for the services they will better own company preference established by the small business administration we have you know basic disputes between the parties on the facts the question really involves the interpretation the control requirement under the regulations and i just feel like your piece is one of the fact that both ability veteran ninety percent owner to hire those two people would not automatically act a contract it would not undo the contract but that situation really is not any different than a situation of a parent already when you have executives involved an executive in the operation of a company would have an apparent already to enter into an economy into a contract that wouldn't immediately be  be reversed in the situation of of the enforcement by a rd party of the of the contract what would have to happen in this case would be  that in fact in that situation that that contract would never be reversed but the zakk you never the corporation or ultimately the members of the l l c would have the ability to see any difference in the control requirement in that respect and the control requirement the judge or antos just mentioned it is possible for the two managers  be in a situation to enter into a contract but ultimately if you can if the contract for example is exactly tory there would there could be enough time to remove the two offending  e managers and reverse the contract thinking of it that that might depend on the counter party felt interested in having the thing that is true but but that is also true in a situation where parents are already so frankly i don't see any difference in the two situations where i do see the difference is that the ultimate power of the other two managers is contingent and derivative on the power vested through the management control of the other service disabled veterans in this case you have a service disabled veteran who owns and controls ninety percent of the voting interests of the l c there's nothing in the operating agreement that surrenders without a power to const to reconstitute the board if he wants or if there's some sort of rebellion so to speak against him by his wife and son the situation but  again it's something that could that could be remedied internally but it's still something that might result in a binding contract but again no different  in a situation where you have for example a larger sophisticated company that has executives who for all apparent appearances would have the authority to enter into a regulations were were set up with respect to fairly small companies that are better known when you get to a level of sophistication such as this company where  talking about average revenue in the neighborhood of thirty five million dollars when you're talking about contracts that range in the seventy million dollars range multiple contracts are actually in this case in the seventy million dollars range and four hundred employees so you get when you get to that sophisticated level the size of the company is consistent with having one person in control every company virtually has a c e o right every time that's true and in fact in this case even though there's their i guess you may want to say there's some dispute as to who the c e o is in this decisions major decisions require a majority vote the top three people that's correct your honor means one of them no one has total control right but one of them has non the authority to enter into contracts such as a five year lease on an automobile for example which is one of the court's examples a situation where  one way of of really understanding that the problem here is that the government the s b a and even the court below found that really control means to make the  decision make the decision on the spot when you and this is where where the size becomes relevant if you have a situation where you're going to force your services they will veteran to make the decision every decision every contractual decision on the spot that's going to necessarily limit the capacity of the company to grow which i'm sure the congress did not  intend but if you have the power and that regulations certainly do seem to imply you have the power of delegation revocable delegate delegation then you have a situation of that same decision is always going to be exactly the decision that the that the veteran would make in that same situation not necessarily but again it's it's a  of sophistication and when you're talking about government logistics contracts for the u s army you know you're talking about doing operations that will sometimes require a spur of the moment type decisions are they always to correct decisions are there always to the decisions of the veteran no not necessarily but the veteran has to be able to control in a broader sense control the ultimate decisions to be made by the company might there be mine binding decisions that would saddle the company just as you would  decision by a three member board yes that is possible but again the ultimate control the fact that there is a non  delegation to other managers doesn't mean that he has lost control of the company he can get that control back at any time he could have given it up if he wanted in the operating room but he didn't he didn't because he needed to to maintain control as a disabled veteran  the choice of the direct that's correct but that where we've talked in terms of disputes but i think that the basic point is that even if everyone agreed on a specific course of action mr  when you're submitting an offer it's the time that you submit the offer so at that time there is managers where there the basic point is that even though he could theoretically remove them when his intil he removed would be making because the because there was people are still there so he can't until he doesn't remove them you know as it exists as exit checks exist mr morello cannot cannot do anything without one of their votes so in till they are removed there is very if you remove them and didn't put in place to additional managers and he was the only life could he make the decisions the managerial decisions and so  know i'd have to look into that point it's the operating agreement that has certain sorts of restrictions on it you know whether or not he has to you know then amend the operating agreement to change it to change the amount of the of managers because one out of three want to be a quorum now i can't speak to that point i think the general point though is that as xor tech structured itself there were three managers he was not the only service disabled veterans only one of them were the police below those three managers as i understand it x or tech has you know several four hundred dollars employees i believe so how is it and yet and all and any decision that those people would make would be delegation as it exists as it's written you know certain types of histories management decisions are controlled by this group of thirty one dollars of the powers that managers have is a power to hire and fire and define employed students so any any delegation to employees is a delegation of manager power it's a delegation of the three so misrule on his own could not delegate management authority under at least under the operating agreement as it existed at the time they submitted the very small there's no chance in the world that lots of decisions are not going to be made within a company a lower level people you know presumably have some of florida to take to take actions understand what you're on are saying and i just want to respond with two points and isn't it but i guess as a commonsense matter if those people can be removed to be fired why isn't the person who can fire them in control well to the extent that managers delegate let's say accounting you know you know preparation of taxes or something like that to a chie into a contract on behalf of the company and managers can authorize according to these terms again this is the terms of their operating agreement the way they're operating agreement structure that managers can authorize you know upon a majority vote one of the managers to enter into contracts that bind the company so that that's how x or tech structure itself if this were a different company we can respond the answer be different but x attack structure itself so managers  the other two managers doesn't control their decisions that's correct yes i mean major and minor decisions in the regulations and the regulations well one of the requirements not necessarily in terms of making the decisions be serviceable veteran needs to conduct it both the long term planning in the day to then they'd have to have the ability to say you know to say no you need to make a different decision but in terms of extra tax operating agreement things like procuring insurance or bringing this litigation those are decisions that the manager is have to make and those are and there is a reflection exercise of manager authority again this is you know we can easily see how eight i mean this is a family we understand but can easily see  how this type of structure could be abused you could have a service disabled veteran who has no interest in operating the business at all and who's just happy to gain some sort of profits and that's not why this regulatory program was and actually statutory program was put into to benefit you know service disabled veterans who own small businesses again in other words there's a benefit program here and if someone wants to be terms of it they should structure their change would be sufficient you know a company that has many i'm from so i can't speak to it but as you know what precise change would be required but as a basic matter you would need to he would need to be able to to control all decisions and that does mean even if he doesn't make all this isn't he to be able to he needs to have the power to do so so by something other than being able to hire a person that's correct authority and actual authority here non veterans have actual forward so the hypothetical about apparent authority st of all only applies in some very narrow circumstances like that principal tell somebody that the employee has actual authority or makes public statements that affect so there's there's a difference there the point about that he could have maintained control but you know structure the operating  in this way to give it to a group of three managers well they can amend the agreement to reflect that and to put themselves in compliance with the regulation and the amendment give me one example of a minimum amendment that would work sure it let's say there instead of three managers that they reverted to their prior structure which only had one manager and that would be at least one things that we would have to be here and he would have to be the service able veteran or he had three managers but they're all serviceable veterans and that's another way that service be able veterans can still maintain control while having the benefit of three other minds in making those kinds of decisions but again you know this is a public program designed to benefit a certain a certain class of people the agency that's responsible for administering that program has set the requirements and to the extent that a company wants to participate in that program it's their job to structure themselves accordingly  you need to amend the operating greenman to to give the disabled veteran the type of actual control that is necessary i would say frankly it's impossible what we what we do in this situation and we weren't involved in the drafting of this gargantuan operating agreement but what we normally do is we have set up a situation where if we have a board for an l l c we allow votes if we have multiple board members but we also allow measure of decisions that the at the company makes when you have a company this size your staff you're always going to have you're always to be faced with a situation where you e let me make a few points council and mention that and i think the best way to look at this let me put it this way the best way to look at this situation is that the way the s b a and the government has been reading this requirement is that they've always been reading the requirement as that the veteran must be able to make must be able to control  and the only way to maintain one hundred percent control is to make every decision but that's not feasible in this situation any entitle to make every decision there's no question in this will always have the removal power of the person who is is making a decision that would be contrary to the decision of the veteran so in that respect companies control over limited liability companies in the case of a limited liability company one or more service disabled veterans and there's a situation where the discern the better  liability company so you're talking about control over all decisions and we believe that the only feasible way that control here can be meaningful  a company of any size other than a mom and pop type company is that the veteran must be able to either make the decision or to remove the