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allocation of distributions. If a distribution were authorized,
it would be allocated according to the number of class A
financial and class B financial units owned. The chief manager
was also charged with the decisionmaking for accounting matters,
except if the members representing a majority of class A
governance units disagreed. The members by a majority vote of
the class A governance units could take any action the chief
manager himself could take and could remove the chief manager.
Lastly, the chief manager needed the approval of the members
representing the majority of the class A governance units before
he could issue additional membership units, lend, borrow, or
commit WCB Holdings’s funds in excess of $25,000, authorize
capital expenditures in excess of $10,000, sell any of WCB
Holdings’s assets, including its Empak stock, worth over $10,000
in any 12-month period, or vote any securities, including its
Empak stock, owned by WCB Holdings.
On December 30, 1996, 2 days after WCB Holdings was
capitalized, a vote was held to increase the number of Empak
directors to two. The WCB Holdings chief manager did not vote on
this change, even though WCB Holdings was the sole shareholder of
Empak stock. Rather, decedent and Mr. Boyle, as trustees for the
ISA Trust, voted for this change.
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