This document is the operating agreement for Chelsea Glass, LLC, a Delaware limited liability company formed on December 15, 2030. It defines various terms related to the company's organization and management. The company will engage in developing, marketing, licensing, and commercializing recycled glass materials and products. It will be managed by Managing Members, who will make ordinary business decisions requiring a majority vote. The agreement also establishes provisions regarding capital contributions, allocations, distributions, and responsibilities of members.
The operating agreement forms Saints and Barrels LLC, a New York limited liability company owned equally by Jorge Sanchez and Gabino L. Legrand. It establishes the company's purpose, governance structure, and financial obligations of its members. Key terms include allocating profits/losses proportionally based on ownership, requiring unanimous member approval for additional capital contributions, and allowing members to transfer their interests to new members with written consent.
The document summarizes the key aspects of a company's Articles of Association (AOA). It explains that the AOA establishes the internal rules and regulations of a company for matters like share capital, share transfers, meetings, and directors. It notes the different contents that may be included in an AOA and the process for altering the AOA via a special resolution. The document also distinguishes an AOA from a Memorandum of Association, stating that the MOA defines a company's external relations while the AOA governs internal management and member relations.
Partnership termination and liquidation in Ethiopia can occur in two ways: termination without court intervention if partners agree to dissolve or the purpose/term expires, or termination by court order for good cause such as serious partner disputes or duties not being fulfilled. The liquidation process involves converting assets to cash, settling all liabilities, and distributing any remaining cash to partners according to their agreement or equally if not specified. The commercial code of Ethiopia outlines the specific procedures and responsibilities of partners/liquidators during termination and liquidation of a partnership.
Vitarann Social Foundation - Article of associationvitarann
Vitarann Social Foundation is registered under Section 25 compact act of Government of India. This is the Article of Association document which is approved by Ministry of corporate affairs. Few last pages are removed from the document for privacy purpose. This contains the director list and their share holding in the organisation. As it is Section 25 company share holding does not pay off any dividend. But if someone is interested in knowing the full details they can always contact us at contact@vitarann.org. We believe in transparency.
For more details#
1. http://corporatedir.com/company/vitarann-social-foundation
2. http://vitarann.org/contact
Forest Glade Estate - Draft Memorandum of IncorporationAdriaan Gie
This document is a memorandum of incorporation for The One Hundred and Three Home Owners Association NPC. It outlines the association's name, objectives, powers, membership, financial obligations of members, and governance structure including directors and meetings. The key points are:
- The association promotes and manages the collective interests of its members regarding their common property and determines and collects levies.
- Membership is limited to owners of private erven, who have financial obligations to the association including contribution to assets and payment of levies.
- Governance includes a board of directors, annual general meetings, notice procedures, quorum rules, and voting procedures. The directors are responsible for the association's functions and powers.
This document amends the articles of incorporation for Strive to Recovery Non-Profit Corporation. It outlines the corporation's name, principal office location, purpose to be organized exclusively for charitable and educational purposes, initial officers and directors, procedures for electing directors, registered agent, incorporator, restrictions on use of earnings, distribution of assets upon dissolution, board of directors authority to adopt bylaws and amend articles of incorporation, and general powers of the corporation. The registered agent accepts the appointment. The incorporator submits the document and affirms the facts stated are true.
Section 25 companies under the Indian Companies Act 1956 are formed for the sole purpose of promoting commerce, art, science, religion, or charity. They must apply their profits only to promoting their objectives and cannot pay dividends. They require a license from the central government. Section 25 companies offer benefits like limited liability without disclosing member details, exemption from statutory requirements like minimum capital and annual return disclosures. However, they must still comply with provisions of the Companies Act unless expressly exempted and cannot alter their objectives without government approval.
The memorandum of incorporation is for The One Hundred and Three Home Owners Association NPC. It establishes the association to manage collective interests for its members regarding common property. Key details include:
- Membership is limited to owners of the 206 cluster and garage erven.
- The association has powers to collect levies from members and maintain common areas.
- Directors are appointed to manage the association and collect funds.
- General meetings allow members to vote on important issues like levies.
- Rules govern members' use of common areas and obligations to the association.
The operating agreement forms Saints and Barrels LLC, a New York limited liability company owned equally by Jorge Sanchez and Gabino L. Legrand. It establishes the company's purpose, governance structure, and financial obligations of its members. Key terms include allocating profits/losses proportionally based on ownership, requiring unanimous member approval for additional capital contributions, and allowing members to transfer their interests to new members with written consent.
The document summarizes the key aspects of a company's Articles of Association (AOA). It explains that the AOA establishes the internal rules and regulations of a company for matters like share capital, share transfers, meetings, and directors. It notes the different contents that may be included in an AOA and the process for altering the AOA via a special resolution. The document also distinguishes an AOA from a Memorandum of Association, stating that the MOA defines a company's external relations while the AOA governs internal management and member relations.
Partnership termination and liquidation in Ethiopia can occur in two ways: termination without court intervention if partners agree to dissolve or the purpose/term expires, or termination by court order for good cause such as serious partner disputes or duties not being fulfilled. The liquidation process involves converting assets to cash, settling all liabilities, and distributing any remaining cash to partners according to their agreement or equally if not specified. The commercial code of Ethiopia outlines the specific procedures and responsibilities of partners/liquidators during termination and liquidation of a partnership.
Vitarann Social Foundation - Article of associationvitarann
Vitarann Social Foundation is registered under Section 25 compact act of Government of India. This is the Article of Association document which is approved by Ministry of corporate affairs. Few last pages are removed from the document for privacy purpose. This contains the director list and their share holding in the organisation. As it is Section 25 company share holding does not pay off any dividend. But if someone is interested in knowing the full details they can always contact us at contact@vitarann.org. We believe in transparency.
For more details#
1. http://corporatedir.com/company/vitarann-social-foundation
2. http://vitarann.org/contact
Forest Glade Estate - Draft Memorandum of IncorporationAdriaan Gie
This document is a memorandum of incorporation for The One Hundred and Three Home Owners Association NPC. It outlines the association's name, objectives, powers, membership, financial obligations of members, and governance structure including directors and meetings. The key points are:
- The association promotes and manages the collective interests of its members regarding their common property and determines and collects levies.
- Membership is limited to owners of private erven, who have financial obligations to the association including contribution to assets and payment of levies.
- Governance includes a board of directors, annual general meetings, notice procedures, quorum rules, and voting procedures. The directors are responsible for the association's functions and powers.
This document amends the articles of incorporation for Strive to Recovery Non-Profit Corporation. It outlines the corporation's name, principal office location, purpose to be organized exclusively for charitable and educational purposes, initial officers and directors, procedures for electing directors, registered agent, incorporator, restrictions on use of earnings, distribution of assets upon dissolution, board of directors authority to adopt bylaws and amend articles of incorporation, and general powers of the corporation. The registered agent accepts the appointment. The incorporator submits the document and affirms the facts stated are true.
Section 25 companies under the Indian Companies Act 1956 are formed for the sole purpose of promoting commerce, art, science, religion, or charity. They must apply their profits only to promoting their objectives and cannot pay dividends. They require a license from the central government. Section 25 companies offer benefits like limited liability without disclosing member details, exemption from statutory requirements like minimum capital and annual return disclosures. However, they must still comply with provisions of the Companies Act unless expressly exempted and cannot alter their objectives without government approval.
The memorandum of incorporation is for The One Hundred and Three Home Owners Association NPC. It establishes the association to manage collective interests for its members regarding common property. Key details include:
- Membership is limited to owners of the 206 cluster and garage erven.
- The association has powers to collect levies from members and maintain common areas.
- Directors are appointed to manage the association and collect funds.
- General meetings allow members to vote on important issues like levies.
- Rules govern members' use of common areas and obligations to the association.
This document provides an overview of the constitution of a company under Malaysian law, focusing on the Memorandum of Association. It discusses the required contents of the Memorandum, including the name, objectives, capital structure, and liability clauses. It also examines how the Memorandum and Articles of Association can be altered, with the Memorandum generally being more difficult to amend due to its importance in defining the company's external relations. The document analyzes restrictions on altering the Memorandum and Articles, and the relationship between the two documents that together form the company's constitution.
Impact of Companies (Acceptance of Deposits) Amendment Rules, 2019Mohd.Asif Khan
The Companies (Acceptance of Deposits) Amendment Rules, 2019 made several changes including: 1) Amounts received from Real Estate Investment Trusts will no longer be considered deposits; 2) Form DPT-3 was substituted and must now be filed annually with details of deposits and transactions not considered deposits; 3) A onetime return in Form DPT-3 must be filed within 90 days providing outstanding receipts from 2014 to 2019 not considered deposits.
This document outlines key provisions of The Corporation Code of the Philippines. It defines corporations and classes of corporations, and outlines requirements for incorporation such as the number of incorporators, contents of articles of incorporation, and minimum capital stock requirements. It also discusses classification and types of shares, amendment of articles of incorporation, and forms that must be used for articles of incorporation.
The document is a Limited Liability Partnership Agreement between multiple members to form an LLP in accordance with UK law. It outlines the key terms of the partnership including definitions, incorporation details, the nature and duration of the business, intellectual property ownership, accounting practices, banking arrangements, members' duties and responsibilities, profit sharing percentages, and provisions for retirement, expulsion, arbitration and winding up the partnership. The members sign the agreement alongside witnesses to formally enter the LLP partnership.
Corporate meetings, whether of directors, shareholders, or members, can be regular or special. Meetings allow for a majority to make binding decisions for the corporation, provided proper notice was given and the meeting was properly called and conducted. Key elements of meetings include quorum requirements, voting procedures such as by proxy, and rules for joint ownership of shares. Stock certificates must be issued following certain requirements and signed by corporate officers, and transfers recorded by the corporation in order to be valid against the company. Consideration for shares cannot be less than par or issued value, and can include assets, labor, or previous debt as well as cash.
This document outlines the legal rules for foreign corporations doing business in the Philippines according to Title XV of the Corporation Code. It defines a foreign corporation and establishes the requirements for obtaining a license to transact business, including submitting documents to the SEC. The document also describes the rights and obligations of licensed foreign corporations, the process for mergers or withdrawals, and penalties for non-compliance.
The memorandum of association outlines key information about a company such as its name, registered office location, objectives, share capital structure, and liability of members. It acts as the charter and constitution of the company. The memorandum must include the company name, objectives, liability structure, and details of initial share subscriptions. A company's name cannot be identical to an existing name and is subject to certain rules depending on authorized capital. The memorandum also specifies whether a company has limited or unlimited liability. The articles of association further define internal regulations and management of a company, covering topics like shareholder rights, meetings, directors, accounts, and winding-up. They must be consistent with the memorandum and Companies Act. A company can either draft its own
Forest Glade Estate - Articles of AssociationAdriaan Gie
This document outlines the articles of association for The One Hundred and Three Home Owners Association, which governs a residential development.
The summary includes:
- Membership in the association is limited to owners of private properties within the development. When a property is transferred, the new owner automatically becomes a member.
- The directors are empowered to collect levies from members to fund the association's operating expenses, including maintenance of common areas. Levies must be approved by members at an annual general meeting.
- Special levies can also be imposed by the directors, without a member vote, to cover specific statutory obligations or unforeseen expenses. Additional levies for structural changes require a member vote.
This document outlines qualifications and requirements for corporate boards of directors and officers according to the Corporation Code of the Philippines. It discusses the following key points:
1. Board members must own stock, be Philippine residents, and not have criminal convictions. Certain industries like banks require citizen directors.
2. Officers are elected annually and must include a president, treasurer, and secretary. The president and secretary cannot be the same person.
3. Directors have responsibilities to act diligently, obediently, and loyally. They cannot receive secret profits and are disqualified from voting on personal interests. Contracts between corporations with interlocking directors are permitted if certain conditions are met.
4. Powers of corporations
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
1. Create a study schedule and stick to it. Block out specific times each week to review different subjects.
2. Focus your review on your weakest subjects first. Spend more time reviewing areas you struggled with on practice tests.
3. Practice old exams. Work through multiple choice and essay questions from prior exams. Compare your answers.
4. Study with a group. Quiz each other on key concepts, formulas, and technical details. Explain things to others.
5. Make flashcards of important terms, rules, exceptions. Carry them with you and review during downtime.
The document discusses the history and development of company law in England and India. It traces the key acts passed in England from 1844 onwards that established the concept of limited liability companies and defined their basic structure and governance. The Limited Liability Act of 1855 allowed for limited liability, while the 1856 act introduced memorandums and articles of association. Subsequent acts strengthened requirements around accountability, auditing and directors' liability. Indian company law was modeled on these English acts, with the first Indian act passed in 1850.
This document outlines regulations for close corporations and special corporations under Philippine law. For close corporations, it specifies requirements like ownership and transfer restrictions, and rules around shareholder agreements. It describes deadlock situations and allows shareholders to compel share buybacks or dissolution. For educational corporations, it specifies incorporation requirements and rules around boards of trustees. It also defines religious corporations as either corporations sole (led by a presiding elder) or religious societies, and sets rules for incorporating as a corporation sole.
Chapter v responsibilities, rights and privilegesCel Milan
Cooperatives must register their address with the Cooperative Development Authority and make certain documents available for members and regulators. They must keep accurate financial records, publish annual reports, and bond accountable officers. Cooperatives have priority over members' debts and can deduct loan payments from members' salaries with their authorization. They receive various tax exemptions depending on their accumulated reserves.
This document discusses non-profit companies registered under Section 8 of the Indian Companies Act. It defines a Section 8 company as a non-profit organization registered to promote arts, science, commerce, sports, education, research, social welfare, religion, or other charitable purposes. Key features mentioned include limited liability status, exemption from minimum capital requirements, and tax deductions for donors. The document outlines the steps for registering a Section 8 company, including minimum director and shareholder requirements, name approval, memorandum and articles of association filing, and registration fees. It also discusses grounds for revoking a Section 8 company's charter and associated penalties.
The document outlines the Orissa Self-Help Cooperative Act of 2001 in India. It discusses the evolution of the cooperative movement in Odisha since 1898. The key points of the Act include provisions around the incorporation, membership, management, finance, and dissolution of cooperatives. It describes the registration process for new cooperatives and rules regarding a cooperative's name, location, assets, membership, governance through a general body and board of directors, and more.
The document discusses different types of non-corporate business entities including sole proprietorship, Hindu Undivided Family (HUF), partnership, limited liability partnerships, and insolvency law. It describes the key features, advantages, disadvantages and essential legal aspects of each entity type. For partnerships specifically, it covers partnership deeds, rights and duties of partners, and the landmark case of Meinhard v. Salmon which established the fiduciary duty between business partners.
This document summarizes key concepts in corporate law. It discusses how corporations are classified as stock or non-stock. It also covers the separate legal personality of corporations, corporate tort liability, piercing the corporate veil, determining corporate nationality, and the retroactive effect of amending corporate documents. Additionally, it addresses topics such as share classifications, redeemable shares, treasury shares, and the rules regarding non-voting shares.
The document discusses various concepts relating to corporations under Philippine law. It defines a corporation and its key components such as incorporators, corporators, stockholders, and members. It also describes different types of corporations and shares. The main classes of shares discussed are voting and non-voting shares, par value and no-par value shares, common and preferred shares, and founder's shares. The rights and restrictions associated with these different share types are summarized.
This document is a founders' agreement that establishes the terms of a partnership between multiple founders starting a company. It outlines ownership and management structure, intellectual property ownership, confidentiality obligations, capital contributions, expense reimbursement, distributions, dispute resolution procedures, and other standard terms governing the relationship between the founders and partnership. The agreement is intended to comprehensively define the rights and responsibilities of the founders as partners in the new company.
The document discusses the advantages and disadvantages of using the internet in schools according to Miss Nelly Sánchez. The advantages are that it provides quick and unlimited information, is highly motivating for students, and provides visual elements like animations and pictures to illustrate topics. However, the disadvantages are that it can create an addiction, students may copy and paste without analyzing information, copyrights are often not respected, and it is not a completely reliable source of information. Miss Sánchez believes the internet opens opportunities for students and teachers but also dangers if not properly controlled and guided by teachers.
Social Media Management and Monitoring ReviewJunyan Wu
This internship summary discusses responsibilities for social media management and monitoring for two brands. The intern helped identify key stakeholder groups, built a social media content calendar, and interacted with stakeholders. Responsibilities included familiarizing with social media functions, improving analytics skills, and collecting/analyzing data from Google Analytics and social media platforms. The internship helped improve skills in social media operations, planning, relationship building, and using analytics to improve digital strategy.
This document provides an overview of the constitution of a company under Malaysian law, focusing on the Memorandum of Association. It discusses the required contents of the Memorandum, including the name, objectives, capital structure, and liability clauses. It also examines how the Memorandum and Articles of Association can be altered, with the Memorandum generally being more difficult to amend due to its importance in defining the company's external relations. The document analyzes restrictions on altering the Memorandum and Articles, and the relationship between the two documents that together form the company's constitution.
Impact of Companies (Acceptance of Deposits) Amendment Rules, 2019Mohd.Asif Khan
The Companies (Acceptance of Deposits) Amendment Rules, 2019 made several changes including: 1) Amounts received from Real Estate Investment Trusts will no longer be considered deposits; 2) Form DPT-3 was substituted and must now be filed annually with details of deposits and transactions not considered deposits; 3) A onetime return in Form DPT-3 must be filed within 90 days providing outstanding receipts from 2014 to 2019 not considered deposits.
This document outlines key provisions of The Corporation Code of the Philippines. It defines corporations and classes of corporations, and outlines requirements for incorporation such as the number of incorporators, contents of articles of incorporation, and minimum capital stock requirements. It also discusses classification and types of shares, amendment of articles of incorporation, and forms that must be used for articles of incorporation.
The document is a Limited Liability Partnership Agreement between multiple members to form an LLP in accordance with UK law. It outlines the key terms of the partnership including definitions, incorporation details, the nature and duration of the business, intellectual property ownership, accounting practices, banking arrangements, members' duties and responsibilities, profit sharing percentages, and provisions for retirement, expulsion, arbitration and winding up the partnership. The members sign the agreement alongside witnesses to formally enter the LLP partnership.
Corporate meetings, whether of directors, shareholders, or members, can be regular or special. Meetings allow for a majority to make binding decisions for the corporation, provided proper notice was given and the meeting was properly called and conducted. Key elements of meetings include quorum requirements, voting procedures such as by proxy, and rules for joint ownership of shares. Stock certificates must be issued following certain requirements and signed by corporate officers, and transfers recorded by the corporation in order to be valid against the company. Consideration for shares cannot be less than par or issued value, and can include assets, labor, or previous debt as well as cash.
This document outlines the legal rules for foreign corporations doing business in the Philippines according to Title XV of the Corporation Code. It defines a foreign corporation and establishes the requirements for obtaining a license to transact business, including submitting documents to the SEC. The document also describes the rights and obligations of licensed foreign corporations, the process for mergers or withdrawals, and penalties for non-compliance.
The memorandum of association outlines key information about a company such as its name, registered office location, objectives, share capital structure, and liability of members. It acts as the charter and constitution of the company. The memorandum must include the company name, objectives, liability structure, and details of initial share subscriptions. A company's name cannot be identical to an existing name and is subject to certain rules depending on authorized capital. The memorandum also specifies whether a company has limited or unlimited liability. The articles of association further define internal regulations and management of a company, covering topics like shareholder rights, meetings, directors, accounts, and winding-up. They must be consistent with the memorandum and Companies Act. A company can either draft its own
Forest Glade Estate - Articles of AssociationAdriaan Gie
This document outlines the articles of association for The One Hundred and Three Home Owners Association, which governs a residential development.
The summary includes:
- Membership in the association is limited to owners of private properties within the development. When a property is transferred, the new owner automatically becomes a member.
- The directors are empowered to collect levies from members to fund the association's operating expenses, including maintenance of common areas. Levies must be approved by members at an annual general meeting.
- Special levies can also be imposed by the directors, without a member vote, to cover specific statutory obligations or unforeseen expenses. Additional levies for structural changes require a member vote.
This document outlines qualifications and requirements for corporate boards of directors and officers according to the Corporation Code of the Philippines. It discusses the following key points:
1. Board members must own stock, be Philippine residents, and not have criminal convictions. Certain industries like banks require citizen directors.
2. Officers are elected annually and must include a president, treasurer, and secretary. The president and secretary cannot be the same person.
3. Directors have responsibilities to act diligently, obediently, and loyally. They cannot receive secret profits and are disqualified from voting on personal interests. Contracts between corporations with interlocking directors are permitted if certain conditions are met.
4. Powers of corporations
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
1. Create a study schedule and stick to it. Block out specific times each week to review different subjects.
2. Focus your review on your weakest subjects first. Spend more time reviewing areas you struggled with on practice tests.
3. Practice old exams. Work through multiple choice and essay questions from prior exams. Compare your answers.
4. Study with a group. Quiz each other on key concepts, formulas, and technical details. Explain things to others.
5. Make flashcards of important terms, rules, exceptions. Carry them with you and review during downtime.
The document discusses the history and development of company law in England and India. It traces the key acts passed in England from 1844 onwards that established the concept of limited liability companies and defined their basic structure and governance. The Limited Liability Act of 1855 allowed for limited liability, while the 1856 act introduced memorandums and articles of association. Subsequent acts strengthened requirements around accountability, auditing and directors' liability. Indian company law was modeled on these English acts, with the first Indian act passed in 1850.
This document outlines regulations for close corporations and special corporations under Philippine law. For close corporations, it specifies requirements like ownership and transfer restrictions, and rules around shareholder agreements. It describes deadlock situations and allows shareholders to compel share buybacks or dissolution. For educational corporations, it specifies incorporation requirements and rules around boards of trustees. It also defines religious corporations as either corporations sole (led by a presiding elder) or religious societies, and sets rules for incorporating as a corporation sole.
Chapter v responsibilities, rights and privilegesCel Milan
Cooperatives must register their address with the Cooperative Development Authority and make certain documents available for members and regulators. They must keep accurate financial records, publish annual reports, and bond accountable officers. Cooperatives have priority over members' debts and can deduct loan payments from members' salaries with their authorization. They receive various tax exemptions depending on their accumulated reserves.
This document discusses non-profit companies registered under Section 8 of the Indian Companies Act. It defines a Section 8 company as a non-profit organization registered to promote arts, science, commerce, sports, education, research, social welfare, religion, or other charitable purposes. Key features mentioned include limited liability status, exemption from minimum capital requirements, and tax deductions for donors. The document outlines the steps for registering a Section 8 company, including minimum director and shareholder requirements, name approval, memorandum and articles of association filing, and registration fees. It also discusses grounds for revoking a Section 8 company's charter and associated penalties.
The document outlines the Orissa Self-Help Cooperative Act of 2001 in India. It discusses the evolution of the cooperative movement in Odisha since 1898. The key points of the Act include provisions around the incorporation, membership, management, finance, and dissolution of cooperatives. It describes the registration process for new cooperatives and rules regarding a cooperative's name, location, assets, membership, governance through a general body and board of directors, and more.
The document discusses different types of non-corporate business entities including sole proprietorship, Hindu Undivided Family (HUF), partnership, limited liability partnerships, and insolvency law. It describes the key features, advantages, disadvantages and essential legal aspects of each entity type. For partnerships specifically, it covers partnership deeds, rights and duties of partners, and the landmark case of Meinhard v. Salmon which established the fiduciary duty between business partners.
This document summarizes key concepts in corporate law. It discusses how corporations are classified as stock or non-stock. It also covers the separate legal personality of corporations, corporate tort liability, piercing the corporate veil, determining corporate nationality, and the retroactive effect of amending corporate documents. Additionally, it addresses topics such as share classifications, redeemable shares, treasury shares, and the rules regarding non-voting shares.
The document discusses various concepts relating to corporations under Philippine law. It defines a corporation and its key components such as incorporators, corporators, stockholders, and members. It also describes different types of corporations and shares. The main classes of shares discussed are voting and non-voting shares, par value and no-par value shares, common and preferred shares, and founder's shares. The rights and restrictions associated with these different share types are summarized.
This document is a founders' agreement that establishes the terms of a partnership between multiple founders starting a company. It outlines ownership and management structure, intellectual property ownership, confidentiality obligations, capital contributions, expense reimbursement, distributions, dispute resolution procedures, and other standard terms governing the relationship between the founders and partnership. The agreement is intended to comprehensively define the rights and responsibilities of the founders as partners in the new company.
The document discusses the advantages and disadvantages of using the internet in schools according to Miss Nelly Sánchez. The advantages are that it provides quick and unlimited information, is highly motivating for students, and provides visual elements like animations and pictures to illustrate topics. However, the disadvantages are that it can create an addiction, students may copy and paste without analyzing information, copyrights are often not respected, and it is not a completely reliable source of information. Miss Sánchez believes the internet opens opportunities for students and teachers but also dangers if not properly controlled and guided by teachers.
Social Media Management and Monitoring ReviewJunyan Wu
This internship summary discusses responsibilities for social media management and monitoring for two brands. The intern helped identify key stakeholder groups, built a social media content calendar, and interacted with stakeholders. Responsibilities included familiarizing with social media functions, improving analytics skills, and collecting/analyzing data from Google Analytics and social media platforms. The internship helped improve skills in social media operations, planning, relationship building, and using analytics to improve digital strategy.
Este documento presenta una introducción a la auditoría interna. Explica que la auditoría interna es un proceso sistemático e independiente para evaluar el cumplimiento de normas y objetivos de inocuidad. Detalla los tipos de hallazgos de una auditoría como no conformidades mayores, menores y oportunidades de mejora. Finalmente, destaca las ventajas de la auditoría interna como la reducción de costes y aumento de eficiencia.
The document provides an overview of the history and modern practices of crowdfunding. It discusses how crowdfunding has evolved from early subscription models in the 17th century to the first crowdfunding platforms in the early 2000s. It then lists 10 steps for a successful crowdfunding campaign, including having an affordable product, maintaining an active campaign through updates, strong start and finish, and sharing through social media and email. The overall document serves as a guide for those interested in launching a crowdfunding campaign.
El documento compara diferentes teorías del desarrollo. 1) Freud y Erikson comparten la base de la teoría psicoanalítica pero difieren en cómo dividen las etapas del desarrollo y los factores que influyen en cada etapa. 2) Las teorías del psicoanálisis, conductismo y Gestalt difieren en sus explicaciones sobre el aprendizaje y los procesos mentales. 3) Los científicos sociales usan teorías para generar hipótesis, descubrimientos y guía práctica, además de explicar
Skyscraper, Inc. is an innovation firm that uses creative techniques grounded in psychology to help organizations achieve breakthrough innovations. Their three proprietary processes - Groundbreaker, Builder, and Designer - prioritize insights, create breakthrough ideas, and design prototypes respectively to drive the innovation pipeline from strategy to launch. Skyscraper believes their creative and experiential approach unlocks teams' potential to solve problems in new ways and develop winning innovations.
This training session discusses how to avoid slips, trips, and falls in the workplace. This includes avoiding hazards on walking and working surfaces and work platforms, as well as how to avoid accidents on ladders and stairs.
A empresa anunciou um novo produto que combina hardware e software para fornecer uma solução completa para clientes. O produto oferece recursos avançados de inteligência artificial e aprendizado de máquina para ajudar os usuários a automatizar tarefas complexas. Analistas esperam que o produto ajude a empresa a crescer em novos mercados e aumentar sua receita nos próximos anos.
Syllabus for my Fall 2016 social media class. Learn more about my class at mattkushin.com. A blog post on this class is here: http://mattkushin.com/2016/08/24/social-media-class-overview-fall-2016/
Difference Between Poor & Rich CountriesKamyantra.com
The document discusses factors that differentiate poor and rich countries. It determines that the age of a country, natural resources, intellectual level, and race are not determining factors, as some old countries and those without resources are rich, while some intelligent populations remain poor. The key difference, it concludes, is the attitudes and principles of a population, including ethics, integrity, patriotism, responsibility, respect for law and order, citizens' rights, hard work, and punctuality. Adopting these attitudes and principles is presented as the path for a country to become rich and successful.
Multi member-llc-operating-agreement-downloadGeorges Krinker
This document outlines an operating agreement for a limited liability company (LLC). It establishes four members of the LLC and allocates ownership units equally among them. The agreement specifies the LLC will be member-managed and decisions will be made by majority vote. It also covers responsibilities of members, capital contributions, distributions, admission of new members, transfer of ownership units, withdrawal of members, and dissolution of the LLC.
The document provides information on converting a firm to a company under the Companies Act 2013. There are two main methods of conversion - forming a new company with the partners as shareholders, or converting the existing firm without dissolution by preparing deed provisions. The requirements for conversion include having a minimum of 7 members, consent of the majority or 3/4 members, and forming the company as unlimited, limited by shares, or limited by guarantee. The steps outlined include obtaining DINs, reserving a company name, publishing advertisements, and filing various forms along with documents before receiving a certificate of incorporation.
The document defines a company and outlines its key characteristics such as registration, separate legal entity status, transferable shares, and limited liability. It also describes the different types of companies (public, private, limited by shares or guarantee, unlimited) and key company documents like the memorandum of association and articles of association. Finally, it covers various company concepts like members, meetings, share capital, and prospectus.
The document defines key terms related to companies under the Indian Companies Act of 1956, including:
- What constitutes a company and the characteristic features of companies
- The two main types of companies - private and public
- The key requirements to form and register a company, including preparing documents, filing with the Registrar of Companies, and obtaining a Certificate of Incorporation
- How a company can raise capital through private placement of shares or public issuance of a prospectus
This document outlines key requirements and procedures for incorporating a private corporation in the Philippines according to Chapter 6 of the Corporation Code. It discusses the number and qualifications of incorporators, the term and extension of a corporation, minimum capital stock requirements, contents of articles of incorporation, amendment processes, and commencement of corporate existence among other things. The main points covered are that a corporation requires a minimum of 5 but no more than 15 incorporators, exists for no more than 50 years, and must file articles of incorporation with the Securities and Exchange Commission to legally commence operations.
This document outlines an agreement between a company and an advisor where the advisor agrees to provide mentoring and advisory services to the company. The advisor will not receive cash compensation but will receive equity in the company. The agreement specifies that the advisor is an independent contractor, not an employee. It also requires the advisor to keep company information confidential and assigns any intellectual property relating to the company's business that the advisor creates to the company. The agreement is governed by the laws of the state listed on the signature page and can be terminated by either party with 5 days notice.
The memorandum of association is the charter of a company that defines its scope and powers, while the articles of association contain the internal regulations for how the company will operate. The memorandum must be filed for any company to be registered and can only be altered in limited circumstances, whereas the articles provide rules for matters like director duties, shareholder rights, and meetings and can be more easily altered by special resolution. Together the memorandum and articles establish the legal foundation for a company.
Incorporation and organization of private corporationjohnromulo1
The document outlines various sections from the Corporation Code of the Philippines relating to the formation and operation of corporations. It discusses requirements for incorporators, the term and extension of corporations, minimum capital stock requirements, contents of articles of incorporation including corporate name and purpose, amendments to articles, and grounds for rejection or disapproval of articles. It also covers commencement of corporate existence, de facto corporations, corporations by estoppel, and effects of non-use of charter or continuous inoperation.
The document defines a company and discusses its key characteristics such as separate legal entity, perpetual succession, transferable shares, and limited liability. It outlines the different types of companies including registered companies that are further divided into companies limited by shares, companies limited by guarantee, and unlimited companies. The document also discusses the memorandum of association, articles of association, membership of a company, rights and liabilities of members, and key concepts like depositories, register of members, foreign registers, annual returns, and prospectus.
This document provides an overview of the memorandum of association for companies in India. It discusses that the memorandum of association is one of the key documents filed during company incorporation and defines the scope and powers of a company. It outlines the various clauses that must be included in the memorandum of association such as the company name, registered office, objects, liability, and capital. It also discusses how the memorandum of association can be altered through special resolutions for changes like the company name, registered office, objects, and capital structure. The purpose of the memorandum is to define the limits of a company's operations and make them known to shareholders and external parties.
The document summarizes key provisions of the Companies Act 1956 in India. It defines a company and outlines its key features such as separate legal entity status and limited liability. It classifies companies into public limited, private limited, deemed public, unlimited, guarantee, government and foreign. It describes the process of company formation including memorandum of association, articles of association, prospectus, and registration. It also covers topics like board of directors, their powers and meetings, and winding up of companies.
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The document defines key terms related to companies under the Indian Companies Act of 1956, including:
1. What constitutes a company and the characteristic features of companies like separate legal entity, limited liability, and transferability of shares.
2. The two main types of companies - private and public - and the distinguishing criteria between them like ownership and invitation of public subscriptions.
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The document summarizes key aspects of the Companies Act 1984 in Pakistan. It discusses the incorporation of companies, requirements for memorandums and articles of association, management and administration of companies, and winding up or dissolution of companies. Specifically, it outlines the clauses required in a memorandum of association, contents that must be included in articles of association, grounds for compulsory and voluntary winding up of a company, and winding up under court supervision.
LLC OPERATING AGREEMENT FORMAT
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A Frontend Development Course is an educational program that imparts knowledge to students on crafting and designing user interfaces for websites and web applications. It covers HTML, CSS and JavaScript to build attractive and interactive web pages.
Startup PPT New _20231108_133402_0000.pdfMANOJLAMBA7
This document is a template for a founder's agreement that establishes the terms of a business venture between co-founders. It outlines provisions for initial capital contributions, ownership structure and voting rights distributed based on ownership percentages, intellectual property ownership being assigned to the company, procedures for amendment and termination, and resignation of founders. It also includes boilerplate clauses for confidentiality, dispute resolution through mediation or arbitration, and defining the agreement as the entire understanding between the founders. The founder's agreement is intended to prevent disputes between co-founders by formalizing expectations upfront.
The document defines a company and its key features. It states that a company is a legal entity formed under the Companies Act and registered with the Registrar of Companies. It then lists the key features of a company such as separate legal entity, limited liability, perpetual succession, transferability of shares, and more. The document also discusses the different types of companies based on incorporation, liability, ownership, control and number of members. It provides details on statutory companies, registered companies, limited companies, unlimited companies and more.
1. LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
CHELSEA GLASS, LLC
This Limited Liability Company Operating Agreement (this “Agreement”) of Glass Tech, LLC, a Delaware limited
liability company organized pursuant to the Delaware Limited Liability Company Act (the "Company"), is entered
into and shall be effective as of December 15, 2030, by and among the signatories of this particular agreement.
I.
DEFINITIONS
For purposes ofthis Agreement, unless the context clearly indicates otherwise, the following terms shall
have the following meanings:
1. Additional Member: A Member other than an Initial Member or a Substitute Member who has
acquired a Membership Interest in the Company.
2. Assignee:A transferee of a Membership Interest who has not been admitted as a Substitute
Member.
3. Capital Account: The account maintained for a Member or Assignee.
4. Capital Contribution: Any contribution of Property, services or the obligation to contribute
Property or services made by or on behalf of a Member or Assignee.
5. Commitment: The Capital Contributions that a Member or Assignee is obligated to make.
6. Company Property: Any Property owned by the Company.
7. Contributing Members: Those members making contributions as a result of the failure of a
Delinquent Member to make the contributions required by the Commitment.
8. Dissociation: Any action which causes a Person to cease to be Member.
9. Dissolution Event: An event, the occurrence of which will result in the dissolution of the
Company unless the Members agree to the contrary.
10. Initial Capital Contribution: The Capital Contribution agreed to be made by the Initial
Members.
11. Initial Members: The signatories of this, agreement Glasstech Inc. and Greenbriar Recycling Inc.
(“the Parties”), attached hereto and made a part hereof by this reference who have executed this
Agreement.
12. Majority Vote: The affirmative vote of a Member or Members holding greater than fifty percent
(50%), Greenbriar Inc., of the voting Membership Interests in the Company; in the case of actions of the
Managing Members, the affirmative vote of Managing Members representing Members which hold in the
aggregate greater than fifty percent (50%) of the voting Membership Interests in the Company.
13. Managing Members: The individuals who will make the ordinary and usual decisions
concerning the business affairs of the Company.
14. Member: Initial Member, Substituted Member or Additional Member, and, unless the context
expressly indicates to the contrary, includes Managing Members.
2. 15. Membership Interest: The rights of a Member or, in the case of an Assignee,the rights of the
assigning Member, in distributions (liquidating or otherwise) and allocations of the profits, losses,gains,
deductions,and credits of the Company.
16. Net Losses: The losses and deductions ofthe Company as reported on the books of the Company.
17. Net Profits: The income and gains of the Company as reported on the books of the Company.
18. Person: An individual, trust,estate,or any incorporated or unincorporated organization permitted
to be a member of a limited liability company under the laws of the State of Delaware.
19. Property: Any property,real or personal, tangible or intangible, including money and any legal
or equitable interest in such property.
20. Resignation: The act by which a Managing Member ceases to be a Managing Member.
21. Substitute Member: An Assignee who has been admitted to all of the rights of membership
pursuant to this Agreement by unanimous vote.
II.
FORMATION
22. Organization. The Members hereby organize to form a limited liability company pursuant to the
provisions of Delaware Title 6, Sections 18-101, et seq.,and all amendments thereto (the "Act").
23. Agreement. For and in consideration of the mutual covenants herein contained and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members
executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may from time
to time be amended according to its terms. It is the express intention of the Members that this Agreement
shall be the sole source of agreement of the parties, and, except to the extent that a provision of this
Agreement is expressly prohibited or ineffective underthe Act, this Agreement shall control, even when
inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent that
any provision of this Agreement is prohibited or ineffective under the Act,this Agreement shall be
considered amended as necessary to make the Agreement effective under the Act. If the Act is
subsequently amended or interpreted in such a way as to make any provision of this Agreement that was
formerly invalid valid, such provision shall be considered to be valid from the effective date of such
interpretation or amendment.
24. Name. The name of the Company is Chelsea Glass LLC, and the business ofthe Company shall
be conducted underthat name, or under any other name as may be determined by Majority Vote of the
Members, but, in any case, only to the extent permitted by applicable law.
25. Effective Date. This Agreement shall become effective as of the date of filing of a Certificate of
Formation on behalf of the Company with the Delaware Secretary of State.
26. Term. This Agreement shall remain in effect and the Company shall remain in existence until
such time as the Company is dissolved and its affairs wound up in accordance with the Act or this
Agreement.
27. Registered Agent and Office. The registered agent for the service of process and the registered
office shall be that person and location reflected in the Certificate of Formation as filed in the office of the
Secretary of State. The Managing Members, may, from time to time, change the registered agent or office
through appropriate filings with the Secretary of State. If the registered agent ceases to act as such for any
3. reason or the registered office shall change, the Managing Members shall promptly designate a replacement
registered agent or file a notice of change of address as the case may be.
28. Principal Office. The principal office of the Company shall be located at 123 Glasblow Drive,
Greenbriar PA 19035 or at such otherlocation as shall be designated by the Managing Members of the
Company by Majority Vote.
III.
NATURE OF BUSINESS
The Company may engage in any lawful business permitted by the Act or by the laws of any jurisdiction in
which the Company may do business. In particular, the Company may engage in the development,
marketing, licensing, and commercialization of recycled glass material and products. The Company shall
have the authority to do all things necessary orconvenient to accomplish its purposes and operate its
business as described in this Article III. The authority granted to the Managing Members hereunder to bind
the Company shall be limited to actions necessary or convenient to its business.
I.
ACCOUNTING AND RECORDS
29. Records to be Maintained. The Company shall maintain the following records at its principal
office:
1. A current list of the full name and last known business address ofeach Member
and Managing Member;
2. A copy of the Certificate of Formation, and all amendments thereto,together
with executed copies of any powers of attorney pursuant to which any amendments have
been executed;
3. Copies of the Company's federal, foreign, state and local income tax returns and
reports, if any, for each year;
4. Copies of this Agreement, including all amendments hereto;
5. Financial statements of the Company for the five (5) most recent years;
6. A writing or other data compilation from which information can be obtained
through retrieval devices into reasonably usable form setting forth the following:
7. a description and statement of the agreed value of the Property or services
contributed by each Member and which each Member has agreed to contribute;
8. the times at which, or conditions upon the occurrence of which, any additional
Commitments are to be made by a Member;
9. any right of a Member to receive, or of the Company to make, distributions to a
Member which include a return of all or any part of the Member's Capital Contribution; and
4. 10. any events upon the occurrence of which the Company is to be dissolved and its
affairs wound up.
30. Reports to Members.
1. The Managing Members shall provide reports at least annually to the Members
(other than Assignees) at such time and in such manner as the Managing
Members may determine reasonable. Such reports may include a review of the
Company's financial records prepared by an independent accounting firm.
2. The Managing Members shall provide all Members with those information
returns of income required by the Code and the laws of any state.
31. Accounts. The Managing Members shall maintain a record of the Capital Account for each
Member.
I.
RIGHTS AND DUTIES OF MEMBERS
32. Management Rights. All Members (other than Assignees)shallbe entitled to vote on any matter
submitted to a vote of the Members, with the exception of the holder(s) of those Membership Interests
which are designated as non-voting upon issuance.
33. Majority Control. Wheneverany matter is required or permitted to be approved by the Members
under the Act or this Agreement, such matter shall be considered approved or consented to upon the
action of the Members by Majority Vote.
34. Liability of Members. The debts,obligations and liabilities of the Company, whether arising in
contract, tort, under statute orotherwise, shall be solely the debts,obligations and liabilities of the
Company, and no Member or Managing Member of the Company shall be obligated personally for any
such debt,obligation or liability of the Company solely by reason of being a Member or acting as a
Managing Member of the Company. The failure of the Company to observe any formalities or
requirements relating to the exercise of its powers or management of its business oraffairs under this
Agreement or the Act shall not be grounds for imposing personal liability on the Members or
Managing Members for liabilities of the Company.
35. Indemnification. The Company shall indemnify any Member or Managing Member, made a party to
an action or proceeding or threatened to be made a named defendant or respondent in an action or
proceeding because such Member or Managing Member acted on behalf of the Company, against
liability for any claims, actions,losses,damages, judgments, settlements, penalties, fines, taxes,
interest, or reasonable expenses incurred by or asserted against such Member or Managing Member
with respect to such action or proceeding, provided that (a) the Member or Managing Member acted in
good faith, and (b) the Member or Managing Member reasonably believed its, his or her conduct not to
be adverse to the best interests of the Company.
The Company shall not indemnify a Member or Managing Member underthis section in connection with
either (i) an action or proceeding by or in the right of the Company in which such Member or Managing Member
was adjudged liable to the Company, or (2) any other action or proceeding alleging improper personal benefit to
such Member or Managing Member, whether or not involving an action on behalf of the Company, in which such
Member or Managing Member was adjudged liable on the basis that personalbenefit was improperly received by
such Member or Managing Member.
5. 1. Representations and Warranties. Each Member, and in the case of a corporation or
other organization, each person executing this Agreement on behalf of the corporation or organization,
hereby represents and warrants to the Company and to each otherMember that: (a) if such Member is a
corporation or other organization, that it is duly organized, validly existing and in good standing under the
laws of its state of organization and that it has full corporate or organizational power to execute and deliver
this Agreement and to perform its obligations hereunder, (b) the Member is acquiring its interest in the
Company for the Member's own account as an investment and without an intent to distribute the
Membership Interest,and (c) the Member acknowledges that the Membership Interests have not been
registered under the Securities Act of 1933, or under any state securities laws, and may not be resold or
transferred by the Member without appropriate registration or the availability of an exemption from such
requirements.
2. Conflicts of Interest.
a. Any Member, including a Managing Member, shall be entitled to enter into transactions that
may be considered to be competitive with, or a business opportunity that may be beneficial to, the
Company, it being expressly understood that Members may enter into transactions that are similar
to the transactions into which the Company may enter. Notwithstanding the foregoing, a Member
shall account to the Company and hold as trustee for it any Property, profit, or benefit derived by
the Member, without the consent of the other Members, in the conduct and winding up of the
Company’s business orfrom a use or appropriation by the Member of Company Property.
b. A Member, including a Managing Member, does not violate a duty or obligation to the
Company merely because such Member's conduct furthers the Member's own interest, provided,
however, that each Member shall be obligated to act in good faith in its relations with the
Company and the other Members. A Member or Managing Member may lend money to, borrow
money from, act as a surety,guarantor or endorserfor, guaranty or assume one or more specific
obligations of, provide collateral for, and transact other business with the Company and, subject to
other applicable law, has the same rights and obligations with respect to any such matter as a
person who is not a Member or Managing Member. The rights and obligations of a Member who
lends money to or transacts business with the Company are the same as those of a person who is
not a Member. No transaction with the Company shall be voidable solely because a Member has a
direct or indirect interest in the transaction if either (a) the transaction is fair to the Company, or
(b) the disinterested Managing Member(s) or disinterested Members, in either case knowing the
material facts of the transaction and the Member's interest, authorize, approve or ratify the
transaction by Majority Vote.
3. Annual Meeting of Members. The Managing Members shall call and hold a meeting of
the Members at least once each year in accordance with the Act. A quorum for purposes of this meeting
shall be one more than one-half by number of all of the Members.
II.
MANAGING MEMBERS
4. Original Managing Members. Ordinary and usualdecisions concerning the business
affairs of the Company shall be made by the Managing Members. There shall be two original Managing
Members, who must be officers of Members of the Company. The original Managing Members of the
Company shall be Don Henley and James Brown.
5. Term of Office as Managing Member. No Managing Member shall have any
contractual right to such position. Each Managing Member shall serve until the earlier to occur of either (a)
the Dissociation of such Managing Member or of the Member of which such Managing Member is an
officer, or (b) the removal of such Managing Member.
6. 6. Authority of Members and Managing Member to Bind the Company. The Members
hereby agree that only the Managing Members and authorized agents of the Company shall have the
authority to bind the Company. No Member other than a Managing Member and a Member represented by
a Managing Member shall take any action to bind the Company. Any Member who is not a Managing
Member or a Member represented by a Managing Member shall indemnify the Company for any claims,
damages, losses,liabilities, costs or expenses incurred by the Company as a result of any unauthorized
action of such Member. The Managing Members shall have the full authority to manage the business and
affairs of the Company and shall act on all matters by Majority Vote, whether taken at an in-person
meeting, a telephonic meeting or by written consent. For purposes ofthe Code, FCR, Inc. (or its affiliated
Member) shall be the “tax matters partner.”
Without limiting the generality of the foregoing, the Managing Members shall have the express power, on
behalf of the Company, to do the following:
1. the purchase,lease or other acquisition, ownership, holding, improvement, use and
other dealing with, Property, wherever located;
2. the sale, conveyance,lease, mortgage, pledge, exchange and othertransfer of Property;
3. the entering into contracts and guaranties,incurring of liabilities, borrowing of money,
issuance of notes,bonds and otherobligations, and the securing of any of its obligations by mortgage or
pledge of any of its Property or income;
4. acting as a promoter, incorporator, partner, member, associate or manager of any
corporation, partnership, joint venture,trust or other entity;
5. the conduct of the Company's business,the establishment of Company offices and the
exercise of the powers of the Company;
6. the appointment of employees and agents of the Company, the definition of their duties
and the establishment of their compensation;
7. the payment or donation of Company funds or Property, or any other act, in furtherance
of the business and affairs of the Company;
8. the institution,prosecution and defense of any administrative, judicial or other
adversary proceeding, including, without limitation, litigation, arbitration, administrative adjudication,
mediation and appeal or review of any of the foregoing, in the Company's name;
9. the participation in partnership agreements, joint ventures or otherassociations of any
kind with any Person(s); and
10. the indemnification of Members or of any other Person.
7. Compensation of Managing Members. Each Managing Member shall be reimbursed
for all reasonable expenses incurred in managing the Company, and shall be entitled to compensation in an
amount to be determined from time to time by Majority Vote.
8. Managing Member's Standard of Care. A Managing Member's duty of care in the
discharge of the Managing Member's duties to the Company and the other Members shall be to act in good
faith, with the care an ordinarily prudent person in like position would exercise under similar circumstances
and in a manner he reasonably believes to be in the best interests of the Company. In discharging his or her
duties, a Managing Member shall be fully protected in relying in good faith upon the records required to be
maintained underArticle IV and upon such information, opinions, reports or statements by any of the other
Managing Members, Members or agents,or by any other person,as to matters which the Managing
7. Member reasonably believes are within such otherperson's professionalor expert competence and who has
been selected with reasonable care by or on behalf of the Company, including information, opinions,
reports or statements as to the value and amount of the assets,liabilities, profits or losses of the Company
or any other facts pertinent to the existence and amount of assets fromwhich distributions to Members may
be made.
9. Removal of Managing Member. Any Managing Member may be removed by
Unanimous Vote of the Members, provided that each Member with voting Membership Interests shall at all
times have the right to be represented by at least two (2) Managing Members.
III.
ALLOCATIONS AND DISTRIBUTIONS
10. Allocations of Net Profits and Net Losses from Operations. Except as may be
required by §704(c) of the Code, and Sections 2, 3 and 4 of this Article IX, Net Profits, Net Losses and
other items of income, gain, loss,deduction and credit shall be apportioned among the Members in
proportion to their Membership Interests.
11. Interim Distributions. At least once each year, the Managing Members shall determine
in their reasonable judgment to what extent, if any, the Company's cash on hand exceeds the current and
anticipated needs for operating expenses, administrative costs and debt service, if any. To the extent such
excess exists, the Managing Members shall make distributions to the Members in accordance with their
respective Membership Interests. Such distributions may be in cash or other Property (which need not be
distributed proportionately) or partly in both,as determined by the Managing Members by Majority Vote.
12. Limitations on Distributions. Notwithstanding the foregoing, the Company shall not
make a distribution to a Member to the extent that, at the time of the distribution or after giving effect to the
distribution, all liabilities of the Company, other than liabilities to Members on account of their
Membership Interests and liabilities for which the recourse of creditors is limited to specified Property,
exceed the fair value of the assets ofthe Company, except that the fair value of Property that is subject to a
liability for which the recourse of creditors is limited shall be included in the assets ofthe Company only to
the extent that the fair value of that Property exceeds such liability. A Member who receives a distribution
in violation of this section shall be liable to and shall reimburse the Company for the amount of the
distribution.
IV.
TRANSFER OF MEMBERSHIP INTERESTS
13. Transfer. Upon the approval of the Managing Members by Majority Vote, any Member
or Assignee may transfer (whether by sale, assignment, exchange, mortgage, pledge, grant, hypothecation
or other disposition,absolute or as security or encumbrance (including transfers by operation of law) all or
a portion of the Member's or Assignee's Membership Interest, provided that no Membership Interest shall
be transferred:
a. without documentation satisfactory to the Managing Members that such
assignment is subject to an effective registration under, or is exempt from the registration
requirements of, applicable federal and state securities laws; and
b. unless and until the Company receives from the Assignee such information and
agreements as the Managing Members may reasonably require, including, but not limited to, a
taxpayer identification number.
8. 14. Right of First Refusal. If any Member receives a bona fide offer from a third party
which is not a Permitted Transferee to purchase THE Member’s Membership Interests at any time and the
Member is prepared to accept such offer, then the Member shall promptly provide to the other Members a
written notice describing in detail the terms of the purchase offer for the Membership Interests. The other
Members, or any of them, then shall have the right to purchase the Membership Interests of the Member on
the same terms as are specified in said written notice of purchase offer. Within ten business days ofreceipt
of such written notice of purchase offer, the otherMembers shall confirm in writing to the Member whether
or not any of the otherMembers elects to purchase the Membership Interests pursuant to the right of first
refusal provided herein. If all of the otherMembers elect to purchase the membership Interests of the
Member on the terms set forth in the written notice of purchase offer, then they shall purchase the said
Membership Interests in proportion to their respective Membership Interests in the Company, unless they
agree otherwise. If none of the otherMembers elect to exercise the right of first refusal provided herein,
then the Member may complete the sale of the subject Membership Interests to the offeror on the terms
described in the written notice of purchase offer. Following any such sale transaction,the rights of first
refusal shall continue and remain in full force and effect with respect to all Membership Interests in the
Company.
15. Transfers not in Compliance with this Article Void. Any purported transfer of a
Membership Interest,or any part thereof, not in compliance with this Article X shall be null and void ab
initio.
V.
DISSOCIATION OF A MEMBER
16. Dissociation. A Person shall cease to be a Member upon the occurrence of any of the
following events:
1. the withdrawal of a Member with the approval of the Members by Majority
Vote;
2. in the case of a Member who is a natural person,the death of the Member or the
entry of an order by a court of competent jurisdiction adjudicating the Member
incompetent to manage his or her personalestate;
3. in the case of a Member who is acting as a Member by virtue of being a trustee
of a trust,the termination of the trust (but not merely the substitution ofa new trustee);
4. in the case of a Member that is a corporation, the filing of a certificate of its
dissolution or the equivalent for the corporation or the administrative or judicial
dissolution of the corporation and the lapse of ninety (90) days after notice to the
corporation of such dissolution without reinstatement;
5. in the case of a Member that is an entity other than a corporation, the dissolution
and commencement of winding up of the entity;
6. in the case of an estate,the distribution by the fiduciary of the estate's entire
interest in the Company;
7. the Member ceases to be a Member of the Company as a result of assignment of
the Member's Membership Interest;
8. unless otherwise agreed to by the written consent ofthe Members at the time,
the Member:
9. a. makes an assignment for the benefit of creditors;
b. files a voluntary petition in bankruptcy;
c. is adjudicated a bankrupt or insolvent;
d. files a petition or answer seeking for the Member any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any statute,law or regulation;
e. files an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against the Member in any
proceeding of a similar nature to the foregoing;
f. seeks, consents to,oracquiesces in, the appointment of a trustee,
receiver or liquidator of the Member or of all or any substantialpart of
the Member's properties;
g. if within one hundred twenty (120) days after the commencement of
any proceeding against the Member seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any statute,law or regulation, the proceeding has
not been dismissed; or
h. if within one hundred twenty (120) days after the appointment without
the Member’s consent oracquiescence of a trustee,receiver or
liquidator of the Member or of all or any substantialpart of the
Member’s assets,the appointment is not vacated or stayed,or if within
one hundred twenty (120) days after the expiration of any stay,the
appointment is not vacated.
17. Rights of Dissociating Member. In the event that any Member dissociates prior to the
expiration of the Term, if any,of this Agreement:
1. if the dissociation causes a dissolution and winding up of the Company,
the Member shall be entitled to participate in the winding up of the Company to
the same extent as any other Member, except that any distributions to which the
Member would have been entitled shall be reduced by the damages sustained by
the Company directly as a result of the dissolution and winding up; and
2. if the dissociation does not cause a dissolution and winding up of the
Company, the Member shall be entitled to an amount equal to the value of the
Member's Membership Interest in the Company, to be paid within six (6)
months of the date of dissociation,provided that the dissociating Member shall
be entitled to participate as an Assignee in the Company until the value of such
interest (plus interest at the prevailing interest rate) is paid in full.
18. Valuation of Membership Interest. For purposes of Section 2.2 above,the market
value of the Company as a going concern shall be determined as of the date of dissociation by an appraisal
conducted by a qualified professionalappraiser selected by the Managing Members. The appraisal shall
take into consideration the amount of any distributions to which the Member is entitled under this
Agreement and the Member's right to share in the distributions from the Company, reduced by any
damages sustained by the Company directly as a result of the Member's dissociation.
10. VI.
ADMISSION OF ASSIGNEES AND ADDITIONAL MEMBERS
19. Rights of Assignees. The Assignee ofa Membership Interest has no right to participate
in the management of the business and affairs of the Company or to become a Member. The Assignee is
only entitled to receive the distributions and return of capital, and to be allocated the Net Profits and Net
Losses,attributable to the Membership Interest.
20. Admission of Substitute Members. An Assignee ofa Membership Interest shall be
admitted as a Substitute Member, and admitted to all of the rights of the Member who initially assigned the
Membership Interest,only with the approval of the Managing Members by Unanimous Vote. If so
admitted, the Substitute Member has all of the rights and powers, and is subject to all of the restrictions and
liabilities, of the Member originally assigning the Membership Interest. The admission of a Substitute
Member, without more, shall not release the Member originally assigning the Membership Interest from
any liability to the Company incurred or accrued prior to such admission.
21. Admission of Additional Members. The Managing Members, acting by Majority Vote,
may permit the admission of Additional Members and determine the Capital Contributions of such
Additional Members and the representation of any such Additional Manager by a Managing Member.
VII.
DISSOLUTION AND WINDING UP
22. Dissolution. The Company shall be dissolved, and its affairs wound up, upon the first to
occur of the following events (which, unless the Members agree to continue the business,shall constitute
Dissolution Events):
1. the unanimous written consent ofall of the Members; or
2. the Dissociation of any Member, unless the business ofthe Company is
continued with the consent ofall of the remaining Members within ninety (90) days after
such Dissociation; or
3. the entry of a decree of judicial dissolution pursuant to the Act.
23. Effect of Dissolution. Upon dissolution,the Company shall cease carrying on the
Company’s business,but the Company shall not be terminated and shall continue until (i) the filing of a
Certificate of Cancellation with the Secretary of State, (ii) the completion of the winding up of the affairs of
the Company, and (iii) the receipt or issuance of any required certificates or information from any other
agency of the State of Delaware.
24. Distribution of Assets on Dissolution. Upon the winding up of the Company, the
Company Property shall be distributed:
1. to creditors, including Members who are creditors, to the extent permitted by
law, in satisfaction of Company Liabilities;
2. to Members in accordance with positive Capital Account balances,taking into
account all Capital Account adjustments for the Company's taxable year in which the
liquidation occurs; liquidation proceeds shall be paid within sixty (60) days of the end of
the Company's taxable year or, if later, within ninety (90) days after the date of
liquidation; such distributions shall be in cash,as determined by the Managing Members
by Unanimous Vote.
11. 25. Winding Up. The winding up of the Company shall be completed when all debts,
liabilities and obligations of the Company have been paid and discharged, or reasonably adequate provision
therefor has been made, and all of the remaining Property and assets ofthe Company have been distributed
to the Members, all in accordance with the Act.
VIII.
AMENDMENT
26. Amendment or Modification of Agreement. This Agreement may be amended or
modified from time to time only by a written instrument adopted by the Managing Members by Unanimous
Vote.
IX.
MISCELLANEOUS PROVISIONS
27. Entire Agreement. This Agreement represents the entire agreement among the
Members and supersedes any and all prior correspondence, negotiations, discussions,communications,
representations and statements,whether written or oral, all of which are merged herein.
28. Rights of Creditors and Third Parties under Agreement. This Agreement is entered
into among the Company and the Members for the exclusive benefit of the Company, its Members, and
their successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the
Company or any other Person who or which is not a Member of the Company.
29. Governing Law. This Agreement shall be governed by and construed and enforced
under the Act and the other laws of the State of Delaware, without regard to any principles of conflicts of
laws of said State which would direct the use of the law of another jurisdiction.
Notice. All notices required to be given under this Agreement shall be in writing. Notice to the Company
shall be considered given when mailed by first class mail, postage prepaid,addressed to any Managing Member in
care of the Company at the address of the Company’s Principal Office. Notice to any other Member shall be
considered given when mailed by first class mail, postage prepaid, addressed to the Member at the address set forth
on Schedule A to this Agreement, unless the Member has given the Company notice of a different address.
12. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the dates set forth
beside their respective names.
GLASS TECH, INC.
By: _______________________ Date: December 15, 2030
Name: ____________________
Title: ______________________
Duly Authorized
GREENBRIAR RECYCLING, INC.
By: _____Don Henley______________ Date: December 15, 2030
Name: ____________________
Title: ______________________
Duly Authorized