(c) If a Member disputes the completion of another Members duties and is attempting to take over
the Members interest, it must do so in writing and certified delivery to the Members residential address
listed in exhibit 1. If certified delivery is not available, hand delivery is acceptable by a third party.
(d) Upon receipt of complaint, a Member in question of fulfilling the Members duties must remedy
and fulfill the duties it has established within fourteen (14) days.
(e) If Members become in dispute of what the Members duties are; if they are being fulfilled; and
have gone through the dispute process outlined in section (a) through (d) of this article, the Members
agree to enter into binding mediation or arbitration to decide if the Member’s duties are being performed
in compliance with the outlined agreed duties of attachment 1. If there is failure to reach an agreement
through arbitration or mediation of performed duties of Members, the Members in dispute agree to file a
complaint in the appropriate Court to procure a decision by the appropriate Court as to the fulfillment of
Members’ duties. Upon decision of the Court that a Member has or is failing to meet the duties it has
been prescribed to fulfill, the Member will loose and assign its Membership interest to the other
Member(s) still remaining. The assignment of the non-compliant Member’s membership interest will
establish a debt owed by the LLC in accordance with ARTICLE 8.
(f) A value of the non-compliant Member’s interest being transferred and assigned to the
complaining Member must be made before the transfer can be completed. During the course of the
transfer, the non-compliant Member will maintain complete powers of membership in the LLC.
(g) In the event of a dispute of Member’s duties, Members may negotiate an exchange of
Membership interests for a lesser amount of Member duties. [Use this text only if your LLC is Member-
4.4 CHIEF EXECUTIVE MEMBER. The Chief Executive Member shall have primary responsibility for
managing the operations of the Company and for effectuating the decisions of the Members. [Include this
section only if your LLC is member-managed]
[Use the sections below for a Manager-Managed or Member-Managed LLC]
4.5 DISPUTES OF MEMBERS. Disputes among Members will be decided by a majority vote. A member
has the amount of votes according to the Members percent of interest. (Example: 11% is 11 votes.) There has
to be a majority vote for an action to take place.
4.6 POWERS OF ______________. The ______________ are authorized on the Company’s behalf to
make all decisions in accordance with ARTICLE 4.2 as to (a) the sale, development lease or other disposition
of the Company’s assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management
of all or any part of the Company’s assets; (d) the borrowing of money and the granting of security interests in
the Company’s assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company’s
assets; (f) the compromise or release of any of the Company’s claims or debts; and, (g) the employment of
persons, firms, or corporations for the operation and management of the company’s business. In the exercise
of their management powers, the ______________ are authorized to execute and deliver (a) all contracts,
conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management
contracts, and maintenance contracts covering or affecting the Company’s assets; (b) all checks, drafts, and
other orders for the payment of the Company’s funds; (c) all promissory notes, loans, security agreements, and
other similar documents; and, (d) all other instruments of any other kind relating to the Company’s affairs,
whether like or unlike the foregoing.