Form Il-00llc-1 - Llc Operating Agreement Page 7
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2120.
Majority Required. Except as otherwise required, a majority of the
Members, based upon their percentage ownership, is required for any action.
21.
Meetings - Written Consent. Action of the Members may be accomplished
with or without a meeting. If a meeting is held, evidence of the action shall be by Minutes or
Resolution reflecting the action of the Meeting, signed by a majority of the Members.
Action without a meeting may be evidenced by a written consent signed by a majority of the
Members.
22.
Meetings. Meetings of the Members may be called by any Member owning
10% or more of the LLC, or, if Managers were selected, by any Manager of the LLC.
23.
Majority Defined. As used throughout this agreement the term “Majority” of
the Members shall mean a majority of the ownership interest of the LLC as determined by
the records of the LLC on the date of the action.
ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS AND
PERSONS SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24.
Duties of Members: Limitation of Liability. The Members, Managers and
officers shall perform their duties in good faith, in a manner they reasonably believe to be in
the best interests of the LLC, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. No Member or officer shall have any
liability to the LLC or any other Member by reason of being or having been a Member or
officer. No Member or officer shall be liable to the LLC or to any other Member or officer
for any loss or damage sustained by the LLC or any other Member or officer unless the loss
or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct,
or a wrongful taking by that Member or officer.
25.
Members Have No Exclusive Duty to LLC. The Members shall not be
required to participate in the LLC as their sole and exclusive business. Members may have
other business interests and may participate in other investments or activities in addition to
those relating to the LLC. Neither the LLC nor any other Member shall have any right, by
virtue of this Agreement, to share or participate in another member’s business interests,
investments or activities or the income or proceeds derived therefrom. No Member shall
incur liability to the LLC or to any other Member by reason of participating in any such
other business, investment or activity.
26.
Protection of Members and Officers.
(a) As used herein, the term “Protected Party” refers to the Members and
officers of the Company.
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