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"Regulation" means the income tax regulations, including any temporary regulations, <br /> from time to time promulgated under the Code. <br /> "Resignation" means a Member's dissociation with the Company by means other than by <br /> a Transfer or an Involuntary Withdrawal. <br /> "Transfer" means, when used as a noun, any voluntary sale, hypothecation, pledge, <br /> assignment, attachment, or other transfer, and, when used as a verb, means, voluntarily to sell, <br /> hypothecate, pledge, assign, or otherwise transfer. <br /> Section II <br /> Formation and Name: Office; Purpose; Term <br /> 2.1. Organization. The parties shall organize a limited liability company pursuant to the <br /> Act and the provisions of this Agreement and, for that purpose, have caused Articles of <br /> Organization to be prepared and filed for record with the CSOS. <br /> 2.2. Name of the Company. The name of the Company shall be "J. Quarter Circle Mineral <br /> Co., LLC." The Company may do business under that name and under any other name or names <br /> upon which the General Manager selects. If the Company does business under a name other than <br /> that set forth in its Articles of Organization, then the Company shall file a trade name certificate <br /> as required by law. <br /> 2.3. Purpose. The Company is organized solely to purchase, acquire, buy, sell, own, trade <br /> in, hold, develop, lease, manage, subdivide, and otherwise deal in mineral and to do any and all <br /> things necessary, convenient, or incidental to that purpose. <br /> 2.4. Term. The term of the Company shall begin upon the acceptance of the Articles of <br /> Organization by the CSOS and shall continue in existence in perpetuity, unless its existence is <br /> terminated pursuant to Section VII of this Agreement. <br /> 2.5. Principal Office. The principal office of the Company in the State of Colorado shall <br /> be located at 801 8"' Street, Suite 220, Greeley, CO 80631 or at any other place which the General <br /> Manager selects. <br /> 2.6. Registered Agent. The name and address of the Company's registered agent in the <br /> State of Colorado shall be A. Bruce Johnson, 801 8th Street, Suite 220, Greeley, CO 80631. <br /> 2.7. Members. The name, present mailing address, taxpayer identification number, and <br /> Percentage of each Member are set forth on Exhibit A. <br /> Section III <br /> Members; Capital; Capital Accounts <br /> 3.1. Initial Capital Contributions. Upon the execution of this Agreement, the Members <br /> shall contribute to the Company cash in the amounts respectively set forth on Exhibit A. <br /> (o• '"1-)9 <br />