XXII.
MAJORITY
DEFINED.
T he
t erm
“ Majority”
o f
t he
M embers
s hall
m ean
a
majority
of
the
ownership
interest
of
the
LLC
as
determined
by
the
records
of
the
LLC
on
the
date
of
the
action
when
used
throughout
this
a greement.
XXIII.
MAJORITY
REQUIRED.
The
majority
of
the
Members,
based
upon
their
percentage
ownership,
except
as
otherwise
provided
and
delegated
t o
t he
O fficers
o r
M anagers,
s hall
d ecide
a ll
d ecisions
m ade.
XXIV
MEETINGS.
Meetings
of
the
Members
may
be
called
by
any
member
owning
1 0%
o r
m ore
o f
t he
L LC,
o r,
i f
M anagers
w ere
s elected,
b y
t he
Manager
o f
t he
L LC,
o r
i f
O fficers
w ere
e lected,
b y
a ny
o fficer.
XXV.
WRITTEN
CONSENT/MEETINGS.
M embers
o r
O fficers
d o
n ot
h ave
t o
hold
a
meeting
in
order
to
accomplish
an
action
but
evidence
of
the
action
shall
be
recorded
and
signed
by
the
majority
of
the
Members.
Action
without
a
meeting
may
be
evidence
by
a
written
consent
signed
b y
a
m ajority
o f
t he
M embers,
o r
t he
P resident
a nd
S ecretary.
XXVI.
MEMBERS
HAVE
NO
EXCLUSIVE
DUTY
TO
LLC.
M embers
m ay
h ave
other
business
interest
and
may
participate
in
other
investments
in
addition
to
those
relating
to
the
LLC.
The
Members
shall
not
be
required
t o
p articipate
i n
t he
L LC
a s
t heir
s ole
a nd
e xclusive
b usiness.
No
Member
shall
be
held
liability
to
the
LLC
or
any
other
Member
by
participating
i n
o utside
b usinesses,
i nvestments,
o r
a ctivities.
XXVII.
DUTIES
OF
MEMBERS:
LIMITATION
OF
LIABILITY/GOOD
FAITH.
All
owners
of
the
LLC
shall
perform
their
duties
in
good
faith
and
perform
with
such
care
to
be
in
the
best
interest
of
the
LLC.
All
Members
shall
be
held
responsible
if
a
Member
or
Officer
finds
them
guilty
of
fraud,
gross
negligence,
deceit,
willful
misconduct,
or
a
wrongful
taking.
No
Member
or
Officer,
by
reason
of
being
or
having
been
a
Member
or
Officer,
shall
be
liable
to
the
LLC
or
to
any
other
member
o r
O fficer
f or
a ny
l oss
o r
d amage
s ustained
b y
t he
L LC.
XXVIII.
P ROTECTION
O F
M EMBERS
A ND
O FFICERS.
(a)
As
used
herein,
the
term
“Protected
Party”
refers
to
the
Members
and
o fficers
o f
t he
C ompany.
(b)
T o
t he
e xtent
t hat,
a t
l aw
o r
i n
e quity,
a
P rotected
P arty
h as
d uties
(including
fiduciary
duties)
and
liabilities
relating
thereto
to
the
LLC
or
to
any
other
Protected
Party,
a
Protected
Party
acting
under
this
Agreement
shall
not
be
liable
to
the
LLC
or
to
any
other
Protected
Party
f or
g ood
f aith
r eliance
o n: