Texas Limited Liability Company Operating Agreement Page 2
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111.6
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 a
negative
capital account balance, there shall be a
qualified income offset, as set forth in
Treasury Regulation 1.704-l(b)(2)(ii)(d).
Operating Agreement - 2
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