without a Meeting Clause in Contracts

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein were present and voted shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action Directors may be taken elected or removed without a meeting, without prior notice and without a vote, if meeting by a consent or consents in writing, setting forth the action so taken taken, signed by Members entitled to elect or remove Directors in accordance with Section 4.3; in addition, a Director may be elected at any time to fill a vacancy by a written consent signed by Members entitled to elect or remove Directors in accordance with Section 4.3. Notice of such election shall be promptly given to nonconsenting Members. Any other action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Members, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein thereon were present and voted voted. All such consents shall be delivered to filed with the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office secretary of the Company and shall be by hand or by certified or registered mailmaintained in the Company’s records. Unless the consents of all Members entitled to vote have been solicited in writing, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent prompt notice shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice given of the taking of the any action approved by Members without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing. Unless the Board of Directors sets a record date for the determination of Members entitled to notice of and to give such written consent, the record date for such determination shall be the day on which the first written consent is given. Any Member giving a written consent, or the Member’s proxyholders, or a personal representative of the Member or their respective proxyholders, may revoke the consent by a writing but who would received by the secretary prior to the time that written consents of the number of votes required to authorize the proposed action have been entitled to vote thereon had filed with the secretary, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary or, if there shall be no person then holding such action been taken at a meetingoffice, upon its receipt by any other officer or Director of the Company.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action The Manager may be taken elected or removed without a meeting, without prior notice and without a vote, if meeting by a consent or consents in writing, setting forth the action so taken taken, signed by Members having not less than the minimum number of votes that would be necessary to elect or remove such Manager in accordance with Section 4.6; in addition, a Manager may be elected at any time to fill a vacancy by a written consent signed by Class A Members having not less than the minimum number of votes that would be necessary to elect such Manager in accordance with Section 4.6. Notice of such election shall be promptly given to non-consenting Members. Any other action which, under any provision of the Act or the Articles of Organization or this Agreement, may be taken at a meeting of the Members, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein thereon were present and voted voted. All such consents shall be delivered to filed with the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office secretary of the Company and shall be by hand or by certified or registered mailmaintained in the Company’s records. Unless the consents of all Members entitled to vote have been solicited in writing, return receipt requested. then (bi) Every written consent shall bear the date notice of signature any proposed Member approval of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days any of the earliest dated consent delivered matters set forth in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action 3.5.2 without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing but who would have been at least five days before the consummation of the action authorized by such approval, and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent to those Members entitled to vote thereon had who have not consented in writing. Any Member giving a written consent, or the Member’s proxy-holders, or a personal representative of the Member or their respective proxy-holders, may revoke the consent by a writing received by the secretary prior to the time that written consents of the number of votes required to authorize the proposed action have been filed with the secretary, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary or, if there shall be no person then holding such action been taken at a meetingoffice, upon its receipt by any other officer or Manager of the Company.

Action by Members Without a Meeting. (a) Whenever the Members Any other action which, under any provision of the Company are required Act or permitted to take any action by votethe Certificate of Formation or this Agreement that may be taken at a meeting of the Members, such action may be taken without a meeting, without prior notice and without a vote, if notice except as hereinafter set forth. If a consent or consents in writing, setting forth the action so taken shall be taken, is signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein thereon were present and voted voted. All such consents shall be delivered to filed with the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office secretary of the Company and shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered maintained in the manner required by this Section Company's records. Unless the consents of all Members entitled to the Companyvote have been solicited in writing, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. then (ci) Prompt notice of the taking of the action any proposed Member approval without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing but who would have been at least five (5) days before the consummation of the action authorized by such approval, and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent to those Members entitled to vote thereon had who have not consented in writing. Any Member giving a written consent, or the Member's proxyholders, or a personal representative of the Member or their respective proxyholders, may revoke the consent by a writing received by the secretary prior to the time that written consents of the number of votes required to authorize the proposed action have been filed with the secretary, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary or, if there shall be no person then holding such action been taken at a meetingoffice, upon its receipt by any other officer or Manager of the Company.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action The Manager may be taken elected or removed without a meeting, without prior notice and without a vote, if meeting by a consent or consents in writing, setting forth the action so taken taken, signed by Members having not less than the minimum number of votes that would be necessary to elect or remove such Manager in accordance with Section 4.6; in addition, a Manager may be elected at any time to fill a vacancy by a written consent signed by Class B Member having not less than the minimum number of votes that would be necessary to elect such Manager in accordance with Section 4.6. Notice of such election shall be promptly given to non-consenting Members. Any other action which, under any provision of the Act or the Articles of Organization or this Agreement, may be taken at a meeting of the Members, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein thereon were present and voted voted. All such consents shall be delivered to filed with the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office secretary of the Company and shall be by hand or by certified or registered mailmaintained in the Company’s records. Unless the consents of all Members entitled to vote have been solicited in writing, return receipt requested. then (bi) Every written consent shall bear the date notice of signature any proposed Member approval of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days any of the earliest dated consent delivered matters set forth in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action subsection 3.5.2 without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.least five

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without vote following ten days' prior written notice and without a voteto all Members, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' or agent of the CompanyCompany having custody of the Records. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 6.10 to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, Company at its principal place of business or directly to a Manager, employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of the Company or to such Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have has not consented in writing but who which would have been entitled to vote thereon had such action been taken at a meeting.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action Directors may be taken elected or removed without a meeting, without prior notice and without a vote, if meeting by a consent or consents in writing, setting forth the action so taken taken, signed by Members entitled to elect or remove Directors in accordance with Section 4.3. In addition, a Director may be elected at any time to fill a vacancy by a written consent signed by Members entitled to elect or remove Directors in accordance with Section 4.3. Notice of any such election or removal shall be promptly given to all other Members. Any other action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Members, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein thereon were present and voted voted. All such consents shall be delivered to filed with the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office secretary of the Company and shall be by hand or by certified or registered mail, return receipt requested.maintained in the Company's records. Unless the consents of all Members entitled to vote have been solicited in writing: (ba) Every written consent shall bear the date Notice of signature any proposed Member approval of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days any of the earliest dated consent delivered matters set forth in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c3.2(b) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing but who would have been at least ten (10) days before the consummation of the action authorized by such approval; and (b) Prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent to those Members entitled to vote thereon had who have not consented in writing. Unless, a record date has been fixed for the determination of Members entitled to notice of and to give such written consent, the record date for such determination shall be the day on which the first written consent is given. Any Member giving a written consent, or the Member's proxy holders, or a personal representative of the Member or their respective proxyholders, may revoke the consent by a writing received by the secretary prior to the time that written consents of the number of votes required to authorize the proposed action have been taken at a meetingfiled with the secretary, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary or, if there shall be no person then holding such office, upon its receipt by any other officer or Director of the Company.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of or Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action The Manager may be taken elected or removed without a meeting, without prior notice and without a vote, if meeting by a consent or consents in writing, setting forth the action so taken taken, signed by Members having not less than the minimum number of votes that would be necessary to elect or remove such Manager in accordance with Section 4.6; in addition, a Manager may be elected at any time to fill a vacancy by a written consent signed by Class B Member having not less than the minimum number of votes that would be necessary to elect such Manager in accordance with Section 4.6. Notice of such election shall be promptly given to non-consenting Members. Any other action which, under any provision of the Act or the Certificate of Formation or this Agreement, may be taken at a meeting of the Members, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein thereon were present and voted voted. All such consents shall be delivered to filed with the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office secretary of the Company and shall be by hand or by certified or registered mailmaintained in the Company’s records. Unless the consents of all Members entitled to vote have been solicited in writing, return receipt requested. then (bi) Every written consent shall bear the date notice of signature any proposed Member approval of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days any of the earliest dated consent delivered matters set forth in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action subsection 3.5.2 without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.least five

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action The Manager may be taken elected or removed without a meeting, without prior notice and without a vote, if meeting by a consent or consents in writing, setting forth the action so taken taken, signed by Members having not less than the minimum number of votes that would be necessary to elect or remove such Manager in accordance with Section 4.6; in addition, a Manager may be elected at any time to fill a vacancy by a written consent signed by Class B Members having not less than the minimum number of votes that would be necessary to elect such Manager in accordance with Section 4.6. Notice of such election shall be promptly given to non-consenting Members. Any other action which, under any provision of the Act or the Articles of Organization or this Agreement, may be taken at a meeting of the Members, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein thereon were present and voted voted. All such consents shall be delivered to filed with the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office secretary of the Company and shall be by hand or by certified or registered mailmaintained in the Company’s records. Unless the consents of all Members entitled to vote have been solicited in writing, return receipt requested. then (bi) Every written consent shall bear the date notice of signature any proposed Member approval of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days any of the earliest dated consent delivered matters set forth in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action 3.5.2 without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing but who would have been at least five days before the consummation of the action authorized by such approval, and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent to those Members entitled to vote thereon had who have not consented in writing. Any Member giving a written consent, or the Member’s proxy-holders, or a personal representative of the Member or their respective proxy-holders, may revoke the consent by a writing received by the secretary prior to the time that written consents of the number of votes required to authorize the proposed action have been filed with the secretary, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary or, if there shall be no person then holding such action been taken at a meetingoffice, upon its receipt by any other officer or Manager of the Company.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action The Manager may be taken elected or removed without a meeting, without prior notice and without a vote, if meeting by a consent or consents in writing, setting forth the action so taken taken, signed by Members having not less than the minimum number of votes that would be necessary to elect or remove such Manager in accordance with Section 4.06; in addition, a Manager may be elected at any time to fill a vacancy by a written consent signed by Class B Member having not less than the minimum number of votes that would be necessary to elect such Manager in accordance with Section 4.06. Notice of such election shall be promptly given to non-consenting Members. (a) Any other action which, under any provision of the Act or the Articles of Organization or this Agreement, may be taken at a meeting of the Members, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein thereon were present and voted voted. All such consents shall be delivered to filed with the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office secretary of the Company and shall be by hand or by certified or registered mailmaintained in the Company’s records. Unless the consents of all Members entitled to vote have been solicited in writing, return receipt requested. then (bi) Every written consent shall bear the date notice of signature any proposed Member approval of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days any of the earliest dated consent delivered matters set forth in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c3.05(b) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing but who would have been at least five (5) days before the consummation of the action authorized by such approval, and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent to those Members entitled to vote thereon had who have not consented in writing. (b) Any Member giving a written consent, or the Member’s proxyholders, or a personal representative of the Member or their respective proxyholders, may revoke the consent by a writing received by the secretary prior to the time that written consents of the number of votes required to authorize the proposed action have been filed with the secretary, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary or, if there shall be no person then holding such action been taken at a meetingoffice, upon its receipt by any other officer or Manager of the Company.

Action by Members Without a Meeting. (a) Whenever the Members Any other action which , under any provision of the Company are required Act or permitted to take any action by votethe Certificate of Formation or this Agreement that may be taken at a meeting of the Members, such action may be taken without a meeting, without prior notice and without a vote, if notice except as hereinafter set forth. If a consent or consents in writing, setting forth the action so taken shall be taken, is signed by the Members who hold the voting interests have not less than the minimum number of votes that would be necessary to authorize or take such action at Class B Member and a meeting at which all majority in interest of the Class A Members. All such consents shall be filed with the secretary of the Company and shall be maintained in the Company’s records. Unless the consents of all Members entitled to vote therein were present and voted shall be delivered to the office of the Companyhave been solicited in writing, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. then (bi) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action any proposed Member approval without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing but who would have been at least five (5) days before the consummation of the action authorized by such approval, and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent to those Members entitled to vote thereon had who have not consented in writing. Any Member giving a written consent, or the Member’s proxyholders, or a personal representative of the Member or their respective proxyholders, may revoke the consent by a writing received by the secretary prior to the time that written consents of the number of votes required to authorize the proposed action have been filed with the secretary, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary or, if there shall be no person then holding such action been taken at a meetingoffice, upon its receipt by any other officer or Manager of the Company.

Action by Members Without a Meeting. (a) 5.6.1. Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent . All consents or consents in writing, setting forth the action so taken taken, shall be signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein were present and voted voted. Such consents shall be delivered to the office of the Company, at its principal place of business business, or a Managerto the Managing Member, employee or' employee, or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) 5.6.2. Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section Article to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Managerthe Managing Member, employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of Managerthe Managing Member, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) 5.6.3. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action Directors may be taken elected or removed without a meeting, without prior notice and without a vote, if meeting by a consent or consents in writing, setting forth the action so taken taken, signed by Members entitled to elect or remove Directors in accordance with Section 4.3; in addition, a Director may be elected at any time to fill a vacancy by a written consent signed by Members entitled to elect or remove Directors in accordance with Section 4.3. Notice of such election shall be promptly given to nonconsenting Members. Any other action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Members, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein thereon were present and voted voted. All such consents shall be delivered to filed with the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office secretary of the Company and shall be by hand or by certified or registered mailmaintained in the Company's records. Unless the consents of all Members entitled to vote have been solicited in writing, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent prompt notice shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice given of the taking of the any action approved by Members without a meeting by less than unanimous written consent shall be given to each Member those Members entitled to vote who have not consented in writing. Unless the Board of Directors sets a record date for the determination of Members entitled to notice of and to give such written consent, the record date for such determination shall be the day on which the first written consent is given. Any Member giving a written consent, or the Member's proxyholders, or a personal representative of the Member or their respective proxyholders, may revoke the consent by a writing but who would received by the secretary prior to the time that written consents of the number of votes required to authorize the proposed action have been entitled to vote thereon had filed with the secretary, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary or, if there shall be no person then holding such action been taken at a meetingoffice, upon its receipt by any other officer or Director of the Company.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, an employee or' or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, an employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, or employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have has not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Members who hold the voting interests have having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote therein were present and voted and shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' or agent of the Company. Delivery made to the office of the Company shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent shall be effective to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company Company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to each Member who have has not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Action by Members Without a Meeting. (a) Whenever the Members of the Company are Any action required or permitted to take any action be taken by votevote or at a meeting of Members, such action the Common Members or the Preferred Members may be taken without a meeting, without prior notice and without a vote, meeting if a consent or consents in writing, setting forth the action so taken shall be is evidenced by one or more written consents describing the action taken, circulated to all the Members, the Common Members or the Preferred Members, as the case may be, signed by the Members who hold the voting interests have not less than the minimum that percentage or number of votes that would be necessary the Members, the Common Members or the Preferred Members, as the case may be, holding Units required to authorize take or take approve the action. Any such action at a meeting at which all of the Members entitled to vote therein were present and voted written consents shall be delivered to the office of the Company, its principal place of business or a Manager, employee or' agent of the Company. Delivery made to the office Secretary of the Company shall be (or other Managing Person duly authorized by hand the Board) of the Company for inclusion in the minutes or for filing with the Company records. Action taken by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each Member who signs the consent, and no written consent under this Section shall be effective on the date the required percentage or number of the Members, the Common Members or the Preferred Members, as the case may be, holding Units have signed and delivered the consent to the Secretary of the Company (or other Managing Person duly authorized by the Board), unless the consent specifies a different effective date. The record date for determining Members, the Common Members or the Preferred Members, as the case may be, entitled to take the action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section to the Company, written consents signed by a sufficient number of Members to take the action are delivered to the office of the Company, its principal place of business or a Manager, employee or agent of the company having custody of the records of the Company. Delivery made to such office, principal place of business of Manager, employee or agent shall be by hand or by certified or registered mail, return receipt requested. (c) Prompt notice of the taking of the action without a meeting by less than unanimous shall be the date the written consent shall be given is circulated to each Member who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meetingthe Members, the Common Members or the Preferred Members, as the case may be.