10.1. SR 02-05-2018 - Laserfiche WebLink

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MEMBER CONTROL AGREEMENT THIS MEMBER CONTROL AGREEMENT is made as of the 22" d day of Feburary 2011, by and among each of the undersigned. RECITALS: WHEREAS, the undersigned constitute all of the current members of Elk River Lodge & Residential Suites, LLC, a Limited Liability Company, a Minnesota limited liability company; and WHEREAS, Section 322B. of the Minnesota limited liability company act authorizes a `Member control agreement" as defined therein; and WHEREAS, each of the undersigned wishes to enter into such an agreement; and NOW, THEREFORE, each of the undersigned agrees as follows: ARTICLE I DEFINITIONS 1.1 Definitions. The terms defined in this Article I (except as may be otherwise expressly provided in this Agreement or unless the context otherwise requires) shall, for all purposes of this Agreement, have the following respective meanings: C"Act" means the Minnesota limited liability company act contained in Minnesota Statutes, Chapter 322B. "Agreement" means this Member Control Agreement as hereafter amended from time to time, including any schedules to the Agreement. `Board" or'Board of Governors" means the board of governors of the Company. "Capital Account" means the account of a Member which is maintained in accordance with the provisions of Section 3.7 hereof. "Code" means the Internal Revenue Code of 1986, as amended and any successor thereto. Any reference herein to specific sections of the Code shall be deemed to include a reference to any corresponding provisions of future law. "Company" means Elk River Lodge & Residential Suites, LLC, a Minnesota limited liability company. "Distribution" means a distribution to the Members of cash or other assets of the Company, made from time to time pursuant to the provisions of this Agreement. "Estimated Member Tax Liability" means 48% of the taxable income and gains of the Company as reported on the Company's federal partnership tax return for the fiscal year.