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

Meetings of the Board of Managers. (a) Meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time and at such place in the United States of America as the Board of Managers may designate. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual meeting of the Board of Managers shall be sent to each Manager forthwith after being passed, and no other notice shall be required for any such annual meeting. (d) Special meetings of the Board of Managers shall be held on the call of any one Manager upon at least two days' written notice to each other Manager, or upon such shorter notice as may be approved by all the Managers. Any Manager may waive such notice as to himself or herself. (e) Attendance of a Manager at any meeting of Managers shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meeting. (f) A majority of the number of Managers must be present to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present at any meeting of the Board of Managers, then the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (g) Any material matter that is to be voted on, consented to or approved by the Board of Managers shall be taken at a meeting. The Board of Managers is expressly prohibited from taking any material action without a meeting. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requests.

Meetings of the Board of Managers. (a) Meetings of Managers the board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall be held at the principal place of business of the Company or at such other place as may be designated in the United States notice or waivers of America. (b) The Board notice of Managers shall meet at such time and at such place in the United States of America as the Board of Managers may designate. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after as determined by the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meetingboard of managers. A copy Notice of any resolution of Managers fixing the place and time of an annual meeting of the Board board of Managers managers shall be sent to each Manager forthwith after being passed, given no fewer than ten (10) Business Days and no other notice shall be required for any such annual meeting. more than twenty (d20) Special meetings Business Days prior to the date of the Board of Managers shall be held on the call of any one Manager upon at least two days' written notice to each other Manager, or upon such shorter notice as may be approved by all the Managersmeeting. Any Manager may waive such notice as to himself or herself. (e) Attendance The attendance of a Manager manager at any meeting of Managers shall constitute a waiver of notice of such meeting, except where a Manager manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that because the meeting is not lawfully called or convened. Neither Unless specifically prohibited by the business to be transacted at, nor Certificate or the purpose ofAct, any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meeting. (f) A majority of the number of Managers must be present action required to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present at any meeting of the Board of Managers, then the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (g) Any material matter that is to be voted on, consented to or approved by the Board of Managers shall be taken at a meeting. The Board meeting of Managers is expressly prohibited from taking the board of managers, or any material other action which may be taken at a meeting of the board of managers, may be taken without a meeting. meeting if a consent in writing, setting forth the action so taken, shall be signed by (hi) The Board the managers having not less than the minimum number of Managers votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall keep regular detailed minutes of its proceedings, and have the same shall effect as if such action had been taken at a duly called meeting of the managers and may be recorded stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requestsmeeting can hear and speak with each other.

Meetings of the Board of Managers. (a) Meetings Regular meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time and at such place in the United States of America as the Board of Managers may designate. Meetings be held at such place, within or without the State of Delaware, as shall from time to time be determined by the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meetingManagers. A copy of any resolution of Managers fixing the place and time of an annual meeting of the Board of Managers shall be sent to each Manager forthwith after being passed, and no other notice shall be required for any such annual meeting. (d) Special meetings of the Board of Managers may be called by or at the request of (i) any Darling Manager, (ii) any Valero Manager or (iii) the President and in any event shall be held on called by the call President upon the written request of any one at least a majority of the Managers. Notice of each such meeting shall be mailed to each Manager, addressed to such Manager upon at his or her residence or usual place of business, at least two days' written notice Business Days before the date on which the meeting is to each other Managerbe held, or upon shall be sent to such shorter notice as may be approved Manager at such place by all telecopier or other form of electronic transmittal customarily used for communication between the Managers. Any Company and such Manager may waive that permits retention of an electronic copy of such notice as and verification of receipt, or delivered personally, not later than two Business Days (or, in the case of meetings held by telephone, one Business Day) before the day on which such meeting is to himself be held. Each such notice shall state the time and place of the meeting and, in the case of a special meeting, the purposes thereof. A written waiver of notice, signed by the Manager or herselfManagers entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. (ei) Attendance Unless otherwise required by Applicable Law or this Agreement, the presence in person or by proxy of Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled) shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Managers present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of Managers, a quorum being present, all matters shall be decided by the affirmative vote of the Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled), except as otherwise required by Applicable Law or by this Agreement. If a quorum does not exist solely due to the refusal or unwillingness of any Darling Manager or Valero Manager to be present at the applicable meeting and such meeting is adjourned until a later date, then following the failure of any of such Member’s designated Managers to appear at such adjourned meeting the other Member may thereafter initiate the deadlock procedures set forth in Section 5.8. (ii) Any Manager or any member of a committee of the Board of Managers who is present at a meeting shall constitute a waiver of be conclusively presumed to have waived notice of such meeting, meeting except where a when such Manager or member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that because the meeting is not lawfully called or convened. Neither Such Manager or member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the business minutes of the meeting or unless his or her written dissent to such action shall be transacted at, nor filed with the purpose of, person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to any regular such Manager or special meeting member who voted in favor of such action. (iii) Members of the Board of Managers need be specified and any committee thereof may participate in the notice or waiver of notice of such meeting. (f) A majority of the number of Managers must be present to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present and act at any meeting of Managers or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 6.1(d) shall constitute a quorum. If a quorum shall not presence in person at the meeting. (iv) Unless otherwise restricted by this Agreement or the Delaware Act, any action required or permitted to be present taken at any meeting of the Board of Managers, then or of any committee thereof, may be taken without a meeting if the entire Board of Managers or committee thereof, as the case may be, consents thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Managers or such committee. (v) Each Manager entitled to vote at a meeting of the Board of Managers or any committee thereof or to express consent or dissent to any action in writing without a meeting may authorize another person to act for such Manager by written proxy executed by such Manager and setting forth the date of execution, but no such proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period. At each meeting of the Board of Managers or any committee thereof, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the Secretary or a person designated by the Secretary, and no votes may be submitted under a proxy that has been found to be invalid or irregular after the Manager giving such proxy has had a reasonable opportunity to cure any defect. (vi) The minutes of each meeting of the Board of Managers or any committee thereof shall include the names of all persons present and any determination made by the Managers thereat. The minutes of each such meeting shall be deemed to be correct as and when approved by the applicable Managers. The minutes of each meeting shall be voted upon for approval by the Managers no later than at the next succeeding meeting; provided that only the Managers who were present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum which such minutes relate shall be presententitled to vote on the approval or correction thereof. (g) Any material matter that is to be voted on, consented to or approved by the Board of Managers shall be taken at a meeting. The Board of Managers is expressly prohibited from taking any material action without a meeting. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requests.

Meetings of the Board of Managers. (a) There is no requirement to hold regular or other meetings of the Board of Managers. Meetings of Managers the Board of Managers, to be held at the offices of the Company (or such other place as shall be held in agreed by majority vote of the United States of America. (b) The Board of Managers Managers), shall meet be called at the direction of the Chair, the Chief Executive Officer, or by majority vote of the Board of Managers, and for reasonable cause shown any Board Member (which is understood to include, without limitation, any meeting called by a Board Member to review any determination made by the Company pursuant to this Agreement), upon not less than two (2) Business Days’ notice given by the Chair, the Chief Executive Officer or the Secretary of the Company (which Officers shall give such notice if properly directed so to do as aforesaid) to all Board Members in writing or by telephone, electronic (including email) or facsimile transmission. Any such notice shall state the place, date and time of the meeting and specify in reasonable detail the agenda of matters to be discussed at such time and at such place in meeting. In addition to any Board Member, the United States Members, the officers, directors, employees or other professional representatives of America as the Company (including the accountants, attorneys and/or financial advisors) shall be permitted to attend meetings of the Board of Managers may designateas observers upon invitation of a Board Member. Meetings of the Board of Managers shall only may be held in person. (c) The Board of Managers shall call an annual meeting designating conjunction with the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual meeting of the board of directors of the Class A Holder. Notice of a meeting need not be given to any Board Member who submits a signed waiver of Managers notice, in person or by proxy, whether before, at or after the meeting. All such waivers shall be sent to each Manager forthwith after being passed, and no other notice shall be required for any such annual meeting. (d) Special meetings filed with the Company records or made part of the Board minutes of Managers shall be held on the call of any one Manager upon at least two days' written notice to each other Manager, or upon such shorter notice as may be approved by all the Managersapplicable meeting. Any Manager may waive such notice as to himself or herself. (e) Attendance The attendance of a Manager Board Member at any a meeting without protesting the lack of Managers proper notice shall constitute a waiver of notice of by such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meetingMember. (f) A majority of the number of Managers must be present to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present at any meeting of the Board of Managers, then the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (g) Any material matter that is to be voted on, consented to or approved by the Board of Managers shall be taken at a meeting. The Board of Managers is expressly prohibited from taking any material action without a meeting. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requests.

Meetings of the Board of Managers. (a) Meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time and at such place in the United States of America as the Board of Managers may designate. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual first meeting of the Board of Managers shall be sent to each Manager forthwith after being passed, held at such time and place as shall be fixed by the vote of the Members and no other notice of such meeting shall be required necessary to the newly elected managers in order to legally constitute the meeting, provided a quorum shall be present. In the event of the failure of the Members to fix the time or place of such first meeting of the newly elected Board of Managers, or in the event such meeting is not held at the time and place so fixed by the Members, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for any such annual meetingspecial meetings of the Board of Managers, or as shall be specified in a written waiver signed by all members of the Board of Managers. (db) Regular meetings of the Board of Managers may be held without notice at such time and such place as from time to time shall be determined by the Board of Managers, but in any event shall be held at least annually. (c) Special meetings of the Board of Managers shall may be held called by the president or any Member on the call of any one Manager upon at least two days' written hours notice to each other Managermember of the Board of Managers, either personally or upon such shorter notice as may by mail, electronic mail, by telegram or by facsimile. (d) At all meetings of the Board of Managers an equal number of representatives of CCSI and WGC (which could be approved by all one representative of each of CCSI and WGC) shall constitute a quorum for the transaction of business and the act of a majority of the Board of Managers present at any meeting at which there is a quorum shall be the act of the Board of Managers. Any Manager If there is an unequal number of representatives present, one or more representative may waive such notice abstain so as to himself or herselfcreate any equal number. (e) Attendance Unless otherwise restricted by the Certificate of a Manager at Formation or this Agreement, any meeting of Managers shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called action required or convened. Neither the business permitted to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meeting. (f) A majority of the number of Managers must be present to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present taken at any meeting of the Board of Managers, then the Managers present at the may be taken without a meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (g) Any material matter that is to be voted on, consented to or approved by if all members of the Board of Managers shall be taken at a meeting. The Board consent thereto in writing and the writing or writings are filed with the minutes of Managers is expressly prohibited from taking any material action without a meetingthe Company. (hf) The Board Unless otherwise restricted by the Certificate of Managers shall keep regular detailed minutes Formation or this Agreement, members of its proceedings, and the same shall be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if may participate in a meeting of the Board of Managers so requestsby means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Meetings of the Board of Managers. (a) Meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time hold regular meetings no less frequently than once every Fiscal Quarter and at such place the Chairman shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 6.2(c) below) and adopt rules or procedures consistent with the United States terms of America as this Agreement. Unless otherwise approved by the Board of Managers may designate. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual Chairman, each regular meeting of the Board of Managers shall will be sent to each Manager forthwith after being passed, and no other notice shall be required for any such annual meetingheld at the Company’s principal place of business. (db) At all meetings of the Board of Managers, the presence of at least one Manager appointed by Central Soya and one Manager appointed by DuPont shall be necessary to constitute a quorum for the transaction of business and, except as otherwise provided in this Agreement (including, without limitation, Section 6.1(k)(i) hereof), the Board of Managers shall act by the majority vote of the Managers at any meeting at which a quorum is present. Notwithstanding the foregoing, if a quorum shall not be present at any meeting of the Board of Managers, the Managers present thereat may adjourn and reschedule the meeting to a date no earlier than five (5) days thereafter with notice in accordance with Section 6.2(c). At the rescheduled meeting, the Managers present thereat shall constitute a quorum for the transaction of business. (c) Special meetings of the Board of Managers may be called only by the Chairman. Notice of each such meeting shall be held given to each Manager on the call Board of any one Manager upon Managers by telephone, telecopy, telegram or similar method (in each case, notice shall be given at least seventy-two days' written (72) hours before the time of the meeting) or sent by first-class mail (in which case notice shall be given at least five (5) days before the meeting), unless a longer notice period is established by the Board of Managers. Each such notice shall state (i) the time, date, place (which shall be at the principal office of the Company unless otherwise agreed to each by all Managers) or other Manager, or upon means of conducting such shorter meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice as may be considered at any special meeting unless unanimously approved by all the Managers. Any Manager may waive notice of any meeting in writing before, at, or after such notice as to himself or herself. (e) Attendance meeting. The attendance of a Manager at any a meeting of Managers shall constitute a waiver of notice of such meeting, except where when a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that because the meeting is was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meetingproperly called. (fd) A majority of the number of Managers must Any action required to be present to constitute taken at a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present at any meeting of the Board of Managers, then or any action that may be taken at a meeting of the Managers present Board of Managers, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting may adjourn the can hear each other. Participation in such a meeting from time to time, without notice other than announcement shall constitute presence in person at the such meeting, until a quorum shall be present. (ge) Any material matter Notwithstanding anything to the contrary in this Section 6.2, the Board of Managers may take without a meeting any action that is to may be voted on, consented to or approved taken by the Board of Managers shall be taken at a meeting. The Board of Managers under this Agreement if such action is expressly prohibited from taking any material action without a meeting. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and approved by the same shall be recorded in the minute book unanimous written consent of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requestsManagers.

Meetings of the Board of Managers. (a) Meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time hold regular meetings no less frequently than once every quarter during the Fiscal Year and at such place shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 5.2(b)) and adopt rules or procedures consistent with the United States terms of America as the Board of Managers may designatethis Agreement. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual Each regular meeting of the Board of Managers will be held at the Company’s principal place of business, or at such location as may be determined by the Chairman. At such meetings the Board of Managers shall transact such business as may properly be sent to each Manager forthwith after being passedbrought before the meeting, and no other whether or not notice shall be required for any of such annual meeting referenced the action taken at such meeting. (db) Special meetings of the Board of Managers may be called by the Chairman or by a majority of the Managers. The call shall state the location of the meeting and the nature of the business to be transacted. Notice of each such meeting shall be held on the call of any one given to each Manager upon by telephone, telecopy, telegram or similar method or sent by reputable overnight delivery service at least two days' written 24 hours before the meeting, unless a longer notice to each period is established by the Board of Managers. No actions other Manager, or upon such shorter than those specified in the notice as may be considered at any special meeting unless unanimously approved by all the Managers. Any Manager may waive notice of, or the taking of any action at, any meeting in writing before, at, or after such notice as to himself or herself. (e) Attendance meeting. The attendance of a Manager at any a meeting of Managers shall constitute a waiver of notice of such meeting, except where when a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that because the meeting is was not lawfully called properly called. (c) Any one or convened. Neither more members of the business to be transacted at, nor the purpose of, Board of Managers or any regular or special committee thereof may participate in a meeting of the Board of Managers need be specified or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the notice or waiver of notice of meeting can hear each other. Participation by such means shall constitute presence in person at a meeting. (fd) A majority of the number of Managers must be present to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present at At any meeting of the Board of Managers, then the that number of Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (g) Any material matter that is to be voted on, consented to or approved required for action by the Board of Managers shall constitute a quorum. A Manager expecting to be taken at absent from a meeting. The Board of Managers is expressly prohibited from taking any material action without meeting shall be entitled to designate a meetingproxy to act in his or her stead. (he) The Board of Managers shall keep regular detailed minutes of its proceedingsNotwithstanding anything to the contrary in this Section 5.2, and the same shall any action required or permitted to be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for taken by the Board of Managers or any committee thereof may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by the number of members of the Board of Managers so requestsor such committee, as the case may be, 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 members of the Board of Managers or such committee entitled to vote thereon were present and voted, and the writing or writings are filed with the minutes of the proceedings of the Board of Managers or such committee, as the case may be.

Meetings of the Board of Managers. (a) Meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time hold regular meetings and at such place shall establish meeting times, dates, and places, and requisite notice requirements (not shorter than those provided in Section 3.2(b)), and adopt rules or procedures consistent with the United States terms of America as this Agreement. Unless otherwise approved by the Board of Managers may designate. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual writing, each regular meeting of the Board of Managers will be held at the principal place of business of the Company. The Chairman shall be sent preside at all meetings of the Board of Managers. If the Chairman is absent at any meeting of the Board of Managers, a majority of the Managers present shall designate a Manager to each Manager forthwith after being passed, and no other notice shall be required serve as interim chairman for any such annual that meeting. (db) Special meetings of the Board of Managers may be called by any Manager then holding office. Notice of each such meeting shall be held on the call of any one given to each Manager upon by telephone, telecopy, PDF e-mail or similar method (in each case, notice shall be given at least two days' written three 3 hours before the time of the meeting) or sent by overnight courier service (in which case notice shall be given at least seven 7 days before the meeting), unless a longer notice period is established by the Board of Managers. Each such notice shall state: (i) the time, date, place (which shall be at the principal place of business of the Company unless otherwise agreed to each other Managerby the Board of Managers), or upon other means of conducting such shorter meeting; and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice as may be considered at any special meeting unless unanimously approved by all the Managers. Any Manager may waive notice of any meeting in writing before, at, or after such notice as to himself or herself. (e) Attendance meeting. The attendance of a Manager at any a meeting of Managers shall constitute a waiver of notice of such meeting, except where when a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that because the meeting is was not lawfully called or convenedproperly called. Neither At all meetings of the Board of Managers, business to shall be transacted at, nor the purpose of, any regular or special meeting in such order as shall from time to time be determined by resolution of the Board of Managers need be specified in or the notice or waiver of notice of such meetingChairman. (fc) A majority of the number of Managers must Any action required to be present to constitute taken at a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present at any meeting of the Board of Managers, then or any action that may be taken at a meeting of the Managers present Board of Managers, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting may adjourn the can hear each other. Participation in such a meeting from time to time, without notice other than announcement shall constitute presence in person at the such meeting, until a quorum shall be present. (gd) Any material matter Notwithstanding anything to the contrary in this Section 3.2, the Board of Managers may take without a meeting any action that is to may be voted on, consented to or approved taken by the Board of Managers shall be taken at a meeting. The Board under this Agreement if such action is approved by unanimous written consent of Managers is expressly prohibited from taking any material action without a meeting. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book all of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requestsManagers.

Meetings of the Board of Managers. In addition to the provisions of Section 2.3, the following provisions shall be applicable to the meetings of the Board of Managers: (a) Meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time and at such place in the United States least quarterly on a calendar year basis. (b) Any member of America as the Board of Managers may designate. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall at any time call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual for a special meeting of the Board of Managers upon five (5) business days prior notice to the members of the Board of Managers, specifying the date and agenda of the meeting and requesting the other Member immediately to specify the time and place of the meeting in accordance with Section 2.4(c)). If the Member required to specify the time and place of the meeting fails to do so within twenty-four hours of receipt of a request therefor, the Member calling for the special meeting shall specify the time and place within 24 hours thereafter. Such notice may be waived in writing before or after such meeting or by attendance at such meeting. A Manager may propose an agenda item for discussion at such meeting by written notice to the other Managers. In addition, any item which the Members agree to discuss at a Board of Managers meeting shall be sent considered to each Manager forthwith after being passed, and no other notice shall be required for any an agenda item at such annual meeting. (dc) Special Regular meetings of the Board of Managers shall be alternated between: (A) the principal offices of ADAT, and (B) the principal offices of ECSL, unless the Members establish any other place for meetings by mutual agreement. Special meetings shall be held on in the location and at the time specified (in accordance with this subsection) by the Party which did not call of any one Manager upon at least two days' written notice to each other Manager, or upon such shorter notice as may be approved by all the Managers. Any Manager may waive such notice as to himself or herselfmeeting. (ed) Attendance of a Manager at any meeting of Managers shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting Members of the Board of Managers need be specified may participate in such meetings by means of a conference telephone or similar means of communication if all persons participating in the notice or waiver of notice of meeting are able to hear one another, and any such meeting. (f) A majority of the number of Managers must Manager shall be present deemed to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorumsuch meeting. If a quorum shall not be present at any meeting of the Board of Managers, then the Managers present at the meeting Any action that may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (g) Any material matter that is to be voted on, consented to or approved by the Board of Managers shall be taken at a meeting. The Board of Managers is expressly prohibited from taking any material action without a meetingmeeting may also be taken by unanimous written consent. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requests.

Meetings of the Board of Managers. (a) Meetings Regular meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time and at such place in the United States of America as the Board of Managers may designate. Meetings be held at such place, within or without the State of Delaware, as shall from time to time be determined by the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meetingManagers. A copy of any resolution of Managers fixing the place and time of an annual meeting of the Board of Managers shall be sent to each Manager forthwith after being passed, and no other notice shall be required for any such annual meeting. (d) Special meetings of the Board of Managers may be called by or at the request of (i) any Darling Manager, (ii) any Valero Manager or (iii) the President and in any event shall be held on called by the call President upon the written request of any one at least a majority of the Managers. Notice of each such meeting shall be mailed to each Manager, addressed to such Manager upon at his or her residence or usual place of business, at least two days' written notice Business Days before the date on which the meeting is to each other Managerbe held, or upon shall be sent to such shorter notice as may be approved Manager at such place by all telecopier or other form of electronic transmittal customarily used for communication between the Managers. Any Company and such Manager may waive that permits retention of an electronic copy of such notice as and verification of receipt, or delivered personally, not later than two Business Days (or, in the case of meetings held by telephone, one Business Day) before the day on which such meeting is to himself be held. Each such notice shall state the time and place of the meeting and, in the case of a special meeting, the purposes thereof. A written waiver of notice, signed by the Manager or herselfManagers entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. (ei) Attendance Unless otherwise required by Applicable Law or this Agreement, the presence in person or by proxy of Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled) shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Managers present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of Managers, a quorum being present, all matters shall be decided by the affirmative vote of the Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled), except as otherwise required by Applicable Law or by this Agreement. If a quorum does not exist solely due to the refusal or unwillingness of any Darling Manager or ▇▇▇▇▇▇ Manager to be present at the applicable meeting and such meeting is adjourned until a later date, then following the failure of any of such Member’s designated Managers to appear at such adjourned meeting the other Member may thereafter initiate the deadlock procedures set forth in Section 5.8. (ii) Any Manager or any member of a committee of the Board of Managers who is present at a meeting shall constitute a waiver of be conclusively presumed to have waived notice of such meeting, meeting except where a when such Manager or member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that because the meeting is not lawfully called or convened. Neither Such Manager or member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the business minutes of the meeting or unless his or her written dissent to such action shall be transacted at, nor filed with the purpose of, person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to any regular such Manager or special meeting member who voted in favor of such action. (iii) Members of the Board of Managers need be specified and any committee thereof may participate in the notice or waiver of notice of such meeting. (f) A majority of the number of Managers must be present to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present and act at any meeting of Managers or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 6.1(d) shall constitute a quorum. If a quorum shall not presence in person at the meeting. (iv) Unless otherwise restricted by this Agreement or the Delaware Act, any action required or permitted to be present taken at any meeting of the Board of Managers, then or of any committee thereof, may be taken without a meeting if the entire Board of Managers or committee thereof, as the case may be, consents thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Managers or such committee. (v) Each Manager entitled to vote at a meeting of the Board of Managers or any committee thereof or to express consent or dissent to any action in writing without a meeting may authorize another person to act for such Manager by written proxy executed by such Manager and setting forth the date of execution, but no such proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period. At each meeting of the Board of Managers or any committee thereof, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the Secretary or a person designated by the Secretary, and no votes may be submitted under a proxy that has been found to be invalid or irregular after the Manager giving such proxy has had a reasonable opportunity to cure any defect. (vi) The minutes of each meeting of the Board of Managers or any committee thereof shall include the names of all persons present and any determination made by the Managers thereat. The minutes of each such meeting shall be deemed to be correct as and when approved by the applicable Managers. The minutes of each meeting shall be voted upon for approval by the Managers no later than at the next succeeding meeting; provided that only the Managers who were present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum which such minutes relate shall be presententitled to vote on the approval or correction thereof. (g) Any material matter that is to be voted on, consented to or approved by the Board of Managers shall be taken at a meeting. The Board of Managers is expressly prohibited from taking any material action without a meeting. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requests.

Meetings of the Board of Managers. (a) Meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time hold regular meetings not less frequently than once every Fiscal Year and at such place shall establish meeting times, dates, and places, and requisite notice requirements (not shorter than those provided in Section 5.2(b)), and adopt rules or procedures consistent with the United States terms of America as this Agreement. Unless otherwise approved by the Board of Managers may designate. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual Managers, each regular meeting of the Board of Managers will be held at the Company’s principal place of business. At such meetings the Board of Managers shall transact such business as may properly be sent to each Manager forthwith after being passedbrought before the meeting, and no other whether or not notice shall be required for any of such annual meeting referenced the action taken at such meeting. (db) Special meetings of the Board of Managers may be called by any Manager. Notice of each such meeting shall be held on the call of any one given to each Manager upon by telephone, electronic mail, facsimile transmission, or similar method (in each case, notice shall be given at least seventy-two days' written notice to each other Manager(72) hours before the time of the meeting), or upon by first-class mail (in which case notice shall be given at least five (5) days before the meeting), unless a longer notice period is established by the Board of Managers. Each such shorter notice as shall state (i) the time, date, place (which shall be at the principal office of the Company unless otherwise agreed to by all of the Managers), or other means of conducting such meeting, and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by all the Managers. . (c) Any Manager may waive notice of any meeting in writing before, at, or after such notice as to himself or herself. (e) Attendance meeting. The attendance of a Manager at any a meeting of Managers shall constitute a waiver of notice of such meeting, except where when a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that because the meeting is was not lawfully called properly called. (d) Any action required or convened. Neither the business permitted to be transacted at, nor the purpose of, any regular or special taken at a meeting of the Board of Managers need may be specified taken at a meeting held by means of conference telephone or other communications equipment by means of which each Person participating in the notice or waiver of notice of meeting can hear each other Person participating in such meeting. Participation in such a meeting shall constitute presence in person at such meeting. (fe) A majority of Notwithstanding anything to the number of Managers must be present to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managerscontrary contained in this Section 5.2, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present at any meeting of the Board of Managers, then the Managers present at the may take without a meeting any action that may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (g) Any material matter that is to be voted on, consented to or approved taken by the Board of Managers shall be taken at under this Agreement if such action is approved by the written consent of a meeting. The Board of Managers is expressly prohibited from taking any material action without a meeting. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book majority of the Company. The secretary or an assistant secretary total number of the Company may act as secretary for the Board of Managers if the Board of Managers so requestsManagers.

Meetings of the Board of Managers. (a) Meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time and at such place in the United States of America as the Board of Managers may designate. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meeting. A copy of any resolution of Managers fixing the place and time of an annual meeting of the Board of Managers shall be sent to each Manager forthwith after being passed, and no other notice shall be required for any such annual meeting. (d) Special Regular meetings of the Board of Managers shall be held on a quarterly basis at such date and time as the call Board of any one Manager upon at least two days' written notice to each other Manager, or upon such shorter notice as Managers may designate. Special meetings of the Board of Managers may be approved called by any Manager at any time. Unless otherwise agreed by all the Managers. Any Manager Managers in advance, meetings of the Board of Managers may waive such notice as to himself be held only in Charlotte, North Carolina; Richmond, Virginia; or herselfNewark, New Jersey. (eb) Attendance Notice of a meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each Manager at either by mail not less than ten days before the date of the meeting or by telephone, telegram or facsimile no less than three Business Days before the date of the meeting. Notice of any meeting of Managers may be waived in writing by any Manager. Presence at the meeting shall constitute a waiver of any deficiency of notice of such meetingunder this Section 5.3, except where a when such Manager or alternate Manager attends a the meeting for the express purpose of objecting objecting, at the beginning of the meeting, to the transaction of any business on the ground that because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified convened in the notice or waiver of notice of such meetingaccordance with this Agreement. (fc) A The Secretary of the Company shall circulate to each Manager an agenda for the quarterly meeting not less than ten days in advance of such quarterly meeting (or if sent by facsimile, three Business Days before the date of such quarterly meeting). Such agenda shall include a discussion of the financial reports most recently delivered pursuant to Article 6 of this Agreement and any other matters that an Manager may reasonably request to be included on such agenda. Managers or officers of the Company shall attend such meeting and make such presentations relating to the Company as any Manager may reasonably request. (d) The presence in person (including the presence of an alternate Manager) or by proxy of a number of Managers equal to a majority of the total number of Managers must be present fixed pursuant to this Agreement shall constitute a quorum at any meeting for the conduct of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present business at any meeting of the Board of Managers. Except as otherwise provided herein, then the affirmative vote of a majority of the total number of Managers present fixed pursuant to this Agreement at a meeting shall constitute the meeting may adjourn act of the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be presentBoard of Managers. (g) Any material matter that is to be voted on, consented to or approved by the Board of Managers shall be taken at a meeting. The Board of Managers is expressly prohibited from taking any material action without a meeting. (he) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book of meet with the Company. 's internal auditors at least once each fiscal quarter and with the Company's independent auditors at least twice each fiscal year. (f) The secretary or an assistant secretary Secretary of the Company or, if he or she is not present, any individual whom the Chairman may act as secretary for appoint, shall keep minutes of each meeting which shall reflect all actions taken by the Board thereat. (g) The Board of Managers if may establish other provisions and procedures relating to the Board governance of Managers so requestsits meetings that are not in conflict with the terms of this Agreement.

Meetings of the Board of Managers. (a) Meetings of Managers the board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall be held at the principal place of business of the Company or at such other place as may be designated in the United States notice or waivers of America. (b) The Board notice of Managers shall meet at such time and at such place in the United States of America as the Board of Managers may designate. Meetings of the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after as determined by the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meetingboard of managers. A copy Notice of any resolution of Managers fixing the place and time of an annual meeting of the Board board of Managers managers shall be sent to each Manager forthwith after being passed, given no fewer than ten (10) Business Days and no other notice shall be required for any such annual meeting. more than twenty (d20) Special meetings Business Days prior to the date of the Board of Managers shall be held on the call of any one Manager upon at least two days' written notice to each other Manager, or upon such shorter notice as may be approved by all the Managersmeeting. Any Manager may waive such notice as to himself or herself. (e) Attendance The attendance of a Manager manager at any meeting of Managers shall constitute a waiver of notice of such meeting, except where a Manager manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that because the meeting is not lawfully called or convened. Neither Unless specifically prohibited by the business Certificate or the Act, subject to be transacted at, nor the purpose ofSECTION 4.1(d), any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meeting. (f) A majority of the number of Managers must be present action required to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present at any meeting of Managers to constitute a quorum. If a quorum shall not be present at any meeting of the Board of Managers, then the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (g) Any material matter that is to be voted on, consented to or approved by the Board of Managers shall be taken at a meeting. The Board meeting of Managers is expressly prohibited from taking the board of managers, or any material other action which may be taken at a meeting of the board of managers, may be taken without a meeting. meeting if a consent in writing, setting forth the action so taken, shall be signed by (hi) The Board the managers having not less than the minimum number of Managers votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Subject to SECTION 4.1(d), any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall keep regular detailed minutes of its proceedings, and have the same shall effect as if such action had been taken at a duly called meeting of the managers and may be recorded stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requestsmeeting can hear and speak with each other.

Meetings of the Board of Managers. (a) Meetings Regular meetings of Managers shall be held in the United States of America. (b) The Board of Managers shall meet at such time and at such place in the United States of America as the Board of Managers may designate. Meetings be held at such place, within or without the State of Delaware, as shall from time to time be determined by the Board of Managers shall only be held in person. (c) The Board of Managers shall call an annual meeting designating the place and time at which such meeting is to be held not later than fifteen months after the Company comes into existence and subsequently not later than twelve months after holding the last preceding annual meetingManagers. A copy of any resolution of Managers fixing the place and time of an annual meeting of the Board of Managers shall be sent to each Manager forthwith after being passed, and no other notice shall be required for any such annual meeting. (d) Special meetings of the Board of Managers may be called by or at the request of (i) any Darling Manager, (ii) any Valero Manager or (iii) the President and in any event shall be held on called by the call President upon the written request of any one at least a majority of the Managers. Notice of each such meeting shall be mailed to each Manager, addressed to such Manager upon at his or her residence or usual place of business, at least two days' written notice Business Days before the date on which the meeting is to each other Managerbe held, or upon shall be sent to such shorter notice as may be approved Manager at such place by all telecopier or other form of electronic transmittal customarily used for communication between the Managers. Any Company and such Manager may waive that permits retention of an electronic copy of such notice as and verification of receipt, or delivered personally, not later than two Business Days (or, in the case of meetings held by telephone, one Business Day) before the day on which such meeting is to himself be held. Each such notice shall state the time and place of the meeting and, in the case of a special meeting, the purposes thereof. A written waiver of notice, signed by the Manager or herselfManagers entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. (ei) Attendance Unless otherwise required by Applicable Law or this Agreement, the presence in person or by proxy of Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled) shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Managers present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of Managers, a quorum being present, all matters shall be decided by the affirmative vote of the Managers constituting a majority of the number of Manager positions then authorized hereunder (i.e., as if all of the Manager positions had been filled) except as otherwise required by Applicable Law or by this Agreement. If a quorum does not exist solely due to the refusal or unwillingness of any Darling Manager or Valero Manager to be present at the applicable meeting and such meeting is adjourned until a later date, then following the failure of any of such Member’s designated Managers to appear at such adjourned meeting the other Member may thereafter initiate the deadlock procedures set forth in Section 5.8. (ii) Any Manager or any member of a committee of the Board of Managers who is present at a meeting shall constitute a waiver of be conclusively presumed to have waived notice of such meeting, meeting except where a Manager when such member attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business on the ground that because the meeting is not lawfully called or convened. Neither Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the business minutes of the meeting or unless his or her written dissent to such action shall be transacted at, nor filed with the purpose of, person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to any regular or special meeting member who voted in favor of such action. (iii) Members of the Board of Managers need be specified and any committee thereof may participate in the notice or waiver of notice of such meeting. (f) A majority of the number of Managers must be present to constitute a quorum at any meeting of Managers. When the Company has fewer than three Managers, all Managers must be present and act at any meeting of Managers or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 6.1(d) shall constitute a quorum. If a quorum shall not presence in person at the meeting. (iv) Unless otherwise restricted by this Agreement or the Delaware Act, any action required or permitted to be present taken at any meeting of the Board of Managers, then or of any committee thereof, may be taken without a meeting if the entire Board of Managers or committee thereof, as the case may be, consents thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Managers or such committee. (v) Each Manager entitled to vote at a meeting of the Board of Managers or any committee thereof or to express consent or dissent to any action in writing without a meeting may authorize another person to act for such Manager by written proxy executed by such Manager and setting forth the date of execution, but no such proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period. At each meeting of the Board of Managers or any committee thereof, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the Secretary or a person designated by the Secretary, and no votes may be submitted under a proxy that has been found to be invalid or irregular after the Manager giving such proxy has had a reasonable opportunity to cure any defect. (vi) The minutes of each meeting of the Board of Managers or any committee thereof shall include the names of all persons present and any determination made by the Managers thereat. The minutes of each such meeting shall be deemed to be correct as and when approved by the applicable Managers. The minutes of each meeting shall be voted upon for approval by the Managers no later than at the next succeeding meeting; provided that only the Managers who were present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum which such minutes relate shall be presententitled to vote on the approval or correction thereof. (g) Any material matter that is to be voted on, consented to or approved by the Board of Managers shall be taken at a meeting. The Board of Managers is expressly prohibited from taking any material action without a meeting. (h) The Board of Managers shall keep regular detailed minutes of its proceedings, and the same shall be recorded in the minute book of the Company. The secretary or an assistant secretary of the Company may act as secretary for the Board of Managers if the Board of Managers so requests.