8.3 informal action. any action required or permitted to be taken at a meeting of the members may be taken without a meeting if the action is evidenced by a written consent describing the action taken, signed by each member entitled to vote. action taken under this section is effective when all members entitled to vote have signed the consent, unless the consent specifies a different effective date.
8.4 meetings. meetings of the members for any purpose or purposes may be called by the management committee or by holders of not less than 10% of all voting interests. the place of meeting shall be the registered office of the company.
8.5 notice of meeting. written notice stating the place, day and hour of the meeting of the members and the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail, by or at the direction of the management committee or other person calling the meeting, to each member of record entitled to vote at such meeting. if mailed, such notice shall be deemed delivered as provided in the act. waiver of notice and actions taken at a meeting shall be effective as provided in the act.
8.6 proxies. at all meetings of members, a member may vote in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. such proxy shall be filed with the management committee before or at the time of the meeting. no proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
8.7 conduct of meeting. at each meeting of the members, a chairman for that particular meeting shall be elected. the chairman shall be the member in attendance who has received the vote of the majority of the voting interests represented at the meeting. the chairman shall preside over and conduct the meeting and shall appoint someone in attendance to make accurate minutes of the meeting. following each meeting, the minutes of the meeting shall be sent to the management committee and each member.
8.8 tax matters member. aaa is hereby designated as the tax matters member for the company pursuant to section 6231(a) of the code. aaa is authorized to perform, on behalf of the company or any member, any act that may be necessary to make this designation effective.
article 9
accounting and reporting
9.1 books. the management committee shall maintain complete and accurate books of account at the registered office of the company. the management committee shall provide any member any information requested relating to the business of the company. during ordinary business hours any member or its authorized representative shall have access to all books, records and materials regarding the company and its activities.