Action by written consent, Proxies

Unless otherwise specified in an operating agreement, any action may be taken by the members or managers, as the case may be, by consent in writing, stating the action so taken and signed by all the members or managers. Unless provided otherwise in the operating agreement, a member, but not a manager, may designate in writing another person or persons who may act as his proxy on any matter or business of the company. Neither a manager nor the company shall honour any proxy executed as a result of an event of duress as defined in section 2 of this section.