7.8 reimbursements. each manager and each officer shall be reimbursed by the company for any reasonable out-of-pocket costs incurred on behalf of the company and a reasonable charge for the cost of general office and aaanistrative overhead attributable to the performance of their duties to the company, together with reasonable interest that has accrued on such amounts from the date incurred until paid.
7.9 insurance. the company shall maintain for the protection of the company and all of its members such insurance as the management committee, in its sole discretion, deems necessary for the operations being conducted.
7.10 exculpation. the management committee and any officer appointed by the management committee shall not be liable to the company or to any member for any act or failure to act, nor for any errors of judgment, but only for willful misconduct or gross negligence. the company shall indemnify and hold harmless each member of the management committee, each officer and their agents and employees against and from any liability other than such person's willful misconduct or gross negligence. any such indemnification shall be paid only from the assets of the company, and no member, manager, officer or third party shall have recourse against the personal assets of any member for such indemnification.
7.11 informal action. any action required or permitted to be taken by the management committee may be taken without a meeting if the action is evidenced by a written consent describing the action taken, signed by each member of the management committee. action taken under this section is effective when all members of the management committee have signed the consent, unless the consent specifies a different effective date.
article 8
members
8.1 participation. a member, in its capacity as a member, shall take no part in the control, management, direction or operation of the affairs of the company and shall have no power to bind the company.
8.2 quorum. a majority of the outstanding voting interests, represented in person or by proxy, shall be necessary to constitute a quorum at meetings of the members. each of the members hereby consents and agrees that one or more members may participate in a meeting of the members by means of conference telephone or similar communication equipment by which all persons participating in the meeting can hear one another at the same time, and such participation shall constitute presence in person at the meeting. if a quorum is present, the affirmative vote of the majority of the voting interests represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless a greater number is required by the act. in the absence of a quorum, those present may adjourn the meeting for any period, but in no event shall such period exceed 60 days.