PLACE WITHIN OR WITHOUT CALIFORNIA.
MEETINGS SHALL
BE HELD NOT LESS FREQUENTLY THAN MONTHLY.
AT EACH SUCH MEETING, THE MANAGER
SHALL PRESENT A SUMMARY OF THE COMPANY'S ACTIVITIES DURING THE PRECEDING MONTH,
INCLUDING WITHOUT LIMITATION PROJECT STATUS FOR THE COMPLETION AND DISTRIBUTION
OF EACH SHOW.
UNLESS PROHIBITED BY THE ACT OR THE ARTICLES, SPECIAL MEETINGS OF
THE MEMBERS MAY BE CALLED BY ANY MEMBER OWNING MORE THAN FIFTEEN PERCENT (15%)
OF THE CLASS A UNITS FOR THE PURPOSE OF ADDRESSING ANY MATTERS ON WHICH THE
MEMBERS MAY VOTE OR ANY MATTERS RELEVANT TO THE FINANCIAL CONDITION OR
PERFORMANCE OF THE COMPANY OR THE SHOWS.
3.11
PERCENTAGE INTERESTS.
THE PERCENTAGE INTERESTS
OF THE MEMBERS SHALL BE AS STATED ON EXHIBIT A HERETO.
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ARTICLE IV
MANAGEMENT AND CONTROL OF THE COMPANY
4.1
MANAGEMENT OF THE COMPANY BY MANAGER;
REMOVAL.
(A)
MANAGEMENT OF THE COMPANY BY MANAGER.
SUBJECT TO THE LIMITATIONS SET FORTH IN THIS AGREEMENT OR THE ACT, THE BUSINESS
AND AFFAIRS OF THE COMPANY SHALL BE MANAGED BY OR UNDER THE AUTHORITY OF THE
MANAGER, WHICH SHALL INITIALLY BE CHS.
THE MANAGER SHALL HAVE ALL OF THE RIGHTS
AND POWERS WHICH MAY BE POSSESSED BY A "MANAGER" UNDER THE ACT, AND SUCH RIGHTS
AND POWERS AS ARE OTHERWISE CONFERRED BY LAW OR BY THIS AGREEMENT OR ARE
NECESSARY TO THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE COMPANY.
(B)
REMOVAL OF MANAGER.
THE MANAGER MAY BE
REMOVED AS PROVIDED IN SECTION 3.9(B) AND MAY BE UNILATERALLY AND IMMEDIATELY
REMOVED BY ANY MEMBER FOR FRAUD, EMBEZZLEMENT, MISAPPROPRIATION OF COMPANY
ASSETS AND FOR FAILURE TO MAKE TIMELY DISTRIBUTIONS TO MEMBERS IN ACCORDANCE
WITH ARTICLE VII OF THIS AGREEMENT.
PROVIDED, HOWEVER, THAT PRIOR TO REMOVING
THE MANAGER FOR FAILURE TO MAKE TIMELY DISTRIBUTIONS TO MEMBERS PURSUANT TO
SECTION 7.4 HEREOF, A MEMBER MUST DELIVER WRITTEN NOTICE (THE "NOTICE") OF SUCH
FAILURE TO THE MANAGER AT THE ADDRESS SET FORTH IN SECTION 11.16 BELOW.
IF THE
MANAGER DOES NOT CURE SUCH FAILURE WITHIN FORTY-EIGHT (48) HOURS OF DELIVERY OF
THE NOTICE, THE MANAGER SHALL BE REMOVED WITHOUT FURTHER ACTION BY THE MEMBERS
AND A REPLACEMENT MANAGER MAY BE APPOINTED BY THE MEMBER GIVING THE NOTICE.
4.2
PERFORMANCE OF DUTIES.
(A)
THE MANAGER SHALL PERFORM ITS DUTIES
CONSISTENT WITH ITS OBLIGATIONS AS SET FORTH IN SECTION 17153 OF THE ACT.
(B)
THE MANAGER WILL USE ITS BEST EFFORTS TO, OR
WILL CAUSE CHS TO:
(I)
COMPLETE THE SHOWS;
(II)
DELIVER THE SHOWS FOR DISTRIBUTION UPON
COMPLETION AND CAUSE THE SHOWS TO BE DISTRIBUTED;
(III)
RECEIVE AND ACCOUNT FOR PROCEEDS AND MAKE
DISTRIBUTIONS TO THE MEMBERS IN ACCORDANCE WITH THIS AGREEMENT;
(IV)
INCLUDE SRS AND CHS PROMOTIONAL MATERIALS,
INCLUDING WITHOUT LIMITATION LOGOS AND AD SLICKS, TO BE INCLUDED IN THE
PACKAGING MATERIALS DISTRIBUTED WITH THE SHOWS;
(V)
MAINTAIN COMPLETE, TIMELY AND ACCURATE
ACCOUNTING RECORDS AND FINANCIAL STATEMENTS;
(VI)
ENSURE THAT ALL OF CHS'S OBLIGATIONS UNDER THE
DESIGNATED CONTRACTS ARE PERFORMED; AND
(VII)
MAINTAIN ADEQUATE INSURANCE ON ALL ASSETS OF THE
COMPANY.
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(C)