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NEO I SO <br />C" <br /> <br />Representative Directors or Outside Directors. The Special Meeting will be held on that date <br />specified in the request therefor or any other date upon which the Members and that party <br />requesting the meeting may agree. Any request for a Special Meeting must: (i) be made in <br />writing, (ii) be delivered to the Board of Directors by mail, hand delivery or email, (iii) be <br />deemed delivered when mailed, delivered or electronically sent, (iv) provide a date, time and <br />place for the Special Meeting, and (v) specify the purpose or purposes for the Special Meeting. <br />5_6 Location of Meetings. Any meeting of the General Assembly may be held at such <br />place within or without the State of Ohio as may be designated in the notice of the meeting. <br />Meetings may be held in person and through any communications equipment if all persons <br />participating in the meeting can hear each other. <br />5_7 Notice. Written notice ("Notice") of the time, place and purposes of any meeting <br />of the General Assembly must be given to each Member entitled thereto not less than seven (7) <br />days nor more than sixty (60) days before the date fixed for the meeting and as prescribed by <br />law. The Notice must be given either by personal delivery or mailed to each Member entitled to <br />notice of or to vote at the meeting. If the Notice is mailed, it must be directed, postage prepaid, <br />to the Members at their respective addresses as they appear upon the records of the Corporation, <br />and notice will be deemed to have been given on the day mailed. If any meeting is adjourned to <br />another time or place, no notice as to the adjourned meeting need be given other than by <br />aruiouncement at the meeting at which the adjournment is taken. No business will be transacted <br />at any adjourned meeting except as might have been lawfully transacted at the meeting at whici? <br />the adjournment was taken. <br />5_8 Waiver of Notice. Notice of any meeting may be waived in writing by any <br />Member either before or after any meeting of the General Assembly, or by attendance at the <br />meeting without protest prior to the commencement thereof. <br />5_9 Members Entitled to Notice of and to Vote at Meetings. If a record date is not <br />fixed, the record date for the determination of Members entitled to notice of or to vote at any <br />meeting of the General Assembly will be the close of business on the twentieth day prior to the <br />date of the meeting and only Members of record at the record date will be entitled to notice of <br />and to vote at the meeting. The record date will continue to be the record date for all <br />adjourmnents of the meeting unless a new record date is fixed and notice thereof and of the date <br />of the adjourned meeting be given to all Members entitled to Notice in accordance with the new <br />record date so fixed. <br />5.10 uorum. At any meeting of General Assembly, the presence of a majority of the <br />Members of the Corporation, whether present in person or by proxy, will constitute a quorum for <br />the meeting. The Members present in person or by proxy, whether or not a quorum be present, <br />may adjourn the meeting from time to time without notice other than by announcement at the <br />meeting. <br />5.11 Voting. Except as provided by statute, in the Articles of Incorporation, or in this <br />Code of Regulations, every Member entitled to vote will be entitled to cast one vote on each <br />proposal submitted to the meeting. At any meeting at which a quorum is present, all questions <br />-6- <br />Northeast Ohio Sourcing Office <br />%Nhv11V.ncoso.org <br />, ????,? - _ _ ? . ..a ? .z ? ,? .,«?.????•,M ,_,? _, <br />5422 F.,;ist 96dh St. Suite 150 p 1216.581.6200 ? <br />Clevcland, OH 44125 I' 1216.581.6213 ? <br />