Common use of Conduct of a Meeting; Member Lists Clause in Contracts

Conduct of a Meeting; Member Lists. (a) The Board shall have full power and authority concerning the manner of conducting any meeting of the Members, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of this Article XIV, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Board may make such other rules and regulations consistent with applicable Law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Members, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies and other evidence of the right to vote. Except to the extent inconsistent with the rules and regulations adopted by the Board, the chairman of the meeting shall have the right and authority to convene and recess and/or adjourn (whether or not a quorum is present and for any reason or no reason) the meeting, to prescribe such rules, regulations, and procedures, and to do all such acts as, in the judgment of the chairman of the meeting, are appropriate for proper conduct of the meeting and safety of those in attendance. All minutes shall be kept with the records of the Company maintained by the Board. Such rules, regulations, or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include (i) the establishment of an agenda or order of business for the meeting; (ii) regulating the opening and closing of the polls for balloting and matters that are to be voted on by ballot; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to Members entitled to vote at the meeting, their duly authorized and constituted proxies or such other Persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; (vi) limitations on the time allotted to questions or comments by participants; and (vii) restrictions on the use of any photographic or audio or video recording devices (including cellular phones) at the meeting. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of Members are not required to be held in accordance with the rules of parliamentary procedure. (b) No later than the tenth day before each meeting of Members, a complete list of Members entitled to vote at any meeting of Members, arranged in alphabetical order for each class or series of Shares, shall be open to the examination of any Member, for any purpose germane to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours at the principal place of business of the Company. In the event that the Company determines to make the list available on an electronic network, the Company shall take reasonable steps to ensure that such information is available only to Members of the Company.