Unit Holders; Rights and Powers Generally. (a) As of October 1, 2015, the Unit Holders of the Company are the Persons who were shareholders of GLCP on the Effective Date as shown on the books and records of GLCP. (b) Only holders of common stock of GLCP are eligible to be Unit Holders. Each Unit Holder must hold a minimum of Two Thousand Five Hundred (2,500) Units of this Company. (c) The Manager shall cause the books and records of the Company to be amended from time to time as Transfers occur or as additional Units are issued and additional Unit Holders are admitted to the Company in accordance with this Agreement. (d) Additional persons may, upon the approval of the Manager, become Unit Holders of the Company upon compliance with the GLCP Governing Documents. The Manager may refuse to admit any Person as a Unit Holder in its sole discretion. (e) Transferees of Units may become Unit Holders as provided in Section 9.4 hereof. (f) No Unit Holder, other than a Unit Holder acting in his, her or its capacity the Manager or as an officer of the Company, has any right or power to take part in the management or control of the Company or its business and affairs. No Unit Holder other than a Unit Holder acting in his, her or its capacity as the Manager or as an officer of the Company, has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company, except with the prior written consent of the Manager. (g) No Unit Holder shall have any voting right except with respect to those matters requiring a Unit Holder vote or approval as specifically provided for in this Agreement or as otherwise required by nonwaivable provisions of the Act. With respect to such matters, each Unit Holder shall be entitled to one vote regardless of the number of Units held. Whenever the vote or consent of Unit Holders is permitted or required under this Agreement, such vote or consent may be given at a meeting of Unit Holders or may be given in accordance with the procedure prescribed in Section 6.1(h) hereof. Unless a higher percentage is expressly specified herein, the Unit Holders shall take action by a majority of votes cast at a meeting of Unit Holders held pursuant to Section 8.2 hereof or a majority of votes cast in accordance with the procedure prescribed in Section 6.1(h) hereof. (h) In any circumstances requiring the approval or consent of the Unit Holders as specified in this Agreement, such approval or consent shall, except as expressly provided to the contrary in this Agreement, be given or withheld in the sole and absolute discretion of the Unit Holders and conveyed in writing to the Manager not later than thirty (30) days after the request for such approval or consent was mailed by the Manager. The Manager may require response within a shorter time, but not less than fifteen (15) days after the request for such approval or consent was mailed by the Manager. Request for approval or consent shall be made by the Manager by mailing such request to each Unit Holder at its last known post office address. Failure of a Unit Holder to receive a request for approval or consent does not invalidate the consent or approval that is given by the Unit Holders in accordance with the procedure prescribed in this Section 6.1(h). So long as the Manager receives a response from 10% or more of the Unit Holders, or 50 Unit Holders, whichever is greater, then a majority of the votes cast in such received responses shall constitute valid action by the Unit Holders. If the Manager receives the necessary approval or consent of the Unit Holders to such action, the Manager shall be authorized and empowered to implement such action without further authorization by the Manager.
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement