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( a) The officers of the Company shall be, and shall be chosen, removed and carry out such functions, as are determined by the Managing Member( s). The Handling Member( s) might select, utilize, or otherwise agreement with such other Persons for the deal of business of the Company or the performance of services for or on behalf of the Business as it will identify in its sole discretion.
( b) Other than as customized in this Contract, the officers of the Business will have fiduciary tasks similar to those of officers of an organisation corporation arranged under the Florida General Corporation Law. (c) The current officers and their titles are noted on Exhibit B hereto. 4 3.4 Execution of Documents.
3.5 Voting by Members; Actions Without Fulfilling. For purposes of this Agreement, unless the context needs otherwise, the terms “approve”, “license”, “vote”, “authorization” and “validate”, or any variation thereof, will consist of any type of approval, authorization, vote, approval or ratification by the Members. Unless otherwise supplied herein, Members who are entitled to vote will can vote their Units on actions to be taken and decisions to be made defined herein or in the Serve as requiring the approval of the Members.
3.6 Dispute of Interest Deals. No contract or other transaction in between the Company and several of the Members or Handling Member( s) of the Business or any other Individual in which one or more of the Members or Managing Member( s) of the Business are managers, Managing Member( s) s, directors, or officers or are economically interested will be either void or voidable due to the fact that of such relationship or interest, due to the fact that such Members or Handling Member( s) authorizes, approves, or validates such agreement or transaction, or because their votes are counted for such function if: (a) the truth of such relationship or interest is revealed or known to the Members entitled to vote and they authorize, authorize, or ratify such contract or transaction by vote or composed authorization; or (b) the agreement or deal is reasonable and sensible as to the Company at the time it is licensed by the Managing Member( s) or the Members, as relevant.
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Each Member who is an initial celebration to this Arrangement has contributed, or concurrently with its execution of this Arrangement will contribute, to the Business the cash quantity or the property stated on Arrange I hereto opposite its name, which will represent such Member’s Capital Contribution to the Company.
No future Capital Contributions, or the failure to make such Capital Contributions, shall result in an adjustment to the number of Units held by any Member. Such future Capital Contributions shall only result in a modification to the applicable Member’s Capital Account in accordance with Section 4.2 hereof. Thereafter, no Member (consisting of Additional Members and Substitute Members) is either anticipated or obliged to contribute any additional Capital Contributions to the Business.
5 4.2 Capital Account. A single, different capital account will be maintained for each Member. Each Member’s capital account will be credited with the quantity of cash and the reasonable market value of home (web of any liabilities secured by such contributed property that the Business assumes or takes subject to) contributed by that Member to the Business; the amount of any Business liabilities assumed by such Member (other than in connection with a circulation of Business property), and such Member’s distributive share of Business Profits.
4.3 Internal Earnings Code and Regulations. Notwithstanding any arrangement of this Arrangement to the contrary, each Member’s capital account shall be maintained and changed in accordance with the Code and the Regulations, consisting of, without restriction, (i) the modifications allowed or needed by Code Sections 704( b) and, to the level relevant, the concepts expressed in Code Area 704( c) and (ii) changes needed to preserve capital accounts in accordance with the “significant financial impact test” set forth in the Regulations under Code Section 704( b).
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Any Member, consisting of any Alternative Member, who will get Units (or whose Systems will be increased) by means of a transfer to him of all or a part of the Units of another Member, shall have a capital account that reflects the capital account connected with the transferred Systems (or the appropriate portion thereof in case of a transfer of a part of the Units held by another Member).
The initial “Tax Matters Partner” for purposes of Code Section 6231 and the Regulations promulgated thereunder is listed on Exhibit C hereto. Such “Tax Matters Partner” will immediately advise each Member of any audit proceedings proposed to be conducted with regard to the Business. 4.6 Tax as S Corporation. (a) Subchapter “S” Status.
No Member shall take any action or stop working to take any action which he or it understands or need to know will result in the termination of the Company’s Subchapter “S” election (the “Election”); and, if any such act or failure to act will take place, such Member will right away take such steps that may be required to prevent the termination of the Election.
( b) Circulations. Subject to any constraint on circulations imposed by appropriate law, the Business and the Members agree as follows: (i) Subject to the terms of this paragraph, the Company shall make pro-rata distributions of cash, to the Members based on ownership of and Class of shares in the Company, to pay federal and state income taxes on the income (web of any tax benefits 6 produced for the Members by the Business, losses, deductions and credits) that passes from the Company under the suitable provisions of the Code.
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( iii) The Company will make the circulations required in subsection 4.6( b)( i) above in a prompt manner to enable the tax (consisting of, without restriction, approximated tax payments) attributable to the income travelled through the Business to any Member to be paid when due (iv) No arrangement in this subsection 4.6 will trigger the total dividend paid with respect to any impressive Unit to differ from any quantities paid with respect to any other exceptional System.