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"Financial Rights" means a member's rights to share in Net Income and Net Losses and <br />Distributions with respect to a membership interest in accordance with the terms of this <br />Agreement, and the power to assign Financial Rights. <br />"Governance Rights" means all of a member's rights as a member in the company other <br />than such member's Financial Rights. <br />"Governor" means a natural person serving on the Board of Governors. <br />"Manager" means a person elected, appointed, or otherwise designated as a manager by <br />the Board of Governors, and any other person considered elected as a manger pursuant to the <br />Act. <br />"Member" means a person reflected in the required records of the Company as the owner <br />of Governance Rights of a Membership Interest of the Company. <br />"Membership Interest" means a Member's interest in the Company consisting of the <br />Member's Financial Rights and Governance Rights with respect to the Company. <br />"Net Income" and "Net Losses" mean the profits and losses of the Company, as the case <br />may be, as determined for federal income tax purposes as of the close of each of the fiscal years <br />of the company. <br />"Percentage Interest" as to any Member means the "Percentage interest" reflected on <br />Schedule A for such Member. <br />C"Voting Interest" as to any Member means the "Voting hiterest" reflected on Schedule A <br />for such Member. <br />ARTICLE H <br />FIRST GOVERNORS <br />2.1 First Governors. The first Governors of the Company shall be the following, who are <br />hereby elected to hold office until their successors are elected and qualified pursuant to the <br />Operating Agreement of the Company: Elk River Lodge & Residential Suites, LLC. <br />ARTICLE III <br />MEMBERSHIP INTERESTS <br />3.1 Membership Interests and Board Authority as to Additional Membership Interests. <br />The names of the Members and their respective contributions and the agreed value thereof are <br />reflected on Schedule A, which is attached hereto and incorporated herein by reference. Other <br />than as may be set forth.in Section 3.8, no additional contributions shall be accepted or <br />Membership Interests granted by the Board without the consent of more than 100% of the <br />outstanding Voting Interests. Upon such consent and the issuance of additional Membership <br />Interests, Schedule A shall be appropriately amended. <br />O3.2 Terms of Membership Interests. The original Membership Interests reflected in <br />Schedule A are ordinary membership interests of one class, without series, and shall have the <br />rights provided by law, subject to any statement in this Agreement of the specific rights or terms <br />of such Membership Interests, <br />2 <br />