Section 2.5 Quorum. At any meeting of the Board, the presence of at least one Board
member appointed by the Senior Preferred Members and at least one Board member appoint by the Junior Preferred Member shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, the Board members present may adjourn the
meeting to another place, date, or time, without further notice or waiver thereof.
Section 2.6 Participation in Meetings by
Conference Telephone. Any Board member may participate in a meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment, which enables all persons participating in the meeting to hear each
other. Such participation shall constitute presence in person at such meeting.
Section 2.7 Consent to Action. Whenever the
vote of the Board members at a meeting is required or permitted to be taken for any reason, the meeting and vote of Board members may be dispensed with, if all Board members who would have entitled to vote, if such meeting were held, shall consent
in writing thereto.
Section 2.8 Required Vote. Except as otherwise required herein, the majority approval of the Board
members shall be required for the determination of any matter coming before the Board for a vote.
Section 2.9 Compensation.
Board members, as such, may receive reimbursement of reasonable expenses incurred by them in connection with the Companys business; however, without the unanimous consent of the Members, Board members shall not be entitled to receive any fees
or other compensation for their services as Board members.
Section 2.10 Officers. The Board may appoint officers at any
time, to assist them in the performance of their duties. If deemed necessary by the Board, the officers of the Company may consist of one or more of a chairman and chief executive officer; a chief financial officer, a president; one or more vice
presidents (who may be classified by their specific function); a secretary, a treasurer; one or more assistant secretaries and assistant treasurers; or any other officer deemed necessary by the Board. Any individual may hold any number of offices
and may be a Member, a Board member, or an affiliate of a Member or Board member. The officers shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
CONTRIBUTIONS AND ALLOCATIONS
Section 3.1 Capital Contributions and Capital Accounts. Effective as of the date hereof,
the Members have made initial Capital Contributions as set forth on Annex 1. The interests of the Members in the Company shall be represented by units. The initial number of