HomeMy WebLinkAboutregulationsr.^-r
SCANNED
'JUL 5 2009
REGULATIONS
OF
BIL,kZOS VALLEY HISTORICAL HOMES, LLC
Decen;ber =4, 2003
THE MEMBERSHIP INTERESTS DESCRIBED HEREIN HAVE NOT BEEN
REGISTERED UNDER TIME SECURITIES ACT OF 1933, THE TEXAS
SECURITIES ACT OR THE SECURITIES LAWS OF ANT Y OTHER STA'T'E.
SUCH MEMBERSHIP INTERESTS MAY NOT BE TRANSFERRED UNLESS
REGISTERED UNDER APPLICABLE SECURITIES LAWS OR EXEMPT
FROM SUCH REGISTRATION AND THE COMPANY MAY REQUIRE
SUCH EVIDENCE AS THE COMPANY DEEMS APPROPRIATE TO
CONFIRM THAT ANY PROPOSED TRANSFER COMPLIES WITH SUCH
REQUIRENTENTS. THE COMPANY IS NOT OBLIGATED TO REGISTER
ANY OF SUCH M_E?VIBE.RSHIP INTERESTS OR TO MAINTAIN ANY
INFORMATION ABOUT THE COMPANY PUBLICLY AVAILABLE.
nib l
TABLE Or CONTENTS
ARTICLE I - DEFINITIONS
I' l Certain Definitions . . 1
1.2 Additional Definitions 4
ARTICLE 11- MEMBERS
2
1
Place of Meetings of Members
4
.
2.2
Annual Meetings of Members
4
4
2
3
Special Meetings of Members .
.
2.4
Notices of Meetings of Members
4
2.5
Waiver of Notice
5
5
2.6
Quorum of Members
2.7
Voting at Meetings of Members
5
5
2.8
Voting by Proxy
5
2.9
Record Date
G
2
10
List of Members Entitled to Vote
.
11
2
Members of Record .
6
.
12
2
Actions-by Members Without a Meeting
6
,
2.13
Meetings by Conference Telephone
6
ARTICLE III - RIGHTS AND DUTIES OF MANAGERS
3
1
Management Powers of Managers
6
.
7
3.2
Number of Managers
7
3
3
Qualification of Managers
.
4
3
Election of Managers
7
,
5
3
Removal of Managers
7
.
6
3
Vacancies
7
.
7
3
Place of 'j\rf^cetings of Managers
7
.
3.8
Annual Meetings of ly.tanagers
7
3
9
Regular Meetings of Managers
7
.
3.10
Special Meetings of Managers
8
11
3
Notices and Waivers of Notice
8
.
12
3
Quorum of Managers
S
.
113
Voting at Meetings of Managers
8
14
3
Compensation of Managers
8
.
15
3
Committees of Managers
8
.
16
3
Contracts and Obligations
8
.
17
3
Executive Manager
9
.
18
3
Administrative Manager
9
.
19
3
Officers
9
.
3.20
Removal and Vacancies
9
ARTICLE VI - CONTRIBUTIONS TO C:IPITAL
4.1
Initial Contributions
9
4.2
Optional Contributions
10
4.3
Maintenance of Capital Accounts
10
4.4
Compliance with Code and Treasury Regulations
10
4.5
Efl.ect of Transfers
11
4.6
No Interest on Contributions
11
4.7
No Withdrawal of Contributions
11
4.8
No Priority
11
4.9
Negative Capital Accounts
11
4.10
Limited Liability of Members
11
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
5.1 Allocations of Profits and Losses . . 11
5.2 Interim Distributions 11
5.3 Distributions on Withdrawal 12
5.4 Distributions on Termination 12
5.5 Limitation on Distributions . < 12
5.6 Distributions in Kind 12
ARTICLE VI - ACCOUNTING AND TAX MATTERS
6.1 Books and Records 12
6.2 Tax Returns 13
6.3 Tax Elections 13
6.4 Ta.Y Matters Partner 13
ARTICLE VII - TTLANS.FERS OF MEMBERSHIP INTERESTS
7.1
Transfers in General
14
7.2
Tax Restrictions on Transfers
14
7.3
Securities Restrictions on Transfer
14
7.4
Tenuination of Member's Membership
14
7.5
Assignment Procedures
15
7.6
Effect of Assignment
15
7.7
Rights of Assignees
15
7.8
Admission of Assignees as Members
15
7.9
Admission of New Members
16
7.[0
Withdrawal of Members
16
7.11
Buy-Sell Restrictions .
16
tom; '
ARTICLE VIII - DISSOLUTION AND TERMINATION
8.l
Causes of Dissolution
.
16
17
8.2
fi.3
Effect of Dissolution
Winding Up Procedures
17
17
8.4
Distribution of Assets Upon Dissolution
17
8.5
Distributions in Kind
is
8.6
Articles of Dissolution
ARTICLE IX - CERTIFICATES REPRESENITNG MEMBERSHIP INTEREST
9.1 Form of Certificates . . Is
9.2 Lost Certificates I
9.3 Transfer of lVIembership Interests . • • • • • • • • • • • • 19
9.4 Restriction on Transfer . 19
ARTICLE X - MISCELLAN"SOUS PROVISIONS 19
10.1
Notices
19
10.2
Governing; Law
.
19
10.3
No Partition Action
20
4
10
Captions and Headings
.
10
5
Amcmdment of Articles
20
.
6
10
Amendment of Regulations
20
.
10.7
Number and Gender
20
. 20
10.8
Binding Effect
20
10.9
Severahility
20
.
10.10
Counterparts .
SCHEDULE 1 Names, Agreed Contributions and ~2
Membership Interests oflklembers
REGULATION'S
OF
BRAZOS VALLEY HISTORICAL HOMES, LLC
These REGULATIONS OF BRA.ZOS VALLEY HISTORICAL HOMES, LLC, are
adopted on this 4"' clay of December, 2003, as the Regulations of Brazos Valley Historical
Homes, LLC, a Texas limited liability company (the "Company"), by the undersigned initial
Managers of the Company nan7ed in the Company's Articles of Organization, pursuant to Article
2.09 of the Texas Limited Liability Company Act, and are as follows:
ARTICLE I
DEMNITIOMS
1.1 Certain Definitions. The following terms shall have the meanings specified below
when used in these Regulations unless otherwise expressly specified herein to the contrary:
(a) "Accounting Year" means the Company's accounting year for accounting
and tax purposes, which shall be the calendar year.
(b) "Act" means the Texas Limited Liability Company Act, as such statute
may be amended from time to time. All references herein to the Act shall include any
corresponding provision or provisions of succeeding law.
(c) "Additional Contribution" means the portion of the Agreed Contribution
of a Member to the Company which is in excess of such Member's Initial Contribution.
(d) "Agreed Contribution" means the sum of a Member's Initial Contribution
and Additional Contributions, if any, which such Member has agreed in writing to make to the
Company pursuant to such Member's Subscription Agreement, including amounts to be paid
pursuant to one or more promissory notes and payments of money or transfers of property to
made pursuant to such Subscription Agreement.
(e) "Articles" rneans the Articles of Organization of the Company filed with
the Secretary of State of the State of Texas on the 3rd clay of December, 2003, as the same may
be amended from time to time as provided in the Act and these Regulations.
(f) "Authorized Purposes" shall mean the purposes of the Company specified
in the Articles or authorized by a vote of a iMajority in Interest of all of the Members in
accordance with the provisions of these. Regulations.
Regar/rrtiorrs of Brazes Valley Historical Homes. LLC 1
(g) "Capital Account" means, with respect to any Member, the account
maintained for such Nlember in accordance with Section 4.4 of these Regulations,
(h) "Capital ConWhi- ion" means any Initial Contribution, Additional
Contribution or Optional Contribution to the capital of the Company in cash or property Nvinen
and as such contribution is actually made to the Company by a Member..
(i} "Code' means the Internal Revenue Code of 1986, as amended.
(j) "Comnanv" means Brazos Valley Historical Homes, LLC, a. Texas limited
liability company organized pursuant to the Act.
(k) "Distributable Casll" means the amount by which (1) the aggyTegate amount
of all cash and other current funds on account from time to time held by the Company on hand or
in bank accounts or other temporary investments pending distribution, exceeds (2) the aggregate
amount of all amounts paid or set aside by the Company for (A) all principal and interest
payments on indebtedness of the Company and all other stems payable to lenders; (B) all cash
expenditures incurred incident to the normal operations of the Company's business; and (C) such
cash reserves as the Managers deem reasonably necessary to the property operation of the
Company's business.
(1) 'Initial, Contribution" means the initial Capital Contribution to the
Company made by a Member.
(m) "LLD ses" means, for each Accounting Year (or portion thereof, as may be
applicable), the losses and deductions of the Company determined in accordance with accounting
principles consistently applied from year to year tinder the Company's Method of Accounting and
as reported, separately or in the aggregate as appropriate., on the Company's information tax
return filed for federal income tax purposes, plus any expenditures described in Section 705(a)
(2) (B) of the Code.
(n) "Manager' means each individual named as such in the initial Articles, or
any other person who succeeds such individual in such capacity and any other individual who is
elected to act as a Manager of the Company its provided in these Regulations.
(o) "ibianaacrs" means all persons at any time then acting in the capacity as a
lvlanager of the Company (unless reference is made in specific instances to a smaller group of
Managers).
(p) "iyf jorit 11 means, witlt respect to any referenced group of Managers, a
combination of any of such ivlaixa;ers constituting more than fifty percent (50%) of the number
of Managers of such referenced group who are then elected and qualified.
Rcgarlcrtions of Brasos I/alky Historical Homes, LLC
(q) "MaioritY in Interest" means, with respect to any referenced group of
MMembers, a combination of any of such Members tivho, in the aggregate, own more than fifty
percent (50"!0) of the Membership Interests owned by all of such, referenced group of Members.
(r) "Member" means each person designated as a Member of the Company on
Schedule "1" % hieh is attached hereto and hereby made a part hereof by reference for all
purposes, any successor to all or any part of any such person's Membership Interest in the
Company who has been duly admitted as a Member of the Company in accordance with these
Regulations and any other person admitted as an additional Member of the Company in
accordance with these Regulations.
(s) "Members" means all Members of the Company collectively in their
capacity as Members of the Company (unless .reference is made in specific instances to a smatter
group of klembers).
(t) "Membership Interest" mCMIS the percentage of ownership interest of a
Member of the Company at any particular time. The initial Membership Interests of the initial
lVfembers of the Company are specified in Schedule "I" attached hereto.
(u) "Method of Accountine" shall mean a cash basis method of accounting.
(v) ",Optional Contribution" means a Capital Contribution by a Member which
is in addition to such Member's Agreed Contribution.
(w) "Principal Office" means 409 Chimney 8111 Drive, College Station, Texas
77840 or such other location within the State of Texas as may from time to time be determined
by the Managers and specified by written notice from the Managers to the Members.
(x) "Profits" weans, for each Accounting Year (or portion thereof, as may be
applicable), the income and gains of the Company determined in accordance with accounting
principles consistently applied .from year to year under the Company's Method of Accounting and
as reported, separately or in the aggregate as appropriate, on the Company's information tax
return tiled for federal income tax purposes, plus any income described in Section 705(a)(1) (1;3)
of the Code.
(y) "Registered Agent" means the registered agent for the Company specified
in the Articles, as such registered agent may be changed from time to time in accordance with the
Act.
(z) "Registered Office" means the registered office for the Company specified
in the Articles, as such registered office may be changed from time to time in accordance with
the Act.
Regulations of Bros Valley Historical Hones, LIX
(aa) "Regulations" means the registered office.; for the Company specified in the
Articles, as such registered office may be changed from time to time in accordance with the Act.
(bb) "Subscription Agreement" means the Subscription Agreement executed by
each Member pursuant to which such Member agrees to acquire a Membership Interest in the
Company.
(cc) "Terns" means the term of existence of the company, which shall be for a
period of thirty (30) years after the date on which the eki-ticles were filed with the Secretary of
State of the State of Texas, unless the Company is earlier dissolved in accordance with. the
provisions of either these Regulations or the Act.
(dd) "'Treasury Regulations means the regulations adopted from time to time
by the U.S. Department oCthe Treasury under and pursuant to the Code.
1.2 Additional Definitions. Additional terms whicla are defined in other provisions of
these Regulations shall have the meanings assigned to such terms in such provisions,
ARTICLE I.I
MEMBERS
2.1 place of Meetings of Members. All meetings of the Members shall be held at the
Principal Office of the Company or at such other place within or without the State of Texas as
may be determined by the Managers and set forth in the respective notice or waivers of notice of
such meeting or other written consent of all persons entitled to vote at such meeting.
2.2 Annual Meetinus of Members. The annual meeting of the Members for the
election of 'Managers and the transaction of such other business as may properly come before the
meeting, shall be held at such time and on such date as shall be designated by the Managers froth
time to time and stated in the notice of the meeting. Annual meetings of the Members shall be
called in the same manner as provided in these Regulations for calling special meetings of the
Members, except that the purposes of such annual meetings need not be stated in the notices of
such annual meetings unless and to the extent otherwise required by applicable law with respect
to such annual meetings.
2.3 Special Meetings of Members. Special meetings of the Members may be called
by the Managers or by Members owning, in the aggregate, not less than twenty percent (20%) of
the Membership Interests. Business transacted at all special meetings shall be confined to the
purposes stated in the notices of such meetings.
2.4 'Notices of Tylectinas of Members. Written or printed notice stating-the place, date
and time of the ineeting and, in the case of special meetings, the purposes or purposes fore which
such meeting is called, shall be delivered not less than. ten (10) days nor more than sixty (60)
Regulations of Brazos Yalley Histories! Homey, LLC
days prior to the date of such meeting, either personally or by mail, by or at the direction of the
Managers or the Members calling such meeting, to each Member of record entitled to vote at
such meeting. if mailed, such notice shall be deemed to have been delivered when deposited in
the United States mail, postage prepaid, addressed to the Member at the address of such Member
as it appears on the transfer records of the Company.
2.5 Waiver of Notice. Attendance of a Member at any meeting shall constitute a
,tivaiver of notice of such meeting, except where the Member attends a meeting for the express
purpose of objecting to the transaction of business at such meeting on the ground that such
meeting is not lawfully called or convened. Any Member may waive notice of any meeting by
signing a written waiver to such effect before or after such meeting and such Nvaiver shall be
effective for all purposes as satisfying all notice requirement of these Regulations or applicable
late.
2.6 Quorum of [Members . A Majority in Interest of all of the itilcmbers shall
constitute a quorum at all meetings of the vlembers, except as otherwise provided by law or the
Articles. Once a quorum is present at a meeting of the .Members, the subsequent withdrawal
from the meeting of any Member prior to adjournment or the refusal or any Member to vote shall
not affect the presence of a quorum at the meeting. If, however, such quorum shall not be
present at any meeting of the Members, the Members present and entitled to vote at such meeting
shall have the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until Members owning the requisite amount of Membership
Interests shall be present or represented.
2.7 Votinu at Meetings ofMembers _ At any meeting of the Members at which a
quorum is present, the vote of the Members owning a Majority in Interest of the Members
present in person or by proxy and entitled to vote at such meeting shall be the act of the
Nlembers, unless the vote of a. greater percentage of the Membership Interests is required by law,
the Articles or these Regulations.
2,$ Voting by Proxy. Each :Member shall be authorized to vote by proxy at any
meeting of the Members. Each proxy must be executed in writing by the lvlember or such
Member's duly authorized attorney-in-fact. No proxy shall be valid more than eleven (11)
months after the date of its execution. &tch proxy shall be irrevocable unless the proxy fonn
states conspicuously that the proxy is irrevocable and the proxy is coupled with an interest.
2,9 Record Date. For the purpose of determining Members entitled to notice of or to
vote at any meeting of Members or any Company, or in order to make a detennination of
Members for any other proper purpose, the Managers shall fix in advance a date as tine record
date for any such determination of Members. Such record date in any case shall not be more than
sixty (60) days, and in the case of a meeting of Members not less than ten (10) days, prior to the
date on which the particular action requiring such determination of Members is to be taken. If a
determination of Members entitled to vote at any meeting of Members has been made as
provided in this Section 2.09, such determination shall apply to any adjournment thereof. The
Rconlations of BMWs Yrdley historical Nom's, LLC
transfer books of the Company shall not be closed for the purpose of making a determination of
Members under this Section 2.09.
2.10 List of Members Entitled to Vote. The Managers shall make, at least ten (10)
days before each meeting of Members; a complete list of the Members entitled to vote at such
niceting, or any adjournment thereof, arranged in alphabetical order by the $umames of the
ivleinbers, which list shall contain the address of each such Mi ember and the Membership Interest
held by each such Member. Stich list shall, for a period of ten (10) days prior to such meeting, be
kept on file at the Registered Office of the Company and shall be subject to inspections by any
Member at any time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to inspection of any Member during the
whole time of the mecting. The failure to comply with the provisions of this Section 2.10,
however, shall not affect the validity of any action taken at any such meeting of the Members.
2.11 Members of Record. The Company shall be entitled to treat the holder of record
of any Membership Interest as the holder in fact of such Membership Interest for all purposes.
Accordingly, the Company shall not be bound to recognize any equitable or other claim to or
interest in any Membership Interest on the part of any other person which is not reflected on the
transfer records of the Company, whether or not it shall have actual or other notice of such claim
or interest, except as expressly provided to the contrary by these :Regulations or applicable law.
2.12 Actions by Metnbcrs ~Vithottt a Meeting. Any action required by the Act or these
Regulations to be taken by the Members at a me=eting may be taken by the Members without a
meeting, without prior notice and without a vote, if a written consent or consents, setting forth
the action so taken, shall be signlel by ..Members having not less than the minimum number of
votes which would be necessary to take such action at a meeting at which all Members entitled to
vote on the action were present and voted.
2.13 Meetings by Conference Telephone. Subject to the provisions of these
Regulations regarding, notice and waiver thereof, annual turd special meetings of the Members
may be conducted by conferonce telephone call or other electronic means allowing all Members
present at such meeting to communicate among themselves.
ARTICLE III
RIGI- rs AND DUTIES OF MANAGERS
3.1 Management Powers of banagers. The powers of the Company shall be
exercised by or under the authority of, and the business and affairs of the Company shall be
managed under, its desi ;hated Manager or Managers. In addition to the powers and authorities
expressly conferred by these Regulations upon the Managers, the Managers may exercise all such
powers of the Company and do all such la„rful acts and things as are not directed or required to
be exercised or done by the Members by the .Act, the Articles or these Regulations, including, but
Regithaions af,Brauos Valley Histories! Homes, LLC
not limited to, contracting for or incurring debts, liabilities and other obligations on behalf of the
Company for Authorized Purposes.
3,2 Number of \ctan. agers. The number of Managers shall not be less than one (1) nor
more than seven (7), as may be determined by the Membcrs from time to time, but no decrease in
the number of Managers shall have the effect of shortening the term of any incumbent Manager,
33 (Qualificatio, of Managers. Managers need not be residents of the State of Texas.
Ntaztaoers need not be Members of the Company,
3.4 Election of:Vfanagers . At the first annual meeting of the Members and at each
annual meeting thereafter, the Members shall elect the authorized number of Managers to hold
office until the next succeeding annual meeting. Unless removed in accordance with these
Regulations, each Manager shall hold office for the terms for which such Manager is elected and
until such Managers successor shall be elected and qualified.
15 Removal of Managers . All or any lesser number of the Managers may be
removed by the Members, with or without cause, at a special meeting of the lviembers called for
such purpose. Any such removal shall be efTective immediately, regardless of whether a
successor Manager is elected simultaneously.
3. Vacancies. Except as otherwise below, any vacancy occurring in the Managers
may be filled by the affirmative vote of a majority of the remaining Managers though less than a
quorum of the Managers and any iINfanager elected to fill such a vacancy shall be elected for the
unexpired term of such Manager's predecessor in office; provided, however, that any such
vacancy which has not previously been filled by the remaining Managers maybe filled by vote of
the Members at any special meeting of the Members called for such purpose. Any vacancy in the
Managers resulting from an increase in the authorized number of Managers shall be filled by vote
of the Members at an annual meeting or a special meeting called for such purpose. Any vacancy
in the Managers resulting from the removal of a Manager shall be filed by vote of the Members
at an annual meeting or a special meeting called for such purpose and need not be trade
concurrently with such removal.
3.7 Place of titeetinrrs oC Managers. All meetings of the Managsts may be held either.
within or without the State of Texas.
3.8 Annual Meetines of Managers . The annual meeting of the Managers shall be
held, without further notice, immediately following the annual meeting of Members, and at the
same place, or at stick other time and place as shall be fixed with the written consent of all of the
Managers.
3.9 Regular ivfeetines of 11rta~tagers. Regular meetings of the Managers may be held
without notice at such time and place either within or without the State of Texas as shall from
tinge to time be determined by (lie aVfanagers.
7
Regulations of Brazos Valley Historical Houser, LL C
APOW
3. 10 Special (Meetings of Managers. Special meetings of the Managers may be called
lay any Manager on not less than three (3) days' notice to each .Manager, either personally or by
snail, telephone, telegram or facsimile transmission.
3.1 I Notices and W,-avers of Notice. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the kanagers need be specified in the notice or
waiver of notice of such meeting. Attendance of a Manager at any meeting shall constitute a
waiver of notice of such meeting, except where the Manager attends a meeting for the express
purpose of objecting to the transaction of business at such meeting on the ground that. such
meeting is not lawfully called or convened. Any Manager may waive notice of any meeting by
signing a written waiver to such effect before or after such meeting and such waiver shall be
effective for all. purposes as satisfying all notice requirements of these Regulations or applicable
law.
3.12 Quorum of Managers, At all meetings of the Managers, the presence of a
Majority of the Mangers shall be necessary and sufficient to constitute a quorum for the
transaction of all business unless a greater number is required by law. If a quorum shall not be
present at any meeting of the Managers, the Managers present at the meeting may adjouni the
meeting from time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
3.13 Voting at 14eetinL,,,sof i'ylanaeers. The act of a Majority of the Managers present at
a meeting at which a quorum is present shall be the act of the Managers, except as othekwise
provided by law.
3.14 Compensation of iylanasers. Managers, as such, shall not receive any stated salary
for their services, but shall receive such compensation for their services as may be from time to
time be approved by vote of the.Members at an annual meeting or a special meeting called for
such purpose, Nothing in these Regulations shall be construed to preclude any Manager from
serving the Company in any other capacity and receiving compensation for such purposes.
3.1.5 Committees of Managers The Managers may designate from among the
Managers one or more committees, each of which shall be comprised of one or more Managers,
and may designate one or more of the Managers as alternate members of any committee, who
may, subject to any limitations imposed by the Managers, replace absent or disqualified
Managers at any meeting of that committee. Any such committee shall have an may exercise all
of the authority of the Managers to the extent delegated by the Managers to such committee
subject to the limitations on such delegation set forth in the Act.
3.16 Contracts and Obligations. Debts, liabilities and other obligations may be
incurred, and contracts and other instruments may be executed, on behal f of the Company for any
Authorized Purpose by any Manager only if, when and as such action is authorized by the
affirmative vote of a Majority of the Managers present at any meeting at which there is a quorum.
Reg»lalions ofGrazos Valley Historical Homes, LLC B
3.17 Executive Manager, The Managers shall be authorized to establish the position of
Executive Manager (herein so called) of the Company and to elect an Executive Manager from
among the Managers then elected and serving as such. Any such Executive Manager who is
elected by the Managers shall be responsible for supervising and conducting the day-to-day
activities of the Company and presiding at meetings of the Managers and Members and shall.
perform such other duties and exercise such other authorities as may from time to time be
designated by resolution of the Managers. Any such Executive Manager who is elected shall
serve until the next annual meeting of the Managers and until a successor Executive Manager is
elected and qualified.
3.18 Administrative Manager. The Managers shall be authorized to establish the
position of Administrative Manager (herein so called) of the Company and to elect an
Administrative .Manager from among the Managers then elected and setwing as such. Any such
Administrative Manager who is elected by the Managers shall be responsible for maintaining, or
supervising the maintenance of, the books and records of the Company and recording minutes of
all meetings of the Managers and Members and shall perform such other duties and exercise such
other authorities as may from time to time be desi&mated by resolution of the Mangers. Any such
Administrative Manager who is elected shall serve until the next annual meeting of the Managers
and until a successor Administrative Manager is elected and qualified.
3.19 O.ffieers. The Managers shall be authorized to designate one or more persons as
officers of the Company who are not Managers. Any such officer so designated by the Managers
shall perform such duties and exercise such authorities as may from time to time be desigmated
by resolution of the Managers. Any such officer Nvlio is designated by the Managers shall serve
until the next annual meeting of the Managers and until a successor officer is elected and
qualified.
3.20 Removal and Vacancies, Any Executive Manager, Administrative Manager or
other officer of the Company shall be subject to removal, with or without cause, at any regular or
special meeting of the Managers. Any vacancy in the position of Executive Manager,
Administrative Manager or other officer of the Company resulting from removal, resignation or
other event may be titled by the Managers at any regular or special meeting of the Managers.
ARTICLE IV
CONTRIBUTIONS TO CAPITAL
4.1 Initial Contributions. Concurrently with the adoption of these Regulations, each
Member shall contribute cash to the capital of the Company in the amount of the Initial
Contribution of such Member prescribed in Schedule "I" which is attached hereto. Such cash
amount shall be the Initial Contribution of each such Member and, upon the payment of such
initial Contribution each such Member shall receive such Member's i'vlembership Interest as set
€orth in Schedule "1" hereto.
Regulations of Brazos Vulley Historical Homes, LLC
4.2 Optional Contributions. .if, at any time, the revenues and other funds available to
the Company are not adequate to meet its working capital obligations or repair obligations, then
any of the TvIanagers shall request the Members to approve a Call for Optional Contributions
(herein so called) in the amount of the funds required to defray such deficiency. Upon the
approval of such Call for Optional Contributions by fifty percent (50%) of the 114embers, then the
Managers shall promptly request each Member in writing to make an Optional Contribution to
the Company in the amount or such Member's prorata share of such Call for Optional
Contributions, determined in accordance with the Members' respective Nie rnbership Interests.
Each such Optional Contribution shall be due and payable within ten (10) days after the
Managers give the Members such notice. The obligation of each Member to make an Optional
Contribution to the Company which is required and authorized in the manner herein prescribed
shall (a) accrue interest at ten percent (10134o) per annum from the date funded by such other
Nfember until such paying Member is repaid, and (b) be a nonrecourse obligation which is
enforceable only against the Membership Interest of the Member failing to make such Optional
Contribution by means of a forced sale of ninety percent (90%) of such Membership Interest (the
"Offered Interest") in consideration of the payment to the Company of an aggregate amount equal
to the defaulted Optional Contribution either (i) prorata (or as they may otherwise agree) to the
Members who have agreed to snake their prorata portions of such Call for Optional
Contributions; or (ii) to the extent that any portion of such Offered Interest is not purchased by
such other Members, then to one or more purchasers who are not then Members as may be
designated by the Managers. The forced sale shall only be exercised upon the earlier of (i)
twelve (12) months after the date of such notice for Optional Contribution, or (ii) upon the sell of
all of the Membership Interest in the Company to a third-party.
43 Maintenance of Capital Accounts. A separate Capital Account shall be,
established and maintained for each Member and shall be increased and decreased in accordance
with the following provisions:
(a) Each Member's Capital Account will be increased by (i) the amount of
ntonev contributed by such Member to the Company; (ii) the fair market value of any property
co►ttr&tted by such Member to the Company; (iii) the amount of any liabilities of the Company
that are assumed by the Member or that are secured by any property distributed by the Company
to the Member; and (iv) the amount of Profits allocated to such Member.
(b) Each Member's Capital Account will be decreased by (i) the amount of
money distributed to such Member by the Company; (H) the fair market value of any property
distributed to such Member by the Company; (iii) the amount of any liabilities of such Member
that are assumed by the Company or that are secured by any property contributed by such
ivlember to the Company; and (iv) the amount of Losses allocated to such Member.
4.4 Compliance with Code and Treasury.ReQulations . The Members intend that the
terms of these Regulations regarding the computation and maintenance of the Capital Accounts
of the Members shall comply in all respects with the provisions of Section 704(b) of the Code
and Treasury .Regulations Section 1.704-1(b)(2)(iv).and applicable provisions Of succeeding lacy
Reguludo+rs of Rrazas Valley 114vorical Homes, LLC 10
or regulations. The Company shall make such adjustments as may from time to time be
necessary in order to effectuate the intent of the TvIembers with respect to such compliance.
4.5 Effect of Transfers. In the event of a permitted sale or other disposition of a
Membership Interest in the Company, the Capital Account of the transferor shall become the
Capital Account of the transferee to the extent such Capital Account relates to the transferred
portion of the Membership Interest.
4.6 No Interest on Contributions. No Member shall be entitled to receive any interest
on such Member's Capital Contributions to the Company.
4.7 No Withdrawal of Contributions. No Member shall have the right to withdraNy all
or any part of such Member's Capital Contribution or to receive any mtum on or of any part of
such Member's Capital Contribution, except as may otherwise be specified in these Regulations.
4,8 No Priority. No Member shall have priority over any other Member, either as to
the return of Capital Contributions or as to profits, Tosses or distributions; provided, however,
that this subsection shall not apply to loans which a Member has made to the Company with the
approval of the Managers Arid a Majority in Interest of all of the Members.
4.9 Negative Capital Accounts. No Mernber shall at any time have any liability to the
Company or the other Members for any negative balance in such Capital Accounts except to the
extent that such negative balance arose as the result of distributions in violation of these
Regulations or applicable law.
4.10 Limited Liability of Members. No Member shall be liable for the debts,
obligations or liabilities of the Company beyond such Member's Agreed Contributions to the
Company. No Member shall be required to make any Capital Contribution or loan to the
Company beyond the amount of such Member's Agreed Contribution.
ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS
5.1 Allocations of Profits and Losses. The Profits and Losses of the Company for
each Accounting Year (or portion thereof) shall be allocated among the Members in proportion
to their respective Membership Literests in the Company. Any credit available for federal
income tax purposes shall be allocated among the Members in the same manner.
5,2 Interim Distributions. Interim distributions of Distributable Cash shall be made,
not less often than annually and at such other times as shall. be determined by the Managers, by
the Company to the Nfembers prorata in accordance with their respective Membership Interests.
Regulations of Brazos Valley Historical Names. LLC l l
5.3 Distributions on Withdrawal. A Member who has completed the payment of such
.Member's Agreed Contribution to the Company and who thereafter withdraws from the
Company, and any other Member who withdraws from the Company with the consent of a
hfajority in Interest of the remaining Members, shall receive an amount equal to the book value
of such Member's Membership Interest in the Company, determined as of the end of the
Accounting Year next preceding the effective date of such withdrawal. Such amount shall be
paid by the Company to such Member in cash without interest within one (1) year after the
effective date of such withdrawal.
5.=1 Distributions on Termination. Upon the dissolution and winding-up of the
Company, its assets shall be distributed in the manner prescribed in Section 8.04 hereof.
5.5 Limitation on Distributions. Any other provision hereof to the contrary
notwithstanding, no interim distribution, withdrawal distribution or termination distribution to
any Member shall be declared and paid unless, after the distribution is made, the fair market
value of the assets of the Company is in excess of all liabilities of the Company is in excess of all
liabilities of the Company other than liabilities to the Members on account of their Capital
Contributions.
5.6 Distributions in Kind. Regardless of the form of a Member's Capital Contribution
to the Company, such Member shall not be entitled to demand or receive a distribution from the
Company in any form other than cash.
ARTICLE VI
ACCCUNTINCr AND TAX' MATTERS
6.1 Books and Records. At the expense of the Company, the Managers shall maintain
full and complete books and records of the operations and expenditures of the Company at the
Principal Office of the Company. Such books and records shall include, without limitation, the
following;
(a) A current list that states the name and mailing address of each Member
and the Membership Interest in the Cornpany owned by each such Member;
(b) Copies of the federal, state and local information or income tax returns for
each of the Company's six most recent tax years;
(c) A copy of the Articles and these Regulations, together with all
amendments or restatements thereof, executed copies of any powers of attorney and copies of any
docurnent that creates, in the manner provided by the Articles or these Regulations, if any,
classes or groups of Members;
&-gulalians of Brasos Gulley Historical livmes. LLC 12
(d) Unless contained in the Articles or these Regulations, a written statement
of the following:
(1) The amount of the cash Capital Contribution and a description and.
statement or the agreed value of any other Capital Contribution made by each Member, and the
amount of the casts Additional Contribution and a description and statement of the agreed value
of any other Additional Contribution that the Member has agreed to make in the future;
(2) The times at which Additional Contributions are to be rnade or
events requiring Additional Contributions to be made;
would up; and
Member; and
(3) The events requiring the Company to be dissolved and its affairs
(4) The date on which each Member in the Company became a
(c) Correct and complete books and records of account of the Company
maintained in accordance with its Method of Accounting.
6.2 Tax Returns. The Managers shall cause the timely preparation and filing ofall tax
returns required to be filed by the Company pursuant to the Code and all other tax returns
deemed necessary and required in each jurisdiction in which the Company does business. Copies
of such returns, or pertinent information therefrom, shall be fiu-nished to the Members within
seventy-five (75) days after the end of each Accounting Year of the Company.
6.3 Tax Elections. All tax elections permitted to be made by the Company under
federal, state or local laws shall be made by the Managers with the consent of a Majority in
Interest of all ofthelYMembers.
6A Tax Matters Manager. To the full extent permitted by the Code and/or other
applicable law, the Members hereby designate Shelby J. Lee as the "Tax Matters Manager" of the
Company as that term is defined in Section 6231(a)(7) of the Code. The Tax Matters Manager
shall be authorized to represent the Company and the Members in any administrative or judicial
proceeding involving the federal income tax liabilities of the Members resulting from the
activities of the Company. Costs and expenses incurred by the Tax Matters Manager in
connection with any such proceeding, including without limitation legal and accounting fees and
expenses, shall be borne by the Company.
Regulttlious of Brtrras Valley Historical Homes, LLC 13
ARTICLE VII.
TRAIN S1=P:RS OF MEKBLRSIIIP INTERI STS
7.1 Transfers in General. Except as expressly limited by the Articles or these
Regulations, each Member shalt have the right to sell, transfer or assign all or any portion of such
Member's Membership l.rnterest in the Company.
7.2 Tax Restrictions on Transfers . Any other provision hereof to the contrary
notwithstanding, no Member shall sell., transfer or assign any portion of such Member's
Membership Interest without the prior written consent of till of the other Members if such sale,
transfer or assignment:
(a) Would, when added to the total of all other sales, transfers or assignments
of Membership interests effected within the preceding twelve (12) months, result in the Company
being considered to have terminated for federal income talc purposes within the meaning of
Section 708 of the Code; or
(b) Would otherwise cause the Company to lose its status as a partnership for
1.'ederal income tax purposes.
7.3 Securities Restrictions on Transfer. The lvtembership Interest have been acquired
for investment and have not been registered under the Securities Act of 1933, as amended (the
"1933 Act"), or any state securities laws and may not be transferred in violation of the 1933 Act
or any applicable state securities law or any rifle or regulation promulgated thereunder.
consequently, any other provision hereof to the contrary notwithstanding, no Membership
Interest may at any time be sold, pledged or otherwise transferred until and unless either (i) such
Membership Interest has been registered under the 1933 Act and all applicable state securities
laws; or (ii) the Company has been provided with an opinion of counsel satisfactory to the
Company in all respects that such registration is not required for such sale, pledge or other
transfer, It is not anticipated that the Company will, and the Company shall at no time be
obligated to, register any of the Membership Interests under the 1933 Act or any state securities
laws or maintain any information regarding the Company publicly available for purposes of any
provisions of 1933 Act or any state securities laws or any rule or reputation promulgated
thereunder.
7.4 Termination of Members klemhecshits Upon the death, retirement, resignation,
expulsion, bankruptcy, legal incapacity or dissolution of a Member or the occurrence of any other
event (other than an assignment as herein provided) which terminates the continued membership
in the Company of a Member, the liquidator, personal representative, trustee, receiver or other
representative of the estate of such Member shall have all the rights of a Member for purposes of
settling or managing such estate and such power as the Member possessed to assign all or any
part of such Member's Membership interest and to joint with the assignee in satisfying conditions
precedent to such assignee's becoming a substituted Member.
Regulations nf'Brazas Valley Hisrorical Hoincs, LLC 1=l
7.5 AssNniment Procedures. Subject to the foregoing restrictions, all or part of a
Member's iVlcmbership Interest (the "Assigned interest") may be transferred by such assigning
Member (the "Assignor") to the assignee (the "Assignee") named in a written instrument of
assignment (the "Assignment") in form and substance satisfactory to the Company and which
otherwise complies with the provisions of these Regulations. An Assignment shall be duly
executed and acknowledged by the Assignor and the Assignee (or their respective personal
representatives or authorized agents) and shall contain (i) an agreement by the Assignee to be
bound by all Elie terms of these Regulations and (ii) a representation by the Assignor and the
Assignce that such transfer has been made in compliance with the 1933 Act and all applicable
state securities laws as required by Section 7.03 hereof. The Assi;ninent shall be delivered to the
Company and shall be accompanied by such evidences of authority, such assurances of
genuineness and effectiveness, such consents, approvals or waivers of governmental or other
authorities and such other documentation as may reasonably be required by the Company. Such
Assignment and other documentation shall be accompanied by a payment to the Company of
such amount as shall be reasonably required as reimbursement by the Company for its costs and
expenses paid or incurred in connection with such Assignment. Any such Assignment shall be
effective, as to the Company,. as of the later of (i) the effective date specified in such Assignment;
or (ii) the date on which such Assignment has been determined by the Company to conform to
the requirements of these Regulations and has been, duly recorded in the books of the Company.
7.6 Effect of Assignment. No Assignment shall entitle the Assignee to become, or to
exercise the rights or powers of, a Member of the Company until and unless Elie requirements of
Section 7.08 hereof have been satisfied. Whether or not an Assignee becomes a Member of the
Company, the Assignor shall not be released from the Assignor's liability to the Company with
respect to the Assigned Interest. Until and unless an Assignee becomes a Member in accordance
-with Section 7.05 hereof, the Assignor will continue to be a Member with respect to the Assigned
Interest and will continue to have the power to exercise any rights or powers of a Member tivith
respect to such Assigned Interest, except to the extent that such rights or powers are assigned;
provided, however, that the assignment of such rights or powers shall, except as otherwise
expressly provided herein to the contrary, be binding only as between the Assignor and the
Assignee and the Company may continue to rely on the exercise of such rights and powers by the
Assignor its the Assigned Interest until and unless the Assignee becomes a Member in the
manner herein proscribed with respect to the Assigned Interest. 'Except as otherwise provided in
the preceding sentence, an Assignor who has assigned all of such Assignor's Membership Interest
sliall cease to be a Member of the Company.
7.7 Rights of Assignees. An Assignee who has not become a Member shall be
entitled to receive distributions from the Company with respect to the Assigned Interest from and
after the effective date of the Assignment.
7.8 Admission of Assi>srtees as iylem.bers. No Assignor shall have the right to
substitute an Assignee as a Member with respect to any Assigned Interest. Any such Assignee
may be admitted as a Member ofthe Company with respect to the Assigned Interest only with the
prior written consent of a Majority in Interest of the other Members, which consent may be
Rceg rlritians of ffrazos Yrtllgy flfstorical Monies, LLC 15
granted or withheld in the sole discretion of sues-other Members, The foregoin provisions to
the contrary notwithstanding, however, any Assignee who was d Member prior to. and. at the time
of any Assignment shall automatically be entitled to exercise the rights of a Member with respect
to the Assicned Interest without any further action an the part of the other Members,
7.9 Admission of New Members. Any person may become a Member by purchasing
a new lvlenbership Interest from the Company on such terns and conditions as shall have been
approved by the Managers and a Majority in interest of all of the other Members.
7.10 Withdrawal of Members. Any Member may withdraw or resign as a Member of
the Company by giving not less than ninety (90) days' prior written notice of such withdrawal or
resignation to the Company; provided, however, that any Member who has not completed the
payment of such Member's Agreed Contribution to the Company may not 4~~i.thdraw or resign as a
Member of the Company without the prior written consent of a Majority in Interest of the other
Nfembers of the Company, which consent may be granted or withheld in the sole discretion of
such other Members.
7.11 Biv-Sell Restrictions. The Membership Interest are encumbered and subject to
the transfer restrictions set forth in the Nlembership Interest Purchase Agreement dated as of
Januarv 1, 2005.
ARTICLE VIII
DISSOLUTION AND TERMINATION
8,1 Causes of Dissolution. The Companyshall be dissolved upon the earliest to occur
ofthe following events:
(a) The expiration ofthe "I'crm of the Company;
(b) Upon the election to dissolve the Company by a Majority in Interest of all
of the ylembers;
(c) Upon the death, retirement. resignation, expulsion, bankruptcy, legal
incapacity or dissolution of any Member who is at such time a Manager, or the occurrence of any
other event which terminates the membership in the Company of any Member who is at such.
time a Manager, unless there is at least one remaining Member and the business of the Company
is continued by the consent of a Majority in Interest of the remaining Members within ninety (90)
clays after the occurrence of such event; or
(d) The entry of a final decree of judicial dissolution of the Company under
Section 6.2 o f the Act.
Regtllodons of Brazos Valley Historical Hontes, LLC 16
8.2 Effect of Dissolution. Upon the dissolution of the company, the Company shall
cease to carry on its business, except insofar as may be necessary for the winding up thereof, and
the assets of the Company shall be liquidated as herein provided. Dissolution of the Company
shall be effective as of the day on which the event occurs which results in such dissolution, but
the Company shall not terminate until there has been a winding-tip of the Company's business
and affairs and the assets of the Company have been liquidated and distributed as herein
provided. Upon the dissolution of the Company, the Company shall cause written notice of its
intention to dissolve to be mailed to each known creditor of and claimant against the Company in
the manner required by the Act.
3.3 Winding Up Procedures. Upon the dissolution of'. the Company, the Company
shall proceed to collect its assets; Convey and dispose of such of its properties as are not to be
distributed in kind to the Members; pay, satisfy and discharge its .liabilities, or make adequate
provision for payment and discharge thereof; and do all other acts required to liquidate its
business and affairs. The Managers may cause any part. or all of tine assets of the Company to be
sold in such manner as the Managers shall determine in an effort to obtain the best prices for
such assets; provided, however, that tine Managers shall be authorized to distribute assets of the
Company in kind to the Members to the extent the Managers determine that such action would be
int lie best interest of the Members.
8.4 Distribution of Assets Upon Dissolution. In settling the accounts of the Company
after its dissolution, the assets of the Company shall be applied and distributed int he following
order or priority:
(a) First, to the extent otherwise permitted by law, and in accordance with the
priorities, if any, established by applicable law, to creditors in satisfaction of liabilities of the
Company, including liabilities of the Company to Members who are creditors (other than for
distributions and Capital Contributions); whether by payment or establishment or reserves;
provided however, that if the property and assets of the Company are not sufficient to satisfy or
discharge all of the Company's liabilities and obligations, the Company shall apply its property
and assets so far as they will go to the just and equitable payment of its liabilities and obligations;
(b) Second, to the Members, amounts due and unpaid with respect to
distributions to which such Members have previously become entitled;
(c) Third, an amount equal to the then remaining positive balances, if any, in
the Capital Accounts of the Members shall be distributed to the Members in proportion to the
amounts of such positive balances; and
(d) Fourth, any remaining amount shall be distributed to and among the
Members prorata in accordance with their respective Membership Interests.
8.5 Distributions in Kind. If any assets of the company are distributed in kind, such
assets shalt be distributed to the Members entitled thereto as tenants in common in the same
Regularions o_ f ftnYmv Val/ n' 111norical Homa.r, LLC 17
proportions as the Members would have been entitled to cash distributions if such property has
been sold for cash and the net proceeds thereof distributed to the Member. In the event that
distributions in kind are made to the /Members upon dissolution and liquidation of the Company,
the Capital Account balances of such Members shall be adjusted to reflect the Members'
allocable share of gain or loss which would have resulted if the distributed property had been
sold at its fair market value.
8,6 Articles of Dissolution. When all liabilities and obligations of the Company have
been paid or discharged, or adequate provision has been made therefor, or in case its property and
assets are not sufficient to satisfy and discharge all the Company's liabilities and obligations, then
when all the property and assets of the Company have been applied so far as they will go to the
just and equitable payment of the Company's liabilities and obligations, and all of the remaining
property and assets of the Company have been distributed to its Members according to their
respective rights and interests, then Articles of Dissolution shall be executed on behalf of the
Company by the Managers or an authorized Member and shall be filed with the Secretary of State
of the State of Texas, and the Managers and the Members shall execute, acknowledge and file
any and all other instruments necessary or appropriate to reflect the dissolution and termination
of the Company.
ARTICLE x
CERTIFICATES REPRESEIvTI\G MEMBERSHIP INTEREST
9.1 Form of Certificates. The Company shall deliver certificates representing all
Membership Interest to which Members are entitled. Certificates representing Membership
Interest of the Company shall be in such form as shall be determined by the Mernbers and shall
be numbered consecutively and entered in the books of the Company as they are issued. Each
certificate shall state on the face thereof that the Company is organized under the Law of this
State, the holder's name and the number of units of the Membership Interest. They shall be
signed by the President or a Vice President and the Secretary or an Assistant Secretary, and may
be sealed with the seal of the Company or a facsimile thereof if the Company shall then have a
seal.
9.2 Lost Certificates. The Members may direct that a new certificate be issued in place
of any certificate theretofore issued by the Company alleged to Rave been lost or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing the issue ofa new certificate, the Members, in its discretion and as
a condition precedent to the issuance thereof, may require the owner of the lost or destroyed
certificate, or his legal representative, to advertise the same in such. manner as it shall require
and/or give the Company a bond in such form, in such sum, and with such surety or sureties as it
may direct as indemnity against any claim that may be made against the Company with respect to
the certificate alleged to have been lost or destroyed.
Regidatioiu of Brazos Valley 114storical linntes, LLC 18
93 Transfer of )11sXmbershig .Interest. Units of a Membership Interest may be
transferable only on the books of the Company by the holder thereof in person or by his duly
authorized attorney and, upon surrender to the Company or to the transfer agent of the Company
of a certificate representing Membership Interest du.ly endorsed or accompanied by proper
evidence of succession, assignment, or authority to transfer, it shall be the duty of the Company
or the transfer agent of the Company to issue a new certificate to the person entitled thereto
(provided such person has complied with the requirements of these Regulations, the Restriction
Against Transfer of Membership Interest and Buy-Sell Agreement, if any, and the transfer has
been approved by a Majority in Interest of the Members) cancel the old certificate, and record the
transaction upon its books.
9.4 Restriction on Transfer . Any restrictions imposed by the Company on the sale or
other disposition of its Membership Interest and on the transfer thereof must be copied at length
or in summary form and placed conspicuously on the face of each certificate representing
Membership :Interest to which the restriction applies. The certificate may, .however, state on the
face that such a restriction exists pursuant to a specified document and that the Company will
furnish a copy of the document to the holder of the certificate, without charge upon written
request to the Company at its principal place of business.
ARTICLE :X
MISCELLANTEOUS PROVISIONS
10.1 Notices. Any notice, demand or communication required or permitted to be given
by any provision of these Regulations shall be made in writing, shall he sent or addressed as set
forth below and shall be. deemed to have been sufficiently given or served for all purposes (i)
upon actual receipt thereof, if given by regular mail, personal delivery, courier service, telegram,
telex, facsimile transmission or other commercially reasonable means; and (ii) upon the earlier of
actual receipt of three (3) business days after being deposited in a receptacle for the deposit of
mail regularly maintained by the U.S. Postal Service, if given by registered or certified mail,
return receipt requested, with postage and charges prepaid. Notices and other communications to
the Company shall be sent or addressed to its Principal Office and notices and. other
communications to the Members shall be sent or addressed to their last known address as it
appears on the records of the Company. The. Company and any Nfernber shall be entitled to
change any such address for notice purposes upon giving not less than ten (10) days' prior written
notice of such change of address to the Company or the Member, as may be applicable.
10.2 Governing Law. These Regulations and the construction, interpretation and
application thereof, shall be governed exclusively by the Act and other applicable laws of the
State of Texas.
10.3 No Partition Action. No Member (or former iVlember) shall have any right to
maintain any action for partition with respect to the property of the company or with respect to
Regulations of 13ra:;os Valley Historical Hotires. LLC 19
any assets distributed to the Members in hind as tenants in common upon the dissolution of the
Company.
10.4 Captions and Headings. The captions and headings used these Regulations are for
convenience of reference only and shall not be. taken into account in construing the meaning
andlor intent of these Regulations.
10.5 Amendment of Articles. The Articles may be amended, supplemented or restated
only by written consent of a Majority in Interest of all of the Members. Upon obtaining the
approval of any such amendment, supplement or restatement as to the Articles, the Managers
shall cause A licles of Amendment to be prepared, executed and filed in accordance with the Act.
10.6 Amendment of Regulations. Except as herein otherwise expressly provided, these
Regulations may be amended, supplemented or restated only by written consent of a Majority in
Interest of all of the Members.
10.7 Number and Gender. Where the context so indicates, the singular shall include
the plural, the use of any ;ender shall include all other genders and any reference to the tenn
"person" shall include an individual and a corporation, limited liability company, association,
partnership, joint venture, estate, trust or any other entity.
10.8 Bi.ndina Effect. Except as herein otherwise expressly provided, these Regulations
shall be binding upon and shall inure to the benefit of the Managers and. the Members and their
respective heirs, legal representatives, executors, administrators, distributes, successors and
assigns.
10.E Severability. If any one or more of the provisions contained in these Regulations
for any reason are held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions hereof and these Regulations
shall be construed as if such invalid, illegal or unenforceable provisions had never been
contained herein.
10.10 Countemarts. These Regulations may be executed in counterparts, each of which
shall be (teemed to be an original and shall be binding upon the Mtuiager or [ember who
executed same, but all of such counterparts shall constitute the same Regulations and may be
sufficiently evidenced by one counterpart.
IN' NVIT\TESS WHEREOF, the undersigned Managers leave adopted and signed these
Regulations as of the date first written above.
Shelby J. Lee, Manager
Regulations of Brazos Valk), Historical Hontes. LLC 20
0.
& ~A //f
Glenn Hudson,111, Manager
Regulations gfl)raxos Malley Historical Homes, LLC 21
SCHEDULE "I"
NAMES, AGREED CONTRIBUTIONS AND
MEIvf]3ERSIHP INTERESTS OF IMEiIABERS
i\Manies foul Initial
Addresses Contributions
Shelby J. Lee $500.00
409 Chimney Hill Dr.
College Station, TX 77840
Glenn Hudson, III $500.00
2111 Maplewood Ct.
College Station, TX 77845
Agreed Membership
Contribution Interest
$500.00 50°%
$500.00 50%
Regulfuious ofBrazos t'alldy Historical Homes, LLC 22
NINNIBERSHIP INTEREST PURCHASE AGREEIVIENT
OF
BRAZOS VALLEY HISTORICAL HOMES, LLC
THIS iVlLERSI-IIP INTEREST PURCHASE AGREEMENT ("Agreen-tent') is matte
and executed by and between BRAZOS VALLEY HISTORICAL HOMES. LLC, a Texas limited
liability company (the "Company"), and its members, SHIUIV J. LEE and GLENN W. 1-rUDSON,
F1.1 (referred to herein as the "Mennbers").
ARTICLE I.
Applienbility
A. Shares of Metrtbersbip Interest. The Members collectively own all of the issued
and outstanding Membership Interest of the Company. Hereafter in this instrument, references to
"Membership Interests" are collectively to the Membership Interests of the Company.
B, Snouse'S Interests Included. This Agreement shall cover all of the MMembership
Interest now owned or hereafter acquired by the :MeJnbers while this Af,Treement remains in effect.
More particularly, this Agreement shall cover all Membership Interest of the Company now o-onied
or hereafter acquired by any Member and such Member's spouse as community property or as
separate property, and all references herein to the Nembership Interest owned by a Member includes
any interest of such -Member's spouse in such Membership Interest. Any obligation of a Member to
sell or offer to sell such Member's :Membership .Interest includes an obligation on the paid of such
Member's spouse to sell or offer to sell such spouse's community or separate property interest in such
Membership Interest in the same manner. The termination of the marital relationship of any
Member and such Member's spouse for any reason shall not have the effect of removing any
Membership Interest othenvise subject to this Agreement from the coverage hereof.
C. Dr'snose. The tenn "dispose" includes, but is not limited to, a sale, encumbrance, gift
, save and except a trarasfc r by a
and anv other form of inter vivos transfer, voluntary or involuntary
Member to a trust created for estate tax planning or to another entity controlled by a Member.
ARTICLE 11.
Disposition Upon Deatlr of Member
Commencing upon the death of a kfember, the sum-iving Members shall have a period of
sixty (60) days to purchase all or any portion of such deceased ivlember's Membership Interest upon
the terms set forth in Article V. If the surviving Members do not purchase all of the deceased
Member's Membership Interest within such sixty (60) day period, then the Compary shall be
obligated to purchase all of the deceased Nlember's Membership Interest not purchased by the other
Members. The spouse and executors or administrators of such deceased Member, shall sell all of
such deceased Member's :Membership Interest to the surviving 1ilennbers or the Company in
accordance with the option or obliggation estabIIshed by this section. Any sale and purchase made,
41emberslriD havresrPra•chase.4 reerurent Page I
Pursuant to this section shall be consummated within six (6) months of the date of such deceased
NNIember's death.
ARTICLE 111.
Disposition [Iron Termination of
11 m ital Relationship
A. Option. If the marital relationship of a Member is terminated by death or divorce
and such 4lember does not succeed to all of Such Member's spouse's community or separate
property interest, if any, in the Membership Interest (such spouse is referred to hereafter in this
:'article as the "Spouse"), either as outright owner of such Membership Interest or as a trustee of a
trust holding such )Membership Interest, whether or not such Member is a beneficiary of such trust,
then such Member shall have the option to purchase the Spouse's interest in the Membership Interest
to which such Arlember does not succeed. Such option must be exercised within ninety (90) days
after the death of or the Member's divorce from the Spouse. Should the Member fail to exercise
such option within such .ninety (90) day period, then the Company shall have the option to purchase
such Membership Interest for a period of ninety (90) days after the lapse of the initial ninety (90) day
period.
B. Membership Interest Owned In Trust.Any Membership Interest of the Company
held by a Member as a trustee of a trust as a result of the death of or the Member's divorce from the
Spouse shall be treated as owned by such Member for purposes of this Agreement, and any
obligation of a Member to sell or offer to sell such Member's Membership .Interest includes any
Membership Interest held by such Member as trustee of such trust. If such Member ceases to act as
trustee of such trust for any reason, then such Member shall have the option to purchase all of the
Membership Interest held in such trust. Such option must be exercised within ninety (90) days after
such Member ceases to act as trustee of such trust, Should such Member fail to exercise such option
within such ninety (90) day period, then the Company shall have the option to purchase such
iVletnbership Interest for a period of ninety (90) days after the lapse of the initial ninety (90) day
period.
ARTICLE IV.
Disposition Duriri2 Life
If a Member desires to withdraw from the Company or otherwise sell his Membership
Interest, all remaining Members shall have a period of sixty (60) days to purchase all or any portion
of such Member's Membership Interest. Upon the expiration ol'sixty (60) days after the withdraw
from the Company by such Member, the Company shall be obligated to purchase all, and not less
than all. of such Member's Membership Interest which the remaining Members did not elect to
purchase pursuant to the option granted in the preceding sentence. Such Member shall sell all his
Membership Interest to the Company and/or remaining Members in accordance with the option or
obligation established by this section. Any sale and purchase matte pursuant to this section shall be
consummated within six (6) months of the date of such Member's withdraw from the Cornpany.
Membem1rip /nterest Purchase.4greeme,u Page2
ARTICLE V.
Purchase Price and Terms
A. Value. The total value of the Company on the date of this Agreement is agreed to
be S and for purposes of any sale and purchase of Membership interest pursuant to the
provisions of this Agreement, the initial value of each share of l±lembership interest shall be
determined by dividing such total value by the number of shares of Membership Interest outstanding
on the date of this Agreement, Each year in January t.lie Nlembers and the Company shrill agree
upon the value of each share of Membership Interest .for purposes of this Agreement (with such
value to be computed at the end of the last fiscal year of the Company ending prior to such meeting,
or, at such other time as may be agreed upon), and such value shall be stipulated on the Valuation
Schedule which is attached hereto and made a part hereof. The failure of the Members and the
Company to stipulate the value of the :NIenribership Interest at any tune when such stipulation is
provided fbr herein shall not affect the validity or enforceability of this Agreement, and for all
purposes hereunder the latest stipulation as to the value of such Membership Interest agreed upon
and executed by the Members and the Company shall be derived controlling hereunder, it being
intended that as each stipulation is executed, it shall remain effective; until such time as a new
stipulation is executed, Except where specifically provided otherwise in this Agreement, in the
event of a sale of Membership Interest pursuant to this Agreement, the sales price for each share of
Membership Interest shall be the last value stipulated in accordance herewith; provided, however,
that if the parties have not so stipulated it value within twenty-fora (24) months inimed.iately
preceding the death of'a Member or the occurrence of the particular event which gives rise to a first
option to purchase such Membership Interest pursuant to this Agreement, then each Member shall
each submit a valuation of the Company within five business days of the triggering event. In the
event that the valuations submitted by the Members vary by more than ten percent (10%), then each
Member shall attempt to agree on the name of a business appraiser to retain to value the Company.
In the event. that the 1vlentbers can not agree on the business appraiser, then the business appraisers
selected by the Members shall mutually appoint a third business appraiser to value the Company.
The Company shall pay all of the fees and costs associated with the business appraisers.
B. Payments. In the case of a purchase and sale of Membership Interest owned by a
deceased Member pursuant to this Agreement, a down payment toward the purchase price for all of
the deceased Member's Membership Interest, regardless of whether the Company and/or the other
Members are the purchasers thereof, shall be paid upon the consummation of such sale in an amount
equal to the life insurance proceeds that are received by the Company and/or the other Members as a
result of the death of such Member under life insurance policies on the life of the deceased Member
that are listed on any attached Insurance Schedule or othenvise. expressly wade subject to this
Agreement, and the balance of the purchase price shall be paid in sixty (6.0) equal monthly
installments. In the case of any other sale of Membership Interest pursuant to this Agreement, the
pw-chase price of such Membership Interest shall be paid in sixty (60) equal monthly installments.
In the case of any sale of Membership Interest pursuant to this Agreement, interest shall be due and
payable annually on the balance of the purchase price rernaining unpaid from time to time at the
Wall Street Journal prime rate as quoted in the money rates section of the Wall Street Journal which
Afembershfp Interest Prarrhase Agrounrext Page 3
is also the base rate on corporate loans at large United States money center commercial banks as its
prime commercial or similar reference interest rate, with adjustments to be made on the same date as
any change in the rate, and the purchasing party or parties shall execute and deliver a negotiable
promissory note or notes payable to the sealing party secured by the Membership Interest purchased,
with the first installment to become due and payable at the time an option to purchase is exercised,
or, in the case of the sale of.Membership Interest of a deceased Member, not later than one (1) year
after the consummation of such sale. Any purchaser shall have the eight to pay all or any part of
such purchaser's note at any time or times in advance of maturity without penalty.
C. Automatic Transfer of Membership Interest.In each event in which Membership
Interest of the Company is purchased in accordance with the provisions hereof, upon the execution
and delivery ofthc notes or payment of the cash as required herein, this Agreement shall operate as
an automatic transfer to the purchaser of the shares of Membership Interest in the Company thus
being purchased, and the parties shall perform whatever may be necessary to effectuate and evidence
such transfer.
D. Personal Guarantee. The surviving; Members shall each personally guarantee the
performance of the obligations of the Company with respect to the Company's purchase of the
Membership .Interest of a deceased Member pursuant to Article II both as to principal and interest
and as to the timeliness of performance to the extent such surviving Members receive life insurance
proceeds under policies of life insurance on the life of the deceased Member listed on any attached
Insurance Schedule or otherwise expressly made subject to this Agreement; provided, however, each
such Member's personal guarantee shall apply only to that portion of the Company's obligation that
corresponds to such Member's percentage ownership of the then outstanding Membership Interest;
and provided further that the amount of each such Member's personal guarantee shall be reduced by
the amounts paid by such Member towards (lie purchase price of the deceased Member's
Membership Interest.
ARTICLE VL
Miscellaneous Provisions.
A. Governine Law. This Agreement shall be subject to and governed by the laws of
the State ofTexas.
B. Successors. This Agreement shall be binding upon the parties to this Agreement and
their heirs, executors, administrators, successors and assigns.
C. Amendment. This Agreement may be amended from time to time by lm instrument
in writing signed by the. Company and the Members who have rights under this Agreement at the
time of such amendment, such instrument being designated on its face as an "Axnendnuent" to this
Agreement.
Adentbership lttterest Ptuchaseagreenrent Page 4
D. Sgdtsses. The spouses of the Members are fully aware of, understand, and fully
consent and agree to the proNrisions of this Agreement and its binding effect upon any community or
separate property interest they may now or hereafter oxen in the Membership Interest, and their
awareness, understanding, consent and agreement are evidenced by their signing this Agveement.
I?.. Consideration. This Agreement is trade by the parties in consideration of the
mutual promises contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.
ARTICLE VII.
Endorsement of Membership Interest Certifleates
All certificates of Membership Interest of the Company now owned or that may hereafter be
acquired by the Members shall be endorsed on the back thereof as .follows:
"BY AGREEMENT AMONG TIIE COMP ANY AND ITS IMEM.B.ERS, RESTRICTIONS
IJA.VE BEEN PLACED UPON THE TRANSFER OF THE SHARES REPRESENTED BY
TI-IIS CERTIFICATE. A COPY OF THE AGREEMENT, 1WHICH CONTAINS A FULL.
STATEMENT OF THE RESTRICTIONrS, WILL BE FURNISHED TO THE .RECORD
HOLDER OF TF1IS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST
THEREFROM IVIADE TO THE CO:. PANY AT ITS PRINCIPAL PLACE OF
BUSINESS."
Such certificates shall be endorsed on the front thereof as follows:
"SEE RESTRICTIONS ON TRANSFER. HEREOF ON REVERSE SIDE."
The Company agrees to file a copy of thisAgreement at its principal place of business.
ARTICLE VII I.
Termination of Agreement
This Agreement shall terminate automatically upon the bankruptcy or dissolution of the
Company, upon the occurrence of any event which reduces the number of Members of the Company
to one, or upon the deaths of all of the Members within a period of sixty (60) days. If this
Agreement terminates because of the deaths of all of the Members within a period of sixty (60) days,
the ownership of the Membership Interest of the Company which existed immediately prior to the
death of the first Member to die shall not be altered by this Ageement. This Agreement may also be
tenninated by an instrranent in writing signed by all Members who have rights under this Agreement
at the time of signing shell instrument.
Ak1enbershrp haeresr Purchase Agreement Page 5
sr n:.
Altl'ICLE IX.
Insurance
A. Insurance Schedule. Each Member and the Company may own and maintain
insurance policies on the lives of the other Members to fund this Agreement. Any such insuranee
policies shall be listed on an Insurance Schedule, which shall be attached hereto and made a part
hereof. All policies listed on such Insurance Schedule, now or hereafter, shall be subject to the terms
of this Agreement. Each Member mid the Company shall pay all premiums due on the policies taken
out by such Member or the Company under this Agreement and shall give proof of payment to the
Company and the other Members within fifteen (15) clays after the due date of each premium. Each
Member and the Company shall be the sole owner of the policies tttlten out by such Member or the
Company and may exercise all rights under such policies; provided, however, such policies shall not
be surrendered or borrowed against nor shall there be any change to the beneficiary designations of
any such policy without the consent of the Company, or in the case of a policy owned by the
Company, „rithout notice to the Member whose life is insured under such policy.
B. Insurance Owned By Deceased Member. Upon the death of a Member, the
Company shall have the option for ninety (90) days to purchase from the estate of the deceased
Nlember all insurance policies on the lives of the surviving Members or to assign to a person or
persons or a Company or a partnership the option to purchase such policies, for a price equal to tl-tc
cash surrender values of such policies as of the date of death of the deceased Member, less any
indebtedness against such policies, plus the unearned portion of any premiums paid thereon. The
option to purchase such policies shall be exercised and the price paid contemporaneously with the
initial payment of the price for the Membership Interest purchased from the deceased :Member. In
the event any policies of insurance subject to the foregoing option are not so purchased by the
Company or its assignees, such policies shall be released from the terms of this Agreement.
ARTICLE X.
S Comisanv Provisions
The provisions of this Article shall apply if the Company is operating under an S .Election.
In addition to any other restrictions contained in this Agreement, ft Companys Regulations, or
elsctivhere, the following additional restrictions shall apply in order to protect the Company's S
election: (1) no Member may dispose of or transfer any shares of Membership Interest in the
Company owned by such Member to any person if such disposition or transfer may reasonably be
expected to result in a termination of the Company's S Election; (2) any Member who takes any
action, does anything or fails to take any action or do anything, the result of which would othenvise
be to cause the Company's S Election to be terminated involuntarily, and who can take any action
that would curs such defect and preserve the Companys S Election, shall talce such curative action
and do such things as may be required to preserve the Company's S Election; and (3) every Member
agrees to take such actions, as a Member, director, officer or otherwise, to preserve the Company's S
Election and to preclude the Company from doing anything that could reasonably be expected to
Membership haermt Purchase.-flgreement Page 6
result in the termination of its S .Election. Nothing in this section shall restrict the right of all of the
Members acting together and by written instrument, to terminate the Company's S Election, and no
damages shall be due to the Company or to any Member on account of such termination. An "S
Election" is an election to have the net profits and losses of the Company taxed directly to its
Members, under subchapter S of the Internal Revenue Code of 1986, as amended.
EXECUTED in one or more countetparts, each of which shall be deemed an original, on
2005.
BRAZOS VALLEY HISTORICAL HOIN ES, LLC,
a Texas limited liability company
By:vY
SHELBY .1. LE ,1 nagcr
GLENN W. HUDSON, III, Manager
Alemberrhip Interest Pta-chare Agreement Page 7
Wiiidivictually
SIJEL BY J. LE CONSENT BY SPOUSE
SHARON LEE, the wife of SHELBY J. LEE, Nlanager, hereby subscribes her name 111
evidence of her agreement to the covenants, terms and conditions of the foregoing Membership
Interest Purchase Aerement dated , 2005.
SHARON LEE
:4lemb rship 1werest Purobase Agreement Page 8
GLENN W. IlUDSON, individually
CONSENT .BY SPOUSE
K.ENRA HUDSON, the wife of GLENN W. HUDSON, III , iVrtanager. hereby
subscribes her mane in evidence of her agreement to the covenants, teens and conditions of the
foregoing :Membership Interest Purchases Agreement darted ai'i b , 2005.
i" ik .all-/
KENDRA 14UDSON
Membership Grrerest Arrrrhase : (;r ecrnenr page 9
VALUATION SCIIEDULr
As oi'January 1, 2005, the Nleinbers agree that the Cornpany shall be valued assuming that the value
of each pause owned by the Company is worth S125,C00. 4
BRAZOS VALLEY HISTORICAL HOMES, LLC,
a Texas limited liability company
By:_
SHELBY J. LE F. W anaaer
Bv:
GLENN W. HUDSON, III Manager
alembership Interest Purchase Agreement Page 10
L\SURANCE SCITEDtiLE
MEMBER POLICY NAME POLICY &M E INSURED
Shelby I. Lee
Glenn W. Hudson, 11.1
Membership Imaresv Purchase;tgreentent Page 1 /
Fax Server 6 2009 5:01:39 PM PAGE 2/001 t Fax Server
Corporations Scetion
R:t tC}~y.
P.U.13o. 13697 Austin,'I'eXas78711-3697
fY
Office of the Secretary of State
CERTIFICATE OF FILING,
OF
RAZOS VALLEY I IISTORICAL HOMES, LLC
File dumber: 8001-74916
Hope Andri- de
Secrewr. 01•state
SCANNED
'JUL 15 2009
The uncletsir;ned, as Secretary of State of Texas. liereb), ertifics that the aliplieatiott for reinstatement for
the. Awe named entity has been received in this office and has been 1bund to conform to Iaw. It is lbriher
certified thm the emilw• )tali been reinstated to aetive status oft the records of this office.
AC'('0RD1\t;1-l' thv undersigned. as Secreian- of Susie. 'Ind b-). vinue of the rttaltority vested in tire.
tieUCMrv by' Iaw hcrehy issues this C'ertificatc o! Filing.
Dated: 06/09!'-1009
Effective: 06/09/ 2009
r 0
,~;4 ooa~
Elope Andrade
Sccrvtary of State
C'r"no vivit us rnr th" imo,net rrt irtlp: ~%u~an~:,sns
1$arn: (5 17.) 463.5» 5 Far: (S 12) 463.5709 Dial: 7-1-1 1br Relay Scr~ icCs
Prepared hy: t-aura Rhinchan r1 torn 1 C7ocamenK 261 t;S urvjc4 s