Texas Limited Liability Company Operating Agreement Page 2
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101.6
PRINCIPAL PLACE OF BUSINESS. The location of the principal place of
business of the Company shall be as stated in the Texas certificate of formation
or at a location as the Managers select
.
1.7
THE MEMBERS. The name and place of residence of each member are listed
below at Certification of Members. Members are the owners of this company.
1.8
ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly
provided in the Agreement, no additional members may be admitted to the
Company through issuance by the company of a new interest in the Company
without the prior unanimous written consent of the Members.
ARTICLE II
Capital Contributions
2.1
INITIAL CONTRIBUTIONS. The Members initially shall contribute to the
Company capital and the company shall keep record of the amount each
contributed.
2.2
ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no
Member shall be obligated to make any additional contribution to the Company's
capital.
ARTICLE III
Profits, Losses and Distributions
3.1
PROFITS/LOSSES. For financial accounting and tax purposes the Company's
net profits or net losses shall be determined on an annual basis and shall be
allocated to the Members in proportion to each Member's relative capital interest
in the Company, and as amended from time to time in accordance with Treasury
Regulation 1.704-1.
3.2
DISTRIBUTIONS. The Members shall determine and distribute available funds
annually or at more frequent intervals as they see fit. Available funds, as referred
to herein, shall mean the net cash of the Company available after appropriate
provision for expenses and liabilities, as determined by the Managers.
Distributions in liquidation of the Company or in liquidation of a Member's interest
shall be made in accordance with the positive capital account balances pursuant
to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a Member shall have
anegative capital account balance, there shall be a qualified income offset, as set
forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
Operating
A greement
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