(a) Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members, in either case, by members who own more than 50 percent of the then current percentage or other interest in the profits of the limited liability company owned by all of the members, may wind up the limited liability company's affairs; but the Court of Chancery, upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. A member who receives a distribution in violation of subsection (a) of this section, and who did not know at the time of the distribution that the distribution violated subsection (a) of this section, shall not be liable for the amount of the distribution. For purposes of the immediately preceding sentence, the term "distribution'' shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. If any member cannot attend the meeting, then the member(s) unable to attend shall propose an alternative date and time for the meeting.If all the members cannot attend the proposed meeting, then it shall be postponed until all members can attend.The Company was formed on when articles of organization were filed with the state of .A copy of this document has been placed in The Company record book.Also, members may be reimbursed for reasonable expenses incurred on behalf of The Company as evidenced by proper receipts.Other Business Interests - A member may not own or be involved in any way with an activity or entity that competes with The Company, or otherwise might diminish the earning potential of The Company without the prior written approval of all members.
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Any matter brought before the members to be voted on shall pass when approved by more than 50% of the members as based on their ownership percentage.Meetings - At this time, The Company does not have scheduled meetings, but it may provide for such scheduled meetings upon the approval of a majority of members.A special meeting may be requested by a member at any time either verbally or in writing.Transfer of a members ownership of The Company, or a change in a members ownership percentage in The company may only take place upon approval of a majority of the members.
Voting - Each member shall be entitled to vote on matters affecting The Company at a meeting held to discuss such matters.
The member making this call for a meeting shall provide a proposed date and time for the meeting.