DISTRIBUTION OF DISSOCIATING MEMBERS INTEREST Upon determination of the dissociating Members’ interest value, the value will be a debt of the Company. The dissociating Member will only be able to demand payment of this debt at dissolution of the Company or by the following method: (a) The Company will make timely payments. (b) The Company will only be required to make payments towards dissociating Member’s debt if the Company is profitable and passes income to current Members. (c) The Company must make a debt payment to the dissociating Member if the Company’s income surpassed 50% of the total determined value of the dissociating Members’ interest in a taxable year. (Example: If dissociating Members’ value was $100,000 and current Member(s) received over $50,000 taxable income in the taxable year, the Company would owe a debt payment to dissociating Member. If current Member(s) only received $40,000 in passed income, there would be no payment due.) (d) The debt payment must be at least 10% of the value of the passed income to current Members. (e) The company must make payment to dissociating Member within sixty (60) days of the end of the Company’s taxable year. (f) The payment schedule will continue until the dissociating Member’s debt is paid. (g) If the Company dissolves, the dissociating Member will be a regular creditor and payment will follow Section ▇▇-▇▇-▇▇▇ of the Act. (h) The dissociating Member’s membership interest as assigned to current Members shall NOT accrue interest. (i) The Company may pay the amount owed to the dissociating Member at any time.
VALUATION OF DISSOCIATING MEMBERS INTEREST If a Member wants to exit the Company, and does not have a buyer of its membership interest, the dissociating Member will assign its interest to the current Members according to the following procedures: (a) A value must be placed upon this membership interest before assigned. (b) If the dissociating Member and current Members do not agree on the value of the membership interest, the dissociating Member must pay for a certified appraiser to assess the Company’s value, and the dissociating Members’ interest will be assigned a value according to the dissociating Member’s percentage of ownership. (c) The current Members must approve the certified appraiser used by the dissociating Member. Current Members have thirty (30) days to approve the dissociating Member’s certified appraiser from selection date of that appraiser. If current Members disapprove the certified appraiser, they must show evidence to support their disapproval of the certified appraiser as a vendor qualified to appraise the Company. Current Members may not stall the process by disapproving all certified appraisers without good faith. (d) When a certified appraiser places a value on the Company, a value will be placed on the dissociating Member’s interest according to that Member’s membership interest. (e) If the current Members disagree with the value placed on the dissociating Members’ interest, then the current Member(s) must pay for their own certified appraiser to value the Company and the dissociating Member’s interest according to the terms of this Section. (f) The current Members’ appraisal must be completed within sixty (60) days of the initial appraisal or right of current Members to dispute the value of the dissociating Member’s interest expires. (g) Upon completion of current Members’ appraisal, the dissociating Member must approve the value placed on its interest. The dissociating Member has thirty (30) days to approve this value. (h) If the dissociating Member does not approve the current Members’ appraised value, then the value of the Company will be determined by adding both appraisers’ assessed values, then dividing that value in half.
Action by Members Without a Meeting Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the Secretary or any Assistant Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.
MEMBERS OF DIPLOMATIC MISSIONS AND CONSULAR POSTS Nothing in this Agreement shall affect the fiscal privileges of members of diplomatic missions or consular posts under the general rules of international law or under the provisions of special agreements.
Substitute Members No Member shall have the right to substitute a transferee of all or any part of such Member’s Units in its place, except as provided in this Article 11. Any such transferee of Unit(s) (whether pursuant to a voluntary or involuntary Transfer) shall be admitted to the Company as a Substitute Member only (i) with the consent of the Manager granted at its sole discretion, (ii) by satisfying the requirements of this Article 11, and (iii) upon the receipt of all necessary consents of governmental and regulatory authorities. Persons who become Substitute Members pursuant to Article 11.5 need not comply with clause (i) of the preceding sentence. Each transferee of all or part of a Member's Membership Units, as a condition to its admission as a Substitute Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Manager, as the Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such person to be bound by all the terms and provisions of this Agreement with respect to the Membership Units acquired. All reasonable expenses, including attorneys’ fees, incurred by the Company in this connection shall be borne by such person.