Operating Agreement Template - Manager-Managed Limited Liability Company Page 22

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(b)
Any amendment of the articles of organization or this Agreement; and
(c)
A compromise of the obligation of a Member to make a Capital
Contribution under Article III.
7.2.
The record date for determining the Members entitled to receive Notice of any
meeting, to Vote, to receive any distribution, or to exercise any right in respect of any other
lawful action, will be the date set by the Manager or by a Majority of Members, provided that the
record date will not be more than 60 or less than 10 calendar days before the date of the meeting
and not more than 60 calendar days before any other action. In the absence of any action setting
a record date, the record date will be determined in accordance with Corp C §17104(k).
7.3.
The Company may, but is not required to, issue certificates evidencing
Membership Interests (Membership Interest Certificates) to Members of the Company. Once
Membership Interest Certificates have been issued, they will continue to be issued as necessary
to reflect current Membership Interests held by Members. Membership Interest Certificates will
be in a form approved by the Manager, will be manually signed by the Manager, and will bear
conspicuous legends evidencing the restrictions on Transfer and the purchase rights of the
Company and Members set forth in Article VIII. All issuances, reissuances, exchanges, and
other transactions in Membership Interests involving Members will be recorded in a permanent
ledger as part of the books and records of the Company.
7.4.
Meetings of the Members may be called at any time by the Manager, or by
Members representing more than 10 percent of the Interests of the Members, for the purpose of
addressing any matters on which the Members may Vote. If a meeting of the Members is called
by the Members, Notice of the call will be delivered to the Manager. Meetings may be held at
the principal executive office of the Company or at any other location designated by the
Manager. Following the call of a meeting, the Manager will give Notice of the meeting not less
than 10, nor more than 60 calendar days before the meeting date to all Members entitled to Vote
at the meeting. The Notice will state the place, date, and hour of the meeting, the means of
electronic transmission by and to the Company or electronic video screen communication, if any,
and the general nature of business to be transacted. No other business may be transacted at the
meeting. A quorum at any meeting of Members will consist of a Majority of Members,
represented in person or by Proxy. The Members present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment, notwithstanding
the withdrawal of a sufficient number of Members to leave less than a quorum, if the action
taken, other than adjournment, is approved by the requisite Percentage of Members as specified
in this Agreement or the Act.
7.5.
A meeting of Members at which a quorum is present may be adjourned to another
time or place and any business that might have been transacted at the original meeting may be
transacted at the adjourned meeting. If a quorum is not present at an original meeting, that
meeting may be adjourned by the Vote of a majority of Voting Interests represented either in
person or by Proxy. Notice of the adjourned meeting need not be given to Members entitled to
Notice if the time and place of the adjourned meeting are announced at the meeting at which the
adjournment is taken, unless: (a) the adjournment is for more than 45 days; or (b) after the
21

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