Operating Agreement Template Page 5
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165.4 Meeting of all Members. If all of the Members owning Membership Interests shall
meet at any time and 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.
5.5 Record Date. For the purpose of determining Members entitled to notice of or to
vote at any meeting of Members or any adjournment thereof, 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
declaring such distribution is adopted, as the case may be, 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 in this Section, such determination shall apply to any
adjournment thereof.
5.6 Quorum. A majority of all of the Members 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 the Members so represented may adjourn the meeting from time to time
for a period not to exceed sixty (60) days without further notice. However, if the adjournment is
for more than sixty (60) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record
entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at the meeting as
originally noticed. The Members present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal during such meeting of that number
of Members whose absence would cause less than a quorum.
5.7 Manner of Acting. If a quorum is present, the affirmative vote of a majority of the
Members represented in person or by proxy shall be the act of the Members, unless the vote of a
greater or lesser proportion or number is otherwise required by the Act, by the Certificate of
Organization, or by this Operating Agreement. Each Member shall have one (1) vote, regardless
of the Membership Interest owned or the size of the Member’s capital account. Unless otherwise
expressly provided herein or required under the applicable law, only Members owning
Membership Interests may vote or consent upon any such matter and their vote or consent, as the
case may be, shall be counted in the determination of whether the requisite matter was approved
by the Members.
All decisions relating to 1) the making of loans, 2) the renewal or modification of loan
terms relating to existing loans and 3) the payment of any distributions to Members shall be
decided by the affirmative vote of a majority of all Members and not by a majority of Members
represented by a quorum.
5.8 Proxies. At all meetings of Members a Member owning a Membership Interest may
vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-
in-fact, however no more than one proxy may be accepted or voted by any Member. Such proxy
shall be filed with the Company before or at the time of the meeting. No proxy shall be valid
after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
5.9 Action by Members without a Meeting. Action required or permitted to be taken at a
meeting of Members may be taken without a meeting if the action is evidenced by one or more
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