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• be decided by a majority (more than 50%) of the Voting Power <br /> (as defined in Section 3.7 of this Agreement) of the Members <br /> present in person or by proxy at the meeting. <br /> 3.6 Notice of Meetings. Written.notice of the time, place and <br /> purpose of any meeting of the Group shall be given to each <br /> Member at least five (5) days and not more than thirty (30) <br /> days before the date of such meeting either personally or by <br /> mail or by other means of written communication, charges <br /> prepaid, addressed to each Member at the address appearing on <br /> the service list maintained by the Steering Committee. If a <br /> meeting is called on less than five (5) days written notice, the <br /> Members calling the meeting shall make a reasonable effort to <br /> provide notice in fact to every Member. No assessment may be <br /> made at a meeting at which less than five (5) days notice has <br /> been given. <br /> 3.7 Voting Power. At any Group meeting, each Member shall have <br /> a vote in the proportion that the amount of financial <br /> contribution assessed, due and paid by such Member as of the <br /> last assessment made pursuant to this Agreement prior to such <br /> meeting bears to the total amount of financial contribution <br /> assessed and paid by all Members under this Agreement as of <br /> • such assessment; provided that any Member which has been <br /> assessed a financial contribution which assessment remains <br /> unpaid at the time the meeting is called may vote only upon <br /> payment of the full assessment prior to the voting process. <br /> 3.8 Voting by Proxy. A Member eligible to vote at a Group meeting <br /> may assign in writing, using the form attached to this <br /> Agreement, its Voting Power to another Member eligible to vote <br /> at the meeting. If the Assigning Member instructs the other <br /> Member how to vote the assigned Voting Power, the other <br /> Member will faithfully follow such instructions. <br /> 3.9 Quorum. Fifty percent (50%) of the eligible Voting Power shall <br /> be present in person or represented by proxy at any Group <br /> meeting. <br /> 3.10 Right of Separate Counsel. Notwithstanding any common legal <br /> advice and services in respect to any matter, each Member <br /> reserves the right to select and retain its own counsel to <br /> represent such Member on any matter and shall advise common <br /> counsel and the Steering Committee if such Member is not to <br /> • -3- <br />