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operating agreement,22 if MFV were to be liquidated, its assets
were required to be distributed to the interest holders in MFV in
accordance with the balances in their respective capital ac-
counts. Pursuant to MFV’s operating agreement, during the normal
course of MFV’s operations, Ms. Mirowski was not entitled to the
return of the assets that she transferred to MFV.
Pursuant to section 5.1.1 of MFV’s operating agreement,23
MFV was to be managed by a general manager who could be, but did
not have to be, a member of MFV. That section of MFV’s operating
agreement designated Ms. Mirowski to serve as the initial general
manager of MFV. All of Ms. Mirowski’s powers as MFV’s initial
general manager were subject to other provisions of MFV’s operat-
ing agreement and the requirements of applicable law, including
the applicable law of the State of Maryland (Maryland law), which
imposed on her a fiduciary duty to the other members of MFV.24
21(...continued)
(iv) to Interest Holders in proportion to
their respective Capital Accounts and then to the
Interest Holders in accordance with Section 4.4 [relat-
ing to the distribution of MFV’s assets upon its liqui-
dation and dissolution].
22Section 4.4 of MFV’s operating agreement is titled “Liqui-
dation and Dissolution.”
23Section V of MFV’s operating agreement is titled “Manage-
ment: Rights, Powers and Duties”.
24Section 5.1.2 of MFV’s operating agreement described the
general powers of MFV’s general manager in pertinent part as
follows:
(continued...)
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Last modified: March 27, 2008