C150349 Feasibility Study I - Laserfiche WebLink

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(f) An amendment of this Agreement 7.2 General Voting Provisions. If the approval of the Members as to any action or matter is required and neither this Agreement nor state law provides otherwise, then a determination by fifty -one percent (51%) in interest of all Membership Interests shall be effective to approve any such action or matter. Notwithstanding any provision of this Agreement, a .Member who is in default under this Agreement at the time a vote is taken or a decision is made shall not be entitled to vote, and its Membership Interest shall not be counted in determining the outcome of any vote on the action or matter. 7.3 Withdrawal, Removal, or Appointment of a Manager. The determination by fifty -one percent (51%) in interest of all Membership Interests shall be required to authorize the withdrawal, removal, or appointment of a Manager. 7.4 Amendment for Certain Purposes. Notwithstanding any provision of this Article, the Manager may amend this Agreement without notice to or approval by the Members whenever an amendment is necessary or appropriate, in the Manager's discretion, to comply with state law, the Code, or other applicable law, or there is a need to correct a false or erroneous statement or clarify a provision without changing its substantive meaning. it 7.5 Proposal and Voting on Amendments. Notice of any amendment to this Agreement requiring a vote of the Members shall be made in a writing submitted to the Members by the Manager or any Member. The proposed amendment may be voted upon at a place, time and in any manner agreed by the Members within 1.5 days after notice of the proposal is given, provided that, if they cannot agree, the proposed amendments shall be submitted to the Members and voted upon in the following manner: notice of the proposed amendment setting forth the text of the amendment shall be sent to each Member; the ballot shall state that the written vote of each Member is due at the principal office of the Company within 21 days of the date of the postmark of the notice; and ballots not received by the required date shall be deemed to have been voted against the proposal. ARTICLE 8 ASSIGNMENT OF A MEMBERSHIP INTEREST ADMISSION OF NEW MEMBERS 8,1 Intent Concerning Ownership and Transfer. The Company is formed by parties who know and trust one another, and who, based upon their relationship and trust, have agreed to certain provisions concerning the Company's management. Any transfer of a Membership Interest except as provided in this Agreement could create a substantial hardship to the Company, jeopardize its capital base, and adversely affect its tax structure. The restrictions on ownership and transfer of Membership Interests set forth in this