rickcolosimo

Revenue (Gross Revenue or Net Revenue if there is a revenue recognition issue)
-COGS/COS
= Gross Profit
-SG&A
=EBITDA
-Interest
-Taxes
-Depreciation
-Amortization

rickcolosimo

An individual is permanently and totally disabled if (1) the individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of at least 180 days; or (2) the individual meets the insurer’s definition of "disabled" under any applicable disability policy maintained by the Company.

This is edited from the original source citation: https://www.law.cornell.edu/uscode/text/26/22

rickcolosimo

7.3	Purchase of Insurance Policies.  Each Member shall purchase and maintain life insurance on the other Member for the purchase by the Member of a deceased Member’s Units as provided for in this Agreement. The Member shall use the proceeds of such insurance policies as may be necessary to fund the purchase of the deceased Member’s Units. 

7.4	Member Purchase of Deceased Member’s Units.  In the event of the death of a Member, the other Member shall purchase the deceased Member’s Units for an amount equal to the deceased Member’s pro-rata portion of the Stipulation of Value, subject to Section 7.6. 

7.5	Member Purchase of Disabled Member’s Units.  In the event of the Disability of a Member, the other Member may purchase the disabled Member’s Units (to the extent not purchased by the Company) for an amount equal to the disabled Member’s pro rata portion of the Stipulation of Value. Subject to Section 7.6, the purchase of such Units may be purchased for cash or at the election of the Member purchasing the Unit

rickcolosimo

NY: 
http://codes.lp.findlaw.com/nycode/NPC/1/101
New York Not-For-Profit Corporation Law(the “Nonprofit Act”) 
§708 - cite for board consents

NJ:  
NJ Rev. Stat § 15A:6-7 of the New Jersey Nonprofit Corporation Act (the “Nonprofit Act”): (might be the pinpoint cite for board consents.)

CA:

rickcolosimo

1.	An “Affiliate” of a person means (1) any person directly or indirectly owning, controlling or holding the power to vote ten percent (10%) or more of the outstanding voting securities of the specified person; (2) any person ten percent (10%) or more of whose outstanding voting securities is directly or indirectly owned, controlled, or held with power to vote by the specified person; (3) any person directly or indirectly controlling, controlled by, or under common control with a specified person; (4) any officer, member, stockholder, partner, or director of the specified person; or (5) any person of which the specified person is an officer, member, stockholder, partner, or director of such person and any other person related to the specified person within the meaning of Code Sections 267(b) or 707(b)(1).

rickcolosimo

"Economic Interest" means a Unit Holder's share of Net Profits, Net Losses, and other tax items of the Company and distributions of the Company's assets pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including, the right to vote on, consent to or otherwise participate in any decision of the Members.

"Economic Interest Owner" means the owner of an Economic Interest who is not a Member.

rickcolosimo

Think about whether death and disabilty belong in the good reason category, which probably depends on what happens based on these outcomes. Think again about the table.

1.	Termination for “Cause” refers to termination because a Manager (1) abandons, ceases, or voluntarily terminates the Manager’s services for any reason other than Good Reason; (2) is convicted of, or enters a plea of guilty or nolo contendere to, a crime that (A) is punishable by a custodial penalty in excess of one year, instead of or in addition to a fine or other noncustodial penalty, (B) is related to the Manager’s services, or (C) involves dishonesty, theft, or fraud; (3) is negligent, is reckless, or engages in intentional misconduct that results in a material adverse effect on the business or the reputation of the Company or any of its subsidiaries or other affiliates; (4) fails to perform the Manager’s duties to the Company or to any of its subsidiaries, after the Company has provided written notice of such failure; (5) engages in in

rickcolosimo

Notwithstanding anything to the contrary, if Members holding a majority in interest of the Units determine in good faith (1) that the Company requires additional capital to meet its financial or operational needs and (2) that additional needed funds cannot readily be obtained through issuance of new equity or borrowings by the Company from third parties, the Members may make a written demand upon all the Members, each of whom shall within 30 days contribute that Member’s pro-rata share of the total capital contribution demanded of the Members. If a Member fails or refuses to make the capital contribution when required, the other Members so electing are entitled to contribute (the “Contributing Members”) the amount of the capital that the non-contributing Member (the “Defaulting Member”) failed to contribute as a loan (“Default Loan”) to the Company in behalf of the Defaulting Member, such loan to bear simple interest from the date it is made at a rate per annum equal to twelve percent (12%) (“Default Interest

rickcolosimo

“Liquidity Event” means any of: (1) the acquisition of all or substantially all of the assets of the Company by another person ; (2) the acquisition of equity interests of the Company, in one transaction or a series of related transactions, in which the pre-acquisition equity holders of the Company own less than fifty percent (50%) of the outstanding voting power of the Company after such acquisition; and (3) the merger or consolidation of the Company with or into another entity in which the pre-merger or pre-consolidation equity holders of the Company own less than fifty percent (50%) of the outstanding voting power of the surviving entity after such merger or consolidation.

rickcolosimo

follow these procedures:

1. Terminate the employee with another person present as a witness.
2. The employee should told they are being terminated because it is not a good fit and  leave it at that. 
3. The Company will give the employee a letter that states that “As per our meeting today, [MONTH DAY, YEAR] , your employment is terminated effective as of [DATE]. You will be required to return all company property and are reminded of your continuing obligations under the confidentiality and IP assignment agreement dated [DATE OF AGREEMENT]. You will be paid through the last date of your employment in accordance with the company’s payroll policy.“ Then sign the letter at that time.
4. In general Company will not terminate employee for cause unless something very dramatic has happened that injured the company. Before doing so, consult with counsel.
5. If Employee asks if can he collect unemployment, the answer is yes.
6. Give employee a copy of the letter and put a copy in employee's personnel file. 
7. Make su