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IV <br /> RULES RELATING TO THE MEMBERS <br /> 4.1 Admission of New Members. Additional Members may be admitted upon the <br /> unanimous written consent of all Members. <br /> 4.2 Voting of Members. A Member shall be entitled to one vote for each unit or <br /> percentage of ownership he or she has in the Company on any matter for which Members are <br /> required to vote. A Member may vote in person or by proxy at any meeting of the Members. Unless <br /> otherwise stated in this Operating Agreement, all decisions of the Members shall be by a majority <br /> vote based on the percentage of ownership in the Company, i.e. more than 50 percent of the <br /> ownership interests represented at a properly called meeting of the Members at which a quorum is <br /> present, or by unanimous written consent of the Members. <br /> 4.3 Meetings of Members. <br /> 4.3.1 Meeting of Members may be held at such time and place, either within or <br /> without the State of Colorado, as may be determined by the Managers or the person or <br /> persons calling the meeting. <br /> 4.3.2 No annual meeting of the Members shall be required, but may be called as <br /> needed or requested by any Member or pursuant to the consent of the Members. <br /> 4.3.3 Written notice stating the place,day and hour of the meeting and,in the case <br /> of a special meeting,the purpose for which the meeting is called, shall be delivered not less <br /> than ten (10) days nor more than fifty (50) days before the date of the meeting, either <br /> personally or by mail,by or at the direction of the Manager(s)or any other person calling the <br /> meeting, to each Member of record entitled to vote at such meeting. A waiver of notice in <br /> writing, signed by the Member before,at,or after the time of the meeting stated in the notice <br /> shall be equivalent to the giving of such notice. <br /> 4.3.4 By attending a meeting, a Member waives objection to the lack of notice or <br /> defective notice unless the Member, at the beginning of the meeting, objects to the holding <br /> of the meeting or the transacting of business at the meeting. A Member who attends a <br /> meeting also waives objection to consideration at such meeting of a particular matter not <br /> within the purpose described in the notice unless the Member objects to considering the <br /> matter when it is presented. <br /> 4.4 Quorum and Adjournment. A majority of the Membership Interests based on <br /> percentage of ownership entitled to vote shall constitute a quorum at the meeting of the Members. If <br /> a quorum is not represented at any meeting of the Members, such meeting may be adjourned for a <br /> period not to exceed sixty(60)days at any one adjournment;provided,however,if the adjournment <br /> is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Member <br /> entitled to vote at the meeting. <br /> 5 <br />