Template Operating Agreement: Worker Cooperative Llc With A Permanent Capital Member Page 20
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26endorsement of any such certificate shall have any effect on the ownership of the membership
interest confirmed thereby.
Section 10.
Definitions.
For purposes of this Agreement, the following terms have the following meanings:
“Act” means the [STATE LLC ACT], as amended from time to time.
“Active Member” is defined in Section 2.1(b).
“Available Cash” means cash on hand in excess of the reasonable working capital needs
of the Company, as determined from time to time by the Active and Provisional Members. For
purposes of this Agreement, “cash” includes both cash and cash equivalents.
“Capital Account” is defined in Exhibit A.
“Code” means the Internal Revenue Code of 1986 or any successor statute, as amended
from time to time.
“Distribution Period” means the regular period determined by the Active and
Provisional Members for the calculation and payment of distributions pursuant to Section 4.1.
“Fiscal Year” means the calendar year, ending on each December 31.
“ICA” or “Individual Capital Account” means an account maintained on the books of
the Company for each Provisional Member, Active Member and Inactive Member.
“ICA Group Investment Credit” means an Active or Provisional Member’s Percentage
Share of interest, dividends or other returns received from [COMPANY] Group Investments.
“ICA Interest Credit” means, at the end of each Distribution Period, an increment in the
amount equivalent to a six percent (6%) annual rate of return on the amount in the Member’s
ICA at the beginning of such Distribution Period.
“ICA Required Payment” means a uniform percentage of each Active Member’s
Member Gross Profit, as determined from time to time by the Active Members, but the
Individual Capital Required Contribution shall not be less than 5% of the Member Gross Profit.
“Inactive Member” is defined in Section 2.1(c).
“Individual Capital Credit” means a credit recorded for a Member in accordance with
Section Error! Reference source not found.(c)(2).
“Member Guaranteed Payments” are early distributions to Active Members calculated
based on the Percentage Share.
“Member Profit Share Formula” is the percentage of Net Company Profits used to
calculate the Member Profit Share, and is determined from time to time by the Active Members.
17
17
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business