- 13 -
governance, 80,860 class A financial, 727,738 class B governance,
and 727,738 class B financial units. This gave ISA Trust a
13.61-percent ownership interest in each subclass of WCB Holdings
membership units. Decedent and ISA Trust received WCB Holdings
class A governance, class A financial, class B governance, and
class B financial membership units in proportion to the number of
Empak shares each contributed.5
On December 28, 1996, Mark Bongard was elected chief
manager, secretary, and treasurer of WCB Holdings. According to
the Member Control Agreement, the chief manager is the person
“duly elected or appointed pursuant to the terms of this
Agreement to manage the business of the Company.” Some of the
chief manager’s duties include general management, presiding at
meetings, overseeing that orders and resolutions are carried out,
maintaining records and certifying proceedings, and signing and
delivering WCB Holdings documents.
Limitations were placed on the chief manager’s powers. For
instance, the Member Control Agreement provided that the chief
manager was not granted sole decisionmaking authority over the
5It appears the number of class A governance units and class
A financial units issued to each member was determined by
multiplying the number of Empak shares the respective shareholder
contributed by 10 percent, rounded to the nearest share. The
number of class B governance units and class B financial units
issued to each member was then calculated by decreasing the
number of Empak shares contributed by 10 percent of the number of
Empak shares contributed, rounded to the nearest share.
Page: Previous 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 NextLast modified: May 25, 2011