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Pursuant to section 5.1.1 of MFV’s operating agreement, MFV
was to be managed by a general manager, and the initial general
manager was to be Ms. Mirowski. Section 5.1.2 of MFV’s operating
agreement provided:
The General Manager shall have full, exclusive, and
complete discretion, power, and authority, subject in
all cases to the other provisions of this Agreement and
the requirements of applicable law, to manage, control,
administer, and operate the business and affairs of the
Company for the purposes herein stated, and to make all
decisions affecting such business and affairs * * *[55]
On the record before us, we find that, pursuant to section
5.1.2 of MFV’s operating agreement, Ms. Mirowski’s discretion,
power, and authority as MFV’s general manager were subject to the
other provisions of MFV’s operating agreement, including section
4.1 (regarding the distribution of cash flow and the allocation
of profit or loss from transactions other than capital transac-
tions); section 4.2 (regarding the distribution of capital
proceeds and the allocation of profit or loss from capital
transactions); section 4.4 (regarding the distribution of MFV’s
assets upon the liquidation and dissolution of MFV); section
55MFV’s operating agreement expressly listed in section
5.1.2 various powers, including the following, that were among
the powers of MFV’s general manager, subject in all cases to the
other provisions of that operating agreement and the requirements
of applicable law: Acquire by purchase, lease, or otherwise any
real or personal property; sell, dispose of, trade, or exchange
MFV’s assets in the ordinary course of MFV’s business; borrow
money for and on behalf of MFV; enter into any kind of activity
necessary to, in connection with, or incidental to the accom-
plishment of the purposes of MFV; and invest and reinvest MFV
reserves in short-term instruments or money market funds.
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Last modified: March 27, 2008