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• 3.5 Proxies. A Member may be represented at a meeting in person or by written proxy. 3.6 Voting. On any matter requiring action by the Members, each Member shall be entitled to vote the Member's Ownership Interest. Except as otherwise stated in the Articles of Organization, this Agreement,or applicable law, a matter submitted to a vote of the Members shall be deemed approved if it receives the affirmative vote of more than fifty percent (50%)of the Ownership Interest represented at a meeting. 4. ACTIONS WITHOUT NOTICE, WITHOUT MEETING OR BY TELEPHONE 4.1 Meeting of All Members or Operating Member. Notwithstanding any other provision of this Agreement, if all of the Members and Operating Member shall hold a meeting at any time and place,such meeting shall be valid without call or notice,and any lawful action taken at such meeting shall be the action of the members or Operating Member, respectively. 4.2 Action Without Meeting. Any action required or permitted to be taken by the Members or the Operating Member at a meeting may be taken without a meeting if a consent in writing, describing the action taken is signed by Members holding more than fifty percent(50%)of Ownership Interests, and is included in the minutes or filed with the Company's records of meeting. 4.3 Meetings by Telephone. Meetings of the Members or Operating Members may be held by conference telephone or by any other means of communication by which all participants can hear each other simultaneously during the meeting, and such participation shall constitute presence in person at the meeting. 5. POWERS AND DUTIES OF MANAGERS 5.1 Management of Company. The management and control of the Company and its business and affairs reside exclusively in the Members. The Members,or any of them,have all the powers that may be possessed by a Member in a limited liability company without managers pursuant to the .Act. 5.1.1 Notwithstanding Section 5.1, the Members agree among themselves that,except as otherwise provided in Section 5.2, in connection with Major Decisions(defined in Section 5.2), the right to manage the day-to-day operations of the Company rests exclusively in Christopher lames Merten(the "Operating Member"). Consistent with and subject to the foregoing,the Operating Member has all the rights and powers that may be possessed by a manager in a limited liability company with managers pursuant to the Act, and such rights and powers as are otherwise conferred by • law or are necessary, advisable, or convenient to the discharge of the Operating Member's duties under this Agreement and to the management of the business and affairs of the Company. Without limiting the generality of the foregoing, subject to the restrictions set forth in Section 5.2,the Operating Member has the following rights and powers(which he may exercise at the cost, expense, and risk of the Company): (I) To expend the funds of the Company in furtherance of the Company's Page-4- OPERATING AGREEMENT