- 7 -
operating expenses, all outstanding and unpaid current
obligations, and a working capital reserve. In addition, the
Agreement provided that, prior to dissolution, “no Member shall
have the right to withdraw the Member’s Capital Contribution or
to demand and receive property of the Company or any distribution
in return for the Member’s Capital Contribution, except as may be
approved by the Manager.” Members also in the Agreement waived
the right to have any company property partitioned.
Concerning changes in members and disposition of membership
interests, the Operating Agreement set forth specific terms with
respect both to withdrawal of members and transfer of membership
interests. Members could not withdraw from Treeco without the
prior consent of the manager. However, under the Agreement “A
Member desiring to withdraw may offer his Units for sale to the
Company, in the person of the Manager, who shall have exclusive
authority on behalf of the Company to accept or reject the offer,
and to negotiate terms.” Pertaining to transfer of interests,
the document recited as follows:
No Member shall be entitled to transfer, assign,
convey, sell, encumber or in any way alienate all or
any part of the Member’s Interest except with the prior
written consent of the Manager, which consent may be
given or withheld, conditioned or delayed as the
Manager may determine in the Manager’s sole discretion.
If a transfer was permitted in accordance with this provision,
the transferee would have the right to be admitted as a
substitute member. If a transfer was made in violation of the
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011