Xyz Limited Liability Company Operating Agreement Page 13
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28ninety (90) days of the close of the Company's tax year.
5.2
Special Meetings. Special meetings of the Members, for any purpose or
purposes, may be requested by any Manager or by any Member or Members holding a
Majority Interest in the Capital Account of the Company. Such requests shall be
Noticed as required herein and shall state the purpose of the proposed meeting. No
special meeting of the Members shall be held within thirty (30) days of the previous
special meeting without the unanimous consent of all Members and Managers.
5.3
Place of Meetings. If a meeting is called, the place of meeting shall
automatically be the principal place of business of the Company, unless the Manager
and Members unanimously designate and give Notice to all Members and Managers of
another place, either within or outside the state which is designated as the principal
place of business for the Company.
5.4
Notice of Meetings. Except as provided in the following paragraph,
written Notice stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called shall be delivered not less than five nor more
than thirty days before the date of the meeting, either personally or by mail, by or at the
direction of the Managers or Member or Members calling the meeting, to each Member
entitled to vote at such meeting. If mailed, such Notice shall be deemed to be delivered
five (5) calendar days after being deposited in the United States mail, addressed to the
Member at its address as it appears on the books of the Company, with postage thereon
prepaid.
5.5
Meeting of All Members. If all of the Members shall meet at any time or
place, and consent to the holding of a meeting at such time and place, such meeting
shall be valid without call or Notice, and at such meeting lawful action may be taken.
5.6
Record Date. For the purpose of determining Members entitled to Notice,
or to vote at any meeting, or Members entitled to receive payment of any distribution,
or in order to make a determination of Members for any other purpose, the date on
which Notice of the meeting is mailed or the date on which the resolution is declared,
shall be the record date for such determination of Members. When a determination of
Members entitled to vote at any meeting of Members has been made as provided
herein, such determination shall apply to any adjournment thereof.
5.7
Quorum. Members holding at least a Majority Interest, represented in
person or by proxy, shall constitute a quorum at any meeting of Members. In the
absence of a quorum at any such meeting, a majority of Members so represented may
adjourn the meeting for a period not to exceed sixty (60) days. A Notice of the
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