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~• herein or in the Agreement or upon any other matter as to which such vote or authority <br />is deemed by the Board of Directors or the Chairman or the President to be necessary <br />or desirable. Meetings of the Members shall be called promptly by the Board of <br />Directors upon the written request of any Member. <br />Section 3. Notice of Meetings of Members. All notices of meetings of Members <br />shall be sent or otherwise given in accordance with Section 4 of this Article II not less <br />then five (5) nor more than ninety (90) days before the date of the meeting. The notice <br />shall specify (i) the place, date, and hour of the meeting, and (ii) the general nature of <br />the business to be transacted. <br />Section 4. Manner of Giving Notice. Notice of any meeting of Members shall be <br />given personally or by telephone to each Member or sent by first class mail, by <br />telegram or telecopy (or similar electronic means), or by a nationally recognized <br />overnight courier, charges prepaid, addressed to the Member at the address of that <br />Member appearing on the books of the Company or given by the Member to the <br />Company for the purpose of notice. Notice shall be deemed to have been given at the <br />time when delivered either personally or by telephone, or at the time when deposited in <br />the mail or with a nationally recognized overnight courier, or when sent by telegram or <br />telecopy (or similar electronic means). <br />Section 5. Adjourned Meeting; Notice. -Any meeting of Members, whether or not a <br />quorum is present, may be adjourned from time to time by the vote of the majority of the <br />Percentage Jnterests represented at that meeting, either in person or by proxy. When <br />any meeting of Members is adjourned to another time or place, notice need not be <br />given of the adjourned meeting, unless a new record date of the adjourned meeting is <br />fixed or unless the adjournment is for more than sixty (60) days from the date set for the <br />original meeting, in which case the Board of Directors shall set a new record date and <br />shall give notice in accordance with the provisions of Sections 3 and 4 of this Article II. <br />At any adjourned meeting, the Company may transact any business that might have <br />been transacted at the original meeting. <br />Section 6. Quorum: Voting. At any meeting of the Members, a Majority in Interest of <br />the Members, present in person or by proxy, shall constitute a quorum for all purposes, <br />unless or except to the extent that the presence of Members holding a higher <br />aggregate Percentage Interest is required by the Agreement or applicable law. Except <br />as otherwise required by the Agreement, these Bylaws, or applicable law, all matters <br />shall be determined by a Majority in Interest of the Members. <br /> <br />Section 7. Waiver of Notice by Consent of Absent Members. The transactions of a <br />meeting of Members, however called and noticed and wherever held, shall be as valid <br />as though taken at a meeting duly held after regular call and notice if a quorum is <br />present either in person or by proxy and if either before or after the meeting, each <br />person entitled to vote who was not present in person or by proxy signs a written waiver <br />-2- <br />