finally, it's all chopped up!

CommonBoilerplate/ManagementOfTheCompany.md

@@ -60,8 +60,6 @@ power to take any action on behalf of the Company that would
 constitute a Major Decision, unless it has been
 expressly approved in writing by the Board Of Directors. 
 
-
-
 ## Compensation of Members
 Except as otherwise specifically provided herein, no compensatory payment shall be made by
 the Company to any Member for the services to the Company.

CommonBoilerplate/Taxes.md

@@ -0,0 +1,70 @@
+
+#Taxes 
+
+## Members Bound
+Members shall be bound by the provisions of this Section in reporting their shares of 
+Company income  for income tax purposes.
+
+## Tax Returns
+The Board Of Directors shall cause to be prepared and filed all
+necessary federal and state income tax returns for the Company,
+including making the elections described in Section "Tax Elections".
+
+Each Member shall furnish to the Board Of Directors all pertinent
+information in its possession relating to Company operations that is
+necessary to enable such income tax returns to be prepared and filed.
+
+## Tax Elections.
+
+The following elections shall be made on the appropriate returns of the Company:
+
+* to adopt the calendar year as the Company's fiscal year;
+
+* to keep the Company's books and records on the income-tax method;
+
+* if there is a distribution of Company property as described in
+section 734 of the Code or if there is a transfer of a Company interest
+as described in section 743 of the Code, upon written request of any
+Member, to elect, pursuant to section 754 of the Code, to adjust the
+basis of Company properties; and
+
+* to elect to amortize the organizational expenses of the Company
+ratably over a period of twelve (12) or sixty (60) months as permitted by section
+709(b) of the Code.
+
+No election shall be made by the Company or any Member to be excluded
+from the application of the provisions of subchapter K of chapter 1 of
+subtitle A of the Code or any similar provisions of applicable state
+laws.
+
+## Tax Matters Partner.
+
+The Board Of Directors and CFO collectivley shall be the "**tax matters partner**" 
+of the Company pursuant 
+to section 6231(a)(7) of the Code. As
+tax matters partner, they shall take such action as may be
+necessary to cause each other Member to become a "**notice partner**"
+within the meaning of section 6223 of the Code. Such Member shall inform
+each other Member of all significant matters that may come to its
+attention in its capacity as tax matters partner by giving notice
+thereof within ten days after becoming aware thereof and, within such
+time, shall forward to each other Member copies of all significant
+written communications it may receive in such capacity. Such Member
+shall not take any action contemplated by sections 6222 through 6232 of
+the Code without the consent of the Board Of Directors. This provision is not
+intended to authorize such Member to take any action left to the
+determination of an individual Member under sections 6222 through 6232
+of the Code.
+
+## Allocations on Transfer of Interests.
+The Company income, gain,
+loss or deduction allocable to any Member in respect of any interest in
+the Company which may have been transferred shall be allocated during
+such year based upon an interim closing of the Company's books as
+described in the first sentence of Treasury Regulations §
+1.706-1(c)(2)(ii), taking into account the actual results of Company
+operations during the portion of the year in which such Member was the
+owner thereof, and the date, amount and recipient of any distribution
+which may have been made with respect to such interest.
+
+

CommonBoilerplate/profInterest.md

@@ -1,6 +1,32 @@
 
 #Profit Interests
 
+## Introduction 
+
+The Profits Interest Units below are issued to Party on the terms and conditions 
+set forth in this Agreement.
+
+Party shall make no Capital Contribution to the Company in connection with the 
+Profits Interest Units issued hereunder and, as a result, 
+Parties Capital Account balance in the Company immediately after their receipt of 
+the Profits Interest Units shall be equal to zero.
+
+Notwithstanding anything to the contrary contained in the LLC Agreement or set forth 
+herein, with respect to the rights of Party related to, in respect of and in connection 
+with the Company, Board Of Directors and other Members, Party and the Profits Interest 
+Units owned thereby shall have only a right to share in or be allocated Net Profits and 
+Net Losses and receive or share in distributions of the Company as set forth in 
+the Agreement.
+
+Party agrees to execute a counterpart signature page to the Agreement, in the form 
+attached hereto and shall thereupon become a Member as of the Effective Date.
+
+The Profits Interest Units acquired pursuant to this Agreement shall be fully 
+subject to the terms and conditions contained in this Agreement, and Party
+hereby acknowledges that Participant has read and understands the terms and conditions 
+contained therein.
+
+
 ## Prohibition on Transfer of Profits Interest Units
 
 The Profits Interest Units acquired pursuant to this Agreement may not be transferred,