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for instant expenses (including attorney's fees), judgments, fines, and amounts paid in settlement <br />actually and reasonably incurred in connection with such action, suit or proceeding if the <br />Members determine that he/she acted in good faith and in a manner he/she reasonably believed <br />to be in or not opposed to the best interest of the Company, and with respect to any criminal <br />action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The <br />termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon <br />a plea of "no to Contendere" or its equivalent, shall not in itself create a presumption that the <br />person did or did not act in good faith and in a manner which he/she reasonably believed to be in <br />the best interest of the Company, and, with respect to any criminal action or proceeding, had <br />reasonable cause to believe that his/her conduct was lawful. <br />4.8 RECORDS. The Manager(s) shall cause the Company to keep at its principal place of <br />business the following: <br />(a) a current list in alphabetical order of the full name and the last known street address of each <br />Member; <br />(b) a copy of the Articles of Organization and the Company Operating Agreement and all <br />amendments; <br />(c) copies of the Company's federal, state and local income tax <br />returns and reports, if any, for the three most recent years; <br />(d) copies of any financial statements of the limited liability company for the three most recent <br />years. <br />ARTICLE 5 <br />Compensation <br />5.1 MANAGEMENT FEE. Any Manager rendering services to the Company may be <br />compensated, upon unanimous approval of the Members, commensurate with the value of such <br />services. <br />5.2 REIMBURSEMENT. The Company shall reimburse the Manager(s) or Members for all <br />direct out-of-pocket expenses incurred by them in managing the Company. <br />ARTICLE 6 <br />Bookkeeping <br />6.1 BOOKS. The Manager(s) shall maintain complete and accurate books of account of the <br />Company's affairs at the Company's principal place of business. Such books shall be kept on <br />such method of accounting as the Managers shall select. The company's accounting period shall <br />be the calendar year. <br />6.2 MEMBER'S ACCOUNTS. The Manager(s) shall maintain separate capital and distribution <br />accounts for each member. Each member's capital account shall be determined and maintained in <br />accordance with applicable Internal Revenue Code and Regulations and shall consist of his <br />initial capital contribution increased by: <br />Broken Arrow Investments, LLC <br />Operating Agreement <br />Page 4 of 8 <br />