Member Meeting Letter-Agenda-Proxy

MEMBER MEETING NOTICE, AGENDA, AND PROXY

Date:

To: Member Name:

Whereas

WHEREAS, the Board of Directors/Managing Members has determined that a meeting of the members is necessary to consider and vote upon matters of corporate governance and certain proposals affecting member rights; and

WHEREAS, the meeting will be held in accordance with the organizational governing documents and applicable law, and notice is being provided to each member entitled to vote as of the record date set forth below; and

WHEREAS, members entitled to vote may attend the meeting in person or appoint a proxy to vote on the member's behalf in accordance with the proxy provisions set forth herein.

Notice of Meeting

Meeting Date:     Time:

Location:

Record Date for Voting:     Quorum Requirement:

Agenda

The following matters are scheduled to be presented, discussed and acted upon at the meeting. Items may be considered in any order permitted by the presiding officer.

Additional items may include nominations, elections, amendments to governing documents, approval of transactions, or other matters set forth by the Board.

Proxy — Appointment and Voting Instructions

I hereby appoint (check one):

  The Chair of the Meeting to act as my proxy with full power of substitution to vote and otherwise act for me on all matters presented at the meeting.

  The following individual to act as my proxy:  

This proxy shall be valid for:

  All matters properly brought before the meeting and any adjournment thereof.

  Only the specific matters listed below (describe instructions precisely):

If no specific direction is given with respect to a particular matter, the proxy appointed above is authorized to vote in the proxy holder's discretion.

Revocation of Proxy

A proxy may be revoked by the member at any time prior to exercise of the proxy by delivering to the Secretary a subsequent signed proxy bearing a later date, by attending the meeting and voting in person, or by written notice of revocation delivered to the Organization prior to the opening of the meeting.

Voting Certification and Record

Votes cast by proxy will be tabulated and recorded in the minutes. The appointment of a proxy constitutes a representation by the member that the member was the record holder as of the record date and that the proxy is being executed by an authorized person.

Notice and Delivery

Completed proxies must be delivered to the Organization's Secretary at the address below so as to be received before the meeting begins. Delivery by hand, mail, courier, or other means approved by the Secretary is permitted. Contact Name: ; Contact Address:

Governing Law

This notice, proxy and any disputes arising out of the appointment or execution of this proxy shall be governed by and construed in accordance with the substantive laws of the state designated in the Organization's governing documents.

Entire Agreement

This instrument constitutes the entire proxy and meeting notice with respect to the matters described herein and supersedes any prior written or oral statements by the Organization concerning this meeting and proxy.

Acknowledgment and Signature

By signing below, the member certifies that the information provided is true and that the member is authorized to execute this proxy. The proxy will be effective as of the date signed unless revoked in accordance with the provisions above.

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