AND MEC.
THE SPECIFIC COVERAGES, LIMITS OF LIABILITY
AND OTHER TERMS OF SUCH INSURANCE SHALL BE DETERMINED BY THE BOARD OF MANAGERS
IN THEIR REASONABLE DISCRETION.
[B]
THE COMPANY SHALL CARRY GENERAL BUSINESS AND LIABILITY INSURANCE
IN SUCH FORM AND AMOUNTS AS ARE DETERMINED FROM TIME TO TIME BY THE BOARD OF
MANAGERS.
UNLESS THE NON-MEC SUB MEMBERS OF THE BOARD OF MANAGERS DETERMINE
OTHERWISE, MEC SHALL BE OBLIGATED TO PROCURE SUCH INSURANCE ON BEHALF OF THE
COMPANY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL BE OBLIGATED EITHER TO PAY
FOR SUCH INSURANCE DIRECTLY OR TO REIMBURSE MEC FOR MEC'S COSTS IN PROCURING
SUCH INSURANCE.
31
ARTICLE 10
GENERAL PROVISIONS
10.1
MEETINGS.
MEETINGS OF THE MEMBERS MAY BE CALLED BY ANY MEMBER AS
WELL AS BY THE BOARD OF MANAGERS.
ANY SUCH MEETING SHALL BE HELD AT A
REASONABLE TIME AND PLACE ON NOT LESS THAN TWO (2) NOR MORE THAN SIXTY (60) DAYS
NOTICE, WHICH NOTICE SHALL INCLUDE AN AGENDA OF ITEMS TO BE CONSIDERED AT THE
MEETING.
REASONABLE ACCOMMODATION SHALL BE MADE FOR ANY MEMBER THAT ELECTS TO
ATTEND A MEETING VIA TELEPHONIC OR SIMILAR MEANS PURSUANT TO WHICH ALL PERSONS
ATTENDING THE MEETING CAN HEAR ONE ANOTHER.
NO ACTION MAY BE TAKEN AT A MEETING
OF THE MEMBERS WITHOUT THE UNANIMOUS VOTE OR CONSENT OF ALL OF THE MEMBERS.
MINUTES OF THE MEETING SHALL BE PREPARED AT THE DIRECTION OF THE BOARD OF
MANAGERS.
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THERE SHALL BE NO
REQUIREMENT OF ANNUAL OR PERIODIC MEETINGS OF THE MEMBERS OR BOARD OF MANAGERS
WITHIN THE MEANING OF THE ACT.
10.2
ACTION WITHOUT A MEETING OF ALL MEMBERS.
[A]
ANY ACTION OF THE MEMBERS MAY BE TAKEN BY WRITTEN CONSENT OF ALL
OF THE MEMBERS REQUIRED FOR SUCH ACTION UNDER THIS AGREEMENT.
[B]
A MEMBER MAY AUTHORIZE ANOTHER PERSON TO VOTE OR OTHERWISE ACT ON
ITS BEHALF THROUGH A WRITTEN PROXY OR POWER OF ATTORNEY.
[C]
IN ORDER TO FACILITATE THE DETERMINATION OF WHETHER ANY ACTION OF
THE MEMBERS HAS BEEN TAKEN BY OR WITH THE CONSENT OF THE REQUISITE NUMBER OR
PERCENTAGE OF THE MEMBERS UNDER THIS AGREEMENT, THE BOARD OF MANAGERS MAY ADOPT,
FROM TIME TO TIME UPON NOT LESS THAN TEN (10) DAYS NOTICE TO THE MEMBERS,
REASONABLE PROCEDURES FOR ESTABLISHING THE MEMBERS OF RECORD ENTITLED TO VOTE,
CONSENT OR OTHERWISE TAKE ACTION ON ANY MATTER; PROVIDED, HOWEVER, THAT ANY DATE
AS OF WHICH MEMBERS OF RECORD IS DETERMINED SHALL NOT PRECEDE THE DATE OF THE
RELATED ACTION BY MORE THAN SIXTY (60) DAYS.
10.3
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE AUXILIARY
AGREEMENTS AND THE BUSINESS PLAN, CONTAINS THE ENTIRE UNDERSTANDING AMONG THE
MEMBERS, CDI AND MEC CONCERNING THE SUBJECT MATTER THEREOF AND SUPERSEDES ANY
PRIOR WRITTEN OR ORAL AGREEMENT AMONG THEM RESPECTING THE COMPANY AND SUCH
MATTERS.
THERE ARE NO REPRESENTATIONS, AGREEMENTS, ARRANGEMENTS, OR
UNDERSTANDINGS, ORAL OR WRITTEN, AMONG THE MEMBERS, CDI AND MEC RELATING TO THE
COMPANY WHICH ARE NOT FULLY EXPRESSED IN THIS AGREEMENT OR THE