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IV. ALSL
ALSL, also known as Seasons of Sarasota Limited Liability
Co., is a Wyoming limited liability company organized on
January 18, 1995. ALSL was organized to provide funds to a
limited partnership, Arbor Lake Development, Ltd. (ALD), to use
to construct a retirement condominium community in Sarasota,
Florida, to be known as the Seasons of Sarasota Retirement
Community (Seasons of Sarasota). For ALSL’s taxable years ended
December 31, 1995, 1996, and 1997, ALSL filed Federal partnership
returns of income. ALSL reported and had no revenue for those
years.
From January 18, 1995, through December 31, 1997, ALSL’s
units were owned as follows:
Member Units
Edward Hubert 20
George Hubert, Jr. 20
Sharon Hubert 20
Ollinger 5
Stethem 5
Sun Valley Investments 10
Thomas 20
100
According to the ALSL operating agreement, (1) ALSL and all of
its affairs were controlled by its members as a group, (2) the
members’ decisions by majority vote on the basis of membership
interests controlled, and (3) absent approval by a majority vote,
no single member had the power or authority to act on behalf of
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