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5.1.4.2. Any Member who takes any action or binds the Company in <br /> violation of this Section 5.1 shall be solely responsible for any loss and expense incurred by the <br /> Company as a result of the unauthorized action and shall indemnify and hold the Company <br /> harmless with respect to the loss or expense. <br /> 5.2. Meetings of and Voting by Members. <br /> 5.2.1. A meeting of the Members may be called at any time by the General <br /> Manger or by those Members holding at least ten percent (10%) of the Percentages then held by <br /> Members. Meetings of Members shall be held at the Company's principal place of business or at <br /> any other place designated by the Persons calling the meeting. Not less than ten (10) nor more <br /> than fifty (50) days before each meeting, the Persons calling the meeting shall give written notice <br /> of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, <br /> place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who <br /> is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the <br /> notice which is filed with the records of Members' meetings, or is present at the meeting in <br /> person or by proxy and fails to object to the lack of notice. Unless this Agreement provides <br /> otherwise, at a meeting of Members, the presence in person or by proxy of Members holding <br /> more than fifty percent (50%) of the Percentages then held by Members constitutes a quorum. A <br /> Member may vote either in person or by written proxy signed by the Member or by the <br /> Member's duly authorized attorney-in-fact. <br /> 5.2.2. Except as otherwise provided in this Agreement, the affirmative vote of <br /> Members holding more than fifty percent (50%) of the Percentages then held by Members <br /> present at a meeting at which there is a quorum shall be required to approve any matter coming <br /> before the Members. <br /> 5.2.3. An annual meeting shall be held at such time and place as the General <br /> Manager shall fix. Notice shall be given to the Members in accordance with Section 5.2.1. <br /> 5.2.4. Any action required or permitted to be taken at a Members' meeting may <br /> be taken without a meeting if the action is taken by consent of all of the Members entitled to vote <br /> on the action. The action must be evidenced by one or more written consents describing the <br /> action to be taken, signed by all the Members entitled to vote on the action, and delivered to the <br /> Company for inclusion in the minutes. The record date for determining Members entitled to take <br /> action without a meeting is the first date a Member signs the consent to such action. <br /> 5.3. Personal Services <br /> 5.3.1. No Member shall be required to perform services for the Company solely <br /> by virtue of being a Member. Unless approved by the General Manager, no Member shall <br /> perform services for the Company or be entitled to compensation for services performed for the <br /> Company. <br /> 5.3.2. Unless approved by Members holding 50% of the Percentages then held by <br /> Members, the General Manager shall not be entitled to compensation for services performed for <br /> /`f '`�," <br />