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N of notice or a consent to a holding of the meeting or an approval of the minutes. The <br />waiver of notice or consent need not specify either the business to be transacted or the <br />purpose of any meeting of Members. Attendance by a person at a meeting shall also <br />constitute a waiver of notice of that meeting, except when the person objects at the <br />beginning of the meeting to the transaction of any business because the meeting is not <br />lawfully called or convened and except that attendance at a meeting is not a waiver of <br />any right to object to the consideration of matters not included in the notice of the <br />meeting if that objection is expressly made at the beginning of the meeting. <br />Section 8. Member Action by Written Consent Without a Meeting. Except as <br />provided in the Agreement, any action that may be taken at any meeting of Members <br />may be taken without a meeting and without prior notice if a consent in writing setting <br />forth the action so taken is signed by a Majority in Interest of the Members (or Members <br />holding such higher aggregate Percentage Interest as is required to authorize or take <br />such action under the terms of the Agreement, these Bylaws or applicable law}. Any <br />such written consent may be executed and given by telecopy or similar electronic <br />means. Such consents shall be filed with the Secretary of the Company and shall be <br />maintained in the Company's records. <br />Section 9. Record Dafe for Member Notice, Voting, and Giving Consents. <br />(a) For purposes of determining the Members entitled to vote or act at any <br />meeting or adjournment thereof, the Board of Directors may fix in advance <br />a record date which shall not be greater than ninety (90) days nor fewer <br />than five (5) days before the date of any such meeting. If the Board of <br />Directors does not so fix a record date, the record date for determining <br />Members entitled to notice of or to vote at a meeting of Members shall be <br />at the close of business on the business day immediately preceding the <br />day on which notice is given, or if notice is waived, at the close of <br />business on the business day next preceding the day on which the <br />meeting is held. <br />(b) The record date for determining Members entitled to give consent to <br />action in writing without a meeting shall be the close of business on the <br />day on which the Board of Directors adopt the resolution relating to that <br />action unless another record date (which shall not precede the date of the <br />Board of Directors' resolution relating to the action). <br />(c) Only Members of record on the record date as herein determined shall <br />have any right to vote or to act at any meeting or give consent to any <br />action relating to such record date, provided that no Member who <br />transfers all or part of such Member's Interest after a record date (and no <br />transferee of such Interest) shall have the right to vote or act with respect <br /> <br />-3- <br />