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12. mectim. 'mere shall lie meetings of,the rncnibens of the company ol'the first <br /> Wednesday o0une each year. Unless otherwise agced,the meeting slialll he held irl <br /> the rehistered office of-the compauiy. Special meetings ol'the nicinhcrs may be called <br /> by either manager or by any member of-the cormininy. At such rnectinl's, members will <br /> have the r4dit to consent, vote or agcc.based upon the member's interest in the <br /> company. 1:,►ch TI►ClTlllel'Sh1aU he entltled to unc�otc li)r eac h Inr.mlxrship unit of tree <br /> company owned by that member. A ma-o ity of the incnibership units shall coustitute <br /> a quorum at atilt'nieetiilg oI t11c IilCrnbclb. ll-it cfuonjIIi is present, the Alin native vote <br /> of dic rliaiority membership units represented at the ineetiiig and entitled to vote on the <br /> sul)icct shall be an act of the members. With regard to any niec(itig.written or of etl <br /> notice stating the place,day and hour oI the meCung and in the case of a spc(Tia)d <br /> meeting,the purpose for such meethig sliall he delivered not less than 10 days nor <br /> more truth 20(lays lxlilre the(late of thic meeting, either personally,or by Inail,to each <br /> member of record cutidcd to vote at such meeting. Notice to members if'illailed shall <br /> be deemed delivered as to any member when deposited in the ITS Mail,addresscd to <br /> tl)e member With postage prepaid, to the address tlic member has listed in this <br /> a�rr'e ernetit. <br /> 13. We of Interest. In (lie event a member desires to dispose of*his,'hcr interest ii) the <br /> coml)any,he/she sli< i offer his/her interest Gill or a portion thercic)r) It)r the sale to the <br /> reinaitui g rnen)lier upon the saune ternis and conditions as coivauted iIl any Nina tide <br /> w6tien oiler or proposed agreement received from a third prison. in the event the <br /> remaining member does not elect. within 30 days from the date of receipt of a duly <br /> executed copy of any such agreement, to purchase such Intcr"t on said temis, the <br /> tiC111I1,9Ii1CiIIIkt'May then ~ell llltirl►Ci'ltlll'1'CSl to 5ald third person on the (erns In the <br /> wriucil offer. However,-such sales shall be consummated within 30 days dicrcaltcr, and <br /> the third Amon shall be required to c,\cc-uic such instrumrms as reasonably neccssauy <br /> to effectuate such admission and to confirin that the third party Is lx)tlrifl be all of the <br /> terms and provisions ol*tlic operating agreement. <br /> 14. Death. Fach ilieitiber, liar Iwli/livi-self, his;7tcr heirs and 1",al representatives,hereby <br /> aigrecs that in the event of his9)er death that his/her share be sold to the surming <br /> member,and the surviving member shall buy the deceased mcnik-r's sharc at its 1'fir <br /> market value, to be dclerniined as of the date of death. The`ale shall he closed withill <br /> f)1110I1llis of the date of-death. <br /> In the event a dispute al ises a1.s to the determination c>f stic6 hair market value, the <br /> Sean shall lx cicterrnincd by three arbitrators, one member oI which sliall be <br /> selected by legal representative of the deceased member, one member of-which <br /> shall lic chosen by the remailiing,member and the third member shall lx chosen by <br /> the other two arbitraors. The decision of a niajonity ol'arbitrators shall he final an(] <br /> binding;upon all parties. All costs ol'such arbitration Shall be liorne one-half by(lie <br /> remautung incinlxr avid one-hall'by the representative of the deceased nicnAwn <br /> 15. Bev/Sell. Even thong' no Sale to all outsider is conlcniplated and the nicnllwr is not <br /> deceased or incompetent,a member may at any tirnc serve notice upc)n (lie remaining <br />