5.10 removal. at a meeting called expressly for that purpose, all or any lesser number of managers may be removed, with or without cause, only with the consent of members holding a twothirds interest (inclusive of any voting interests held by the manager or its affiliates). the removal of a manager who is also a member shall not affect the manager's rights as a member and shall not constitute a withdrawal of a member.
5.11 vacancies. any vacancy occurring for any reason in the number of managers shall be filled by the affirmative vote of members holding a twothirds interest (determined without regard to any voting interest owned by a manager who was removed pursuant to section 5.10 during the preceding 24month period). any manager's position to be filled by reason of an increase in the number of managers shall be filled by the affirmative vote of a twothirds interest.
5.12 compensation, reimbursement, organization expenses.
(a) except as provided in section 5.12(c), the manager shall not be compensated for its services to the company, except as approved by both fff and hhh partners. upon the submission of appropriate documentation each member shall be reimbursed by the company for reasonable outofpocket expenses incurred on behalf, or at the request, of the company.
(b) upon the submission of appropriate documentation the company shall reimburse hhh partners and nii for their legal expenses reasonably incurred by them in connection with the formation, organization and capitalization of the company, including the legal fees incurred in connection with negotiating and drafting this agreement and any ancillary document; provided that such reimbursement shall not exceed $,_________ for either hhh partners (collectively) or nii.
(c) nii shall be reimbursed for expenses it incurs in connection with shared services (including without limitation, ticket fulfillment, payroll, human resources, accounting, 24hour services, facilities, rent, utilities, administrative costs, and third party expenses). such reimbursement shall be on a per transaction, per call, per person or other reasonable basis, provided that the terms of any such reimbursement are not less favorable to the company than could be obtained from an unrelated party.
(d) the manager shall cause the company to make an appropriate election to treat the expenses incurred by the company in connection with the formation and organization of the company to be amortized under the 60month period beginning with the month in which the company begins business to the extent that such expenses constitute 'organizational expenses' of the company within the meaning of code section 709(b)(2).