Common use of Meetings of the Managers Clause in Contracts

Meetings of the Managers. 6.2.1 The Managers shall share in the duties described in Section 6.1.1. 6.2.2 Meetings of the Managers shall be held at the principal office of the LLC, unless some other place is designated in the notice of the meeting. Any Manager may participate in a meeting through use of a conference telephone or similar communication equipment so long as all Managers participating in such a meeting can hear one another. Accurate minutes of any meeting of the Managers shall be maintained by the officer designated by the Managers for that purpose. 6.2.3 Regular meetings of the Managers shall be held immediately following the adjournment of the annual meeting with the Member at which the Managers are elected. No notice need be given of such regular meetings. 6.2.4 Special meetings of the Managers for any purpose may be called at any time by any Manager At least forty-eight (48) hours notice of the time and place of a special meeting of the Managers shall be delivered personally to the Managers or personally communicated to them by an officer of the LLC by telephone, telegraph or facsimile. If the notice is sent to a Manager(s)by letter, it shall be addressed to him at his last known business address as it is shown on the records of the LLC. In case such notice is mailed, it shall be deposited in the United States mail, first-class postage, prepaid, in the place in which the principal office of the LLC is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be considered due, legal and personal notice to such Manager. 6.2.5 With respect to a special meeting which has not been duly called or noticed pursuant to the provisions of Section 6.2.4, all transactions carried out at the meeting are as valid as if a meeting had been regularly called and noticed if: (i) all Managers are present at the meeting, and sign a written consent to the holding of such meeting, or (ii) if a Manager is present and if the other Manager signs a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether prior to or after the holding of such meeting, which waiver, consent or approval shall be filed with the other records of the LLC, or (iii) if a Manager(s) attends a meeting without notice and does not protest prior to the meeting or at its commencement that notice was not given to him or her. 6.2.6 Any action required or permitted to be taken by the Managers may be taken without a meeting and will have the same force and effect as if taken by a vote of Managers at a meeting properly called and noticed, if authorized by a writing signed individually or collectively by all the Managers. Such consent shall be filed with the records of the LLC. 6.2.7 A majority of the total number of incumbent Managers shall be necessary to constitute a quorum for the transaction of business at any meeting of the Managers, and except as otherwise provided in this Agreement or by the Statute, the action of a majority of the Managers present at any meeting at which there is a quorum, when duly assembled, is valid. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Managers, if any action taken is approved by a majority of the required quorum for such meeting.

Meetings of the Managers. 6.2.1 The Managers shall share in the duties described in Section 6.1.1. 6.2.2 (i) Meetings of the Managers shall be held at the principal office place of business of the LLC, unless some Company or at any other place the Managers determine. At any meeting, any Manager may participate by telephone or similar communication equipment, provided each Manager who is designated participating in the meeting can hear each of the other Managers who are participating in the meeting. Persons present by telephone shall be deemed to be present “in person” for the purposes of the meeting. Meetings shall be held in accordance with a schedule established by the Managers. In addition, a majority of the Managers may call a meeting of the Managers upon at least one business day’s prior notice to the other Managers, if any, provided such notice may be waived by all the Managers for any individual meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of the meeting, except where such Manager attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and notes such objection on the record. Any If a Manager may participate in is unable to attend a meeting through use of a conference telephone or similar communication equipment so long as all Managers participating in the Managers, such a meeting can hear one another. Accurate minutes of any Manager shall have the right to designate another Person to attend such meeting of the Managers shall be maintained by the officer designated by the Managers for that purpose. 6.2.3 Regular meetings of the Managers shall be held immediately following the adjournment of the annual meeting with the Member at which the Managers are electedin a non-participating, nonvoting observer capacity. No A notice need pursuant to this Section may be given of such regular meetings. 6.2.4 Special meetings of the Managers for any purpose may be called at any time orally or in writing, by any Manager At least forty-eight (48) hours notice of the time and place of a special meeting of the Managers shall be delivered personally to the Managers or personally communicated to them personal delivery, by an officer of the LLC mail, by telephone, telegraph by facsimile or facsimile. If the notice is sent by electronic mail to a Manager(s)by lettersuch address, it shall telephone or facsimile number as may be addressed to him at his last known business address as it is shown listed on the records of the LLCCompany. (ii) Each Manager shall have one vote in all matters requiring a vote of the Managers. In case such notice A majority of the entire Managers shall constitute a quorum at any meeting of the Managers. The act of at least a majority of the Managers at any duly constituted meeting, if a quorum is mailedpresent, it shall be deposited in the United States mail, first-class postage, prepaid, in the place in which the principal office act of the LLC is located Managers. If at least four (4) days prior to the time any meeting of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided Manager there shall be considered dueless than a quorum present, legal and personal notice to such Manager. 6.2.5 With respect to a special meeting which has not been duly called the Manager or noticed pursuant to the provisions of Section 6.2.4, all transactions carried out at Managers present thereat may adjourn the meeting are as valid as if a meeting had been regularly called and noticed if: (i) all Managers are present from time to time, without notice other than announcement at the meeting, and sign until a written consent to quorum shall have been obtained. Any meeting not resumed, or if resumed not completed, during the holding of originally scheduled time for such meeting, or (ii) if a Manager is present and if shall be deemed concluded at the other Manager signs a waiver of notice end of such meeting or a consent to holding the meeting or an approval scheduled time, provided that this provision may be waived by all of the minutes thereof, whether prior to or after the holding of Managers present at any such meeting. All actions and decisions of the Managers, which waiveronce approved in accordance herewith, consent or approval shall be filed with binding on the other records of the LLC, or Company and all Interest Holders. (iii) if a Manager(s) attends a meeting without notice and does not protest prior to the meeting or at its commencement that notice was not given to him or her. 6.2.6 Any action required or permitted to be taken by at any meeting of the Managers may be taken without a meeting meeting, without prior notice and will have the same force and effect as if taken by without a vote of Managers at a meeting properly called and noticedvote, if authorized by a writing signed individually consent or collectively by all consents in writing, setting forth the Managers. Such consent action so taken, shall be filed with the records of the LLCsigned by each Manager. 6.2.7 A majority of the total number of incumbent Managers shall be necessary to constitute a quorum for the transaction of business at any meeting of the Managers, and except as otherwise provided in this Agreement or by the Statute, the action of a majority of the Managers present at any meeting at which there is a quorum, when duly assembled, is valid. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Managers, if any action taken is approved by a majority of the required quorum for such meeting.

Meetings of the Managers. 6.2.1 The Managers shall share in the duties described in Section 6.1.1. 6.2.2 Meetings of the Managers shall be held at the principal office of the LLC, unless some other place is designated in the notice of the meeting. Any Manager may participate in a meeting through use of a conference telephone or similar communication equipment so long as all Managers participating in such a meeting can hear one another. Accurate minutes of any meeting of the Managers shall be maintained by the officer designated by the Managers for that purpose. 6.2.3 Regular meetings of the Managers shall be held immediately following the adjournment of the annual meeting with the Member at which the Managers are elected. No notice need be given of such regular meetings. 6.2.4 Special meetings of the Managers for any purpose may be -------- called at by the Chairman of the Board or the President or any time Vice President or the Secretary or any two Managers of the Company. All meetings shall be held upon four (4) days notice by any Manager At least mail or forty-eight (48) hours notice of the time and place of a special meeting of the Managers shall be delivered personally to the Managers or personally communicated to them by an officer of the LLC by telephone, telegraph or facsimile. If A notice need not specify the purpose of any meeting. Notice by mail shall be deemed to have been given at the time a written notice is sent to a Manager(s)by letter, it shall be addressed to him at his last known business address as it is shown on the records of the LLC. In case such notice is mailed, it shall be deposited in the United States mail, first-class postagefirst- class, postage prepaid, in the place in which the principal office . Notice of the LLC is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be considered due, legal and personal notice to such Manager. 6.2.5 With respect to a special meeting which has not been duly called or noticed pursuant to the provisions of Section 6.2.4, all transactions carried out at the meeting are as valid as if a meeting had been regularly called and noticed if: (i) all Managers are present at the meeting, and sign a written consent need not be given to the holding of such meeting, or (ii) if a any Manager is present and if the other Manager who signs a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minutes thereof, whether prior to before or after the holding of such meeting, which waiveror who attends the meeting without protesting, consent or approval prior to its commencement, the lack of notice to such Manager. All such waivers, consents and approvals shall be filed with the other Company records or made a part of the LLCminutes of the meeting. A majority of the Managers present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (iii24) if a Manager(s) attends a meeting without hours, notice and does not protest of any adjournment shall be given prior to the time of the adjourned meeting to the Managers who are not present at the time of the adjournment. Meetings of the Managers may be held at any place within or without the State of California that has been designated in the notice of the meeting or at its commencement such place as may be approved by the Managers. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting. A majority of the authorized number of Managers constitutes a quorum of the Managers for the transaction of business, and every act or decision done or made with the approval of at least that notice was not given number of Managers, whether present at a meeting duly held or by written consent is the act of the Managers. A meeting at which a quorum is initially present may continue to him or her. 6.2.6 transact business notwithstanding the withdrawal of Managers. Any action required or permitted to be taken by the Managers may be taken by the Managers without a meeting and will meeting, if such action is approved in writing by all of the Managers. Such action by written consent shall have the same force and effect as if taken by a vote of Managers at a meeting properly called and noticed, if authorized by a writing signed individually or collectively by all the Managers. Such consent shall be filed with the records of the LLC. 6.2.7 A majority of the total number of incumbent Managers shall be necessary to constitute a quorum for the transaction of business at any meeting determination of the Managers, and except as otherwise provided in this Agreement or by the Statute, the action of a majority of the Managers present at any meeting at which there is a quorum, when duly assembled, is valid. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Managers, if any action taken is approved by a majority of the required quorum for such meeting.

Meetings of the Managers. 6.2.1 The Managers shall share in the duties described in Section 6.1.1. 6.2.2 (i) Meetings of the Managers shall be held at the principal office place of business of the LLC, unless some Company or at any other place the Managers determine. At any meeting, any Manager may participate by telephone or similar communication equipment, provided each Manager who is designated participating in the meeting can hear each of the other Managers who are participating in the meeting. Persons present by telephone shall be deemed to be present "in person" for the purposes of the meeting. Meetings shall be held in accordance with a schedule established by the Managers. In addition, a majority of the Managers may call a meeting of the Managers upon at least one business day’s prior notice to the other Managers, if any, provided such notice may be waived by all the Managers for any individual meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of the meeting, except where such Manager attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and notes such objection on the record. Any If a Manager may participate in is unable to attend a meeting through use of a conference telephone or similar communication equipment so long as all Managers participating in the Managers, such a meeting can hear one another. Accurate minutes of any Manager shall have the right to designate another Person to attend such meeting of the Managers shall be maintained by the officer designated by the Managers for that purpose. 6.2.3 Regular meetings of the Managers shall be held immediately following the adjournment of the annual meeting with the Member at which the Managers are electedin a non-participating, nonvoting observer capacity. No A notice need pursuant to this Section may be given of such regular meetings. 6.2.4 Special meetings of the Managers for any purpose may be called at any time orally or in writing, by any Manager At least forty-eight (48) hours notice of the time and place of a special meeting of the Managers shall be delivered personally to the Managers or personally communicated to them personal delivery, by an officer of the LLC mail, by telephone, telegraph by facsimile or facsimile. If the notice is sent by electronic mail to a Manager(s)by lettersuch address, it shall telephone or facsimile number as may be addressed to him at his last known business address as it is shown listed on the records of the LLCCompany. (ii) Each Manager shall have one vote in all matters requiring a vote of the Managers. In case such notice A majority of the entire Managers shall constitute a quorum at any meeting of the Managers. The act of at least a majority of the Managers at any duly constituted meeting, if a quorum is mailedpresent, it shall be deposited in the United States mail, first-class postage, prepaid, in the place in which the principal office act of the LLC is located Managers. If at least four (4) days prior to the time any meeting of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided Manager there shall be considered dueless than a quorum present, legal and personal notice to such Manager. 6.2.5 With respect to a special meeting which has not been duly called the Manager or noticed pursuant to the provisions of Section 6.2.4, all transactions carried out at Managers present thereat may adjourn the meeting are as valid as if a meeting had been regularly called and noticed if: (i) all Managers are present from time to time, without notice other than announcement at the meeting, and sign until a written consent to quorum shall have been obtained. Any meeting not resumed, or if resumed not completed, during the holding of originally scheduled time for such meeting, or (ii) if a Manager is present and if shall be deemed concluded at the other Manager signs a waiver of notice end of such meeting or a consent to holding the meeting or an approval scheduled time, provided that this provision may be waived by all of the minutes thereof, whether prior to or after the holding of Managers present at any such meeting. All actions and decisions of the Managers, which waiveronce approved in accordance herewith, consent or approval shall be filed with binding on the other records of the LLC, or Company and all Interest Holders. (iii) if a Manager(s) attends a meeting without notice and does not protest prior to the meeting or at its commencement that notice was not given to him or her. 6.2.6 Any action required or permitted to be taken by at any meeting of the Managers may be taken without a meeting meeting, without prior notice and will have the same force and effect as if taken by without a vote of Managers at a meeting properly called and noticedvote, if authorized by a writing signed individually consent or collectively by all consents in writing, setting forth the Managers. Such consent action so taken, shall be filed with the records of the LLCsigned by each Manager. 6.2.7 A majority of the total number of incumbent Managers shall be necessary to constitute a quorum for the transaction of business at any meeting of the Managers, and except as otherwise provided in this Agreement or by the Statute, the action of a majority of the Managers present at any meeting at which there is a quorum, when duly assembled, is valid. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Managers, if any action taken is approved by a majority of the required quorum for such meeting.