39.
Tax Matters Partner. The Members hereby designate
_____________________________________ as the "tax matters partner" for purposes of
representing the LLC before the Internal Revenue Service if necessary.
40.
Partnership Election. The Members elect that the LLC be taxed as a
partnership and not as an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
41.
Records and Inspection. The LLC shall maintain at its place of business the
Articles of Organization, any amendments thereto, this Agreement, and all other LLC
records required to be kept by the Act, and the same shall be subject to inspection and
copying at the reasonable request, and the expense, of any Member.
42.
Obtaining Additional Information. Subject to reasonable standards, each
Member may obtain from the LLC from time to time upon reasonable demand for any
purpose reasonably related to the Member's interest as a Member in the LLC: (1)
information regarding the state of the business and financial condition of the LLC; (2)
promptly after becoming available, a copy of the LLC's federal, state, and local income tax
returns for each year; and (3) other information regarding the affairs of the LLC as is just
and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
43.
Amendment. Except as otherwise provided in this Agreement, any
amendment to this Agreement may be proposed by a Member. Unless waived by the
Members, the proposing Member shall submit to the Members any such proposed
amendment together with an opinion of counsel as to the legality of such amendment and the
recommendation of the Member as to its adoption. A proposed amendment shall become
effective at such time as it has been approved in writing by a majority of the Members. This
Agreement may not be amended nor may any rights hereunder be waived except by an
instrument in writing signed by the party sought to be charged with such amendment or
waiver, except as otherwise provided in this Agreement.
44.
Applicable Law. To the extent permitted by law, this Agreement shall be
construed in accordance with and governed by the laws of the State of
________________________.
45.
Pronouns, Etc. References to a Member or Manager, including by use of a
pronoun, shall be deemed to include masculine, feminine, singular, plural, individuals,
partnerships or corporations where applicable.