- 31 -
Although Ms. Mirowski held a 52-percent interest in MFV and
was its general manager, pursuant to section 5.1.2.3, 5.1.3.1,
and 5.1.3.2 of MFV’s operating agreement, she could not sell or
otherwise dispose of any of the assets of MFV, other than in the
ordinary course of MFV’s operations, without the approval of all
the members of MFV.25 Pursuant to section 7.1.1 of MFV’s operat-
ing agreement, Ms. Mirowski could not liquidate and dissolve MFV
without the approval of all the members of MFV. Pursuant to
section 5.1.3.1 and 5.1.3.4 of that operating agreement, Ms.
Mirowski could not admit additional members to MFV without the
24(...continued)
5.1.2. General Powers. The General Manager shall
have full, exclusive, and complete discretion, power,
and authority, subject in all cases to the other provi-
sions of this Agreement and the requirements of appli-
cable law, to manage, control, administer, and operate
the business and affairs of the Company for the pur-
poses herein stated, and to make all decisions affect-
ing such business and affairs * * *
25In other words, pursuant to section 5.1.3.1 and 5.1.3.2 of
MFV’s operating agreement, Ms. Mirowski could not undertake any
“Capital Transaction” without the approval of all MFV’s members.
The term “Capital Transaction” is defined in section I of MFV’s
operating agreement to mean:
any transaction not in the ordinary course of business
which results in the Company’s receipt of cash or other
consideration other than Capital Contributions, includ-
ing, without limitation, proceeds of sales or exchanges
or other dispositions of property not in the ordinary
course of business, financings, refinancings, condemna-
tions, recoveries of damage awards, and insurance
proceeds.
As used hereinafter, the term “capital transaction” shall have
the meaning set forth in section I of MFV’s operating agreement.
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Last modified: March 27, 2008