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                  iii) The Secretary. The Secretary shall give, or cause to be
given, a notice as required of all meetings of the Members and of the Board. The
Secretary shall keep or cause to be kept, at the principal executive office of
the Company or such other place as the Board may direct, a book of minutes of
all meetings and actions of Directors and Members. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings,
and the proceedings thereof. The Secretary shall perform such other duties as
may be prescribed from time to time by the Manager or the Board.

                  iv) The Treasurer. The Treasurer shall have custody of the
Company funds and securities and shall keep or cause to be kept full and
accurate accounts of receipts and disbursements in books of the Company to be
maintained for such purpose; shall deposit all moneys and other valuable effects
of the Company in the name and to the credit of the Company in depositories
designated by the Manager or the Board; and shall disburse the funds of the
Company as may be ordered by the Manager or the Board.

                  v) The Chairmen. Each Chairman, if any, shall perform such
duties as shall be assigned, and shall exercise such powers as may be granted to
him or her by the Manager or the Board.

         SECTION 6. Members.

         (a) The members of the Company shall be set forth on Exhibit B hereto.
Other persons may be admitted as members from time to time pursuant to the
provisions of this Agreement.

         (b) No member shall be liable for the debts, liabilities and
obligations of the Company, including any debts, liabilities and obligations
under a judgment, decree or order of a court.

         (c) Neither a member nor any of its affiliates, partners, members,
directors, managers, officers or employees shall be expressly or impliedly
restricted or prohibited by virtue of this Agreement or the relationships
created hereby from engaging in other activities or business ventures of any
kind or character whatsoever. Except as otherwise agreed in writing, each member
and its affiliates, partners, members, directors, managers, officers and
employees shall have the right to conduct, or to possess a direct or indirect
ownership interest in, activities and business ventures of every type and
description, including activities and business ventures in direct competition
with the Company.

         SECTION 7. Percentage Interests. CCI has contributed all of its right,
title and interest in and to its 100% membership interests in the following
entities to the capital of the Company in exchange for its membership interest:
CharterComm Holdings, LLC, Charter Communications Properties Holdings, LLC, CCT
Holdings, LLC, CCA Holdings, LLC, and Charter Communications Long Beach, LLC.
The Percentage Interests or number of membership units held by each Member are
as set forth in Exhibit B attached hereto.