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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 membersl-dp interest in accordance with the terms of t1iis <br /> Agreement, mid 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 /> "Managcr"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 tile <br /> Member's Financial Rights and Govemance 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 /> "Voting Interest" as to any Member means the"Voting Interest"reflected on.Schedule A <br /> for such Member. <br /> ARTICLE 11 <br /> FIRST GOVERNORS <br /> 2.1 First Governors. The first Governors of the Company shall be the following,vko 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 /> MEMMERSHIEP 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 1.00% of the <br /> outstanding Voting Interests. Upon such consent and the issuance of additional Membersliip <br /> hiterests, Schedule A shall be appropriately amended. <br /> 3.2 Terms of Membership hiterests, 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 Memberslaip Interests. <br /> 2 <br /> ......................... <br />