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Also, as in the case of the Clark Hill property, petitioners
never rented or attempted to rent the Lake Lanier property, and
they never offered it for sale until forced to do so by the need
for liquidity in connection with the division of their assets
incident to their divorce. Both the sale and the divorce were
still pending at the time of the trial.
The Membership Interest Acquisition Issue
The LLC Operating Agreement
The LLC was organized in the State of Georgia on April 19,
1995, and, as of that date, the “Operating Agreement of The
Surgery Center of Georgia” (the LLC operating agreement or the
agreement) became effective. Pursuant to the agreement, the
initial members of the LLC and their initial membership interests
were as follows:
Member Percent Interest
Laser Centers of America, Inc. 45
Stephen N. Joffe, M.D. 35
Barry McKernan, M.D. 10
Hugh McLeod, M.D. 8
Deborah Moore 2
At that time, Dr. Joffe was the CEO and sole shareholder of Laser
Centers of America, Inc., which was designated the manager of the
LLC.7
7 On a day-to-day operational basis, however, Ms. Moore
managed the LLC.
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