i) Regular Meetings. Regular meetings of the Board may be
held without notice at such time and at such place as shall from time to time be
determined by the Board, but not less often than annually.
ii) Special Meetings. Special meetings of the Board may be
called by the president or any member of the Board on twenty-four (24) hours'
notice to each director; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of Members
holding a majority of the Common Units held by all Members. Notice of a special
meeting may be given by facsimile.
iii) Telephonic Meetings. Members of the Board may
participate in any regular or special meeting of the Board, by means of
conference telephone or similar communications equipment, by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 4.4(c) will constitute presence in person at
iv) Quorum. Subject to the provisions of Section 4.3, at
all meetings of the Board, a majority of the directors shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board,
except as may be otherwise specifically provided by statute, the Certificate or
this Agreement. If a quorum is not present at any meeting of the Board, the
directors present thereat may adjourn the meeting from time to time until a
quorum shall be present. Notice of such adjournment shall be given to any
director not present at such meeting.
v) Action Without Meeting. Unless otherwise restricted by
the Certificate of Formation or this Agreement, any action required or permitted
to be taken at any meeting of the Board may be taken without a meeting if all
members of the Board consent thereto in writing and such written consent is
filed with die minutes of proceedings of the Board.
(e) Board's Duty of Care. The Board's duty of care in the discharge of
its duties to the Company and the Members is limited to discharging its duties
pursuant to this Agreement in good faith, with the care a corporate director of
like position would exercise under similar circumstances, in the manner it
reasonably believes to be in the best interests of the Company. In discharging
its duties, the Board shall not be liable to the Company or to any Member for
any mistake or error in judgment or for any act or omission believed in good
faith to be within the scope of authority conferred by this Agreement or
approved by the Manager.
SECTION 5. Officers.
(a) Officers. The officers shall be a President, a Treasurer and a
Secretary, and such other additional officers, including a Chairman of the
Board, one or more Chairmen, Vice Presidents, Assistant Secretaries and
Assistant Treasurers as the Board, the Manager or the President may from time to
time elect. Any two or more offices may be held by the same individual.