Arkansas Administrative Code › Agency 006 - Department of Finance and Administration › Division 06 - Racing Commission › Rule 006.06.19-015 - CGR 15 Limited Liability Company Licensees

Current through Register Vol. 49, No. 6, June, 2024
15.010
Definitions.
As used in Rule 15:
1.
			 "Articles of organization" means the articles of organization filed with the
			 secretary of state for the purpose of forming a limited-liability company
			 pursuant to Title 4, Chapter 32 of the Arkansas Code Annotated.
2. "Capital account" as reflected on the
			 books of the limited-liability company shall mean the member's initial and any
			 subsequent contributions to the limited-liability company; as increased by the
			 member's pro rata share of net income of the limited-liability company; and
			 decreased by the member's pro rata share of net losses incurred by the
			 limited-liability company, as well as any draws or distributions to a member of
			 any kind or nature.
3. Unless
			 otherwise specified, "Commission" means the Arkansas Racing Commission or the
			 Commission's designee.
4.
			 "Contribution" means anything of value which a person contributes to the
			 limited-liability company as a prerequisite for or in connection with
			 membership, including cash, property, or services rendered or a promissory note
			 or other binding obligation to contribute cash or property or to perform
			 services.
5. "Control," including
			 the term "controlling," "controlled by" and "under common control with," means
			 the possession, direct or indirect, of the power to direct or cause the
			 direction of the management and policies of a person, whether through the
			 ownership of voting securities, by contract, or otherwise.
6. A "controlled affiliate" of a specified
			 person is another person which, directly or indirectly, is controlled by the
			 person specified.
7. A "controlling
			 affiliate" of a specified person is another person which, directly or
			 indirectly, controls the person specified.
8. "Delayed licensing" means the approval
			 granted by the Commission to a member of a limited-liability company licensee,
			 enabling the member to receive a share or percentage of revenues derived from
			 the conduct of gaming prior to the member being licensed.
9. "Holding company" means, in addition to
			 any corporation, firm, partnership, limited partnership, limited-liability
			 company, trust or other form of business organization not a natural person
			 which, directly or indirectly:
(a)
			 owns;
(b) has the power or right to
			 control;
(c) holds with power to
			 vote any part of the limited partnership interests, interests in a
			 limited-liability company or outstanding voting securities of a corporation
			 which holds or applies for a license, a limited-liability company that owns or
			 has the power or right to control all or any part of the outstanding securities
			 of a limited-liability company that holds or applies for a state Casino
			 license.
10. "Interest
			 in a limited-liability company" means a member's share of the profits and
			 losses of a limited-liability company and the right to receive distributions of
			 the company's assets. The definition provided within this subsection is not
			 intended to be a definition of "Interest" for use in this or any Rule or
			 statute.
11. "Limited-liability
			 company" means a limited-liability company organized and existing pursuant to
			 the terms of Title 4, Chapter 32 of the Arkansas Code Annotated.
12. "Manager" means a person elected by the
			 members of a limited-liability company to manage the company pursuant to Title
			 4, Chapter 32.
13. "Member" means a
			 person who owns an interest in a limited-liability company.
14. "Member's interest" means a member's
			 share of the profits and losses of a limited-liability company and the right to
			 receive distributions of the limited-liability company's assets. The definition
			 provided within this subsection is not intended to be a definition of
			 "Interest" for use in this or any Rule or statute.
15. "Operating agreement" means any valid
			 written agreement of the members as to the affairs of a limited-liability
			 company and the conduct of its business.
16. "Own," "hold" and "have" mean the
			 possession of a record or beneficial interest in a limited-liability
			 company.
17. "Sale" or "sell"
			 includes every contract of sale or, contract to sell, or disposition of, a
			 security or interest in a security whether or not for value. "Sale" or "sell"
			 includes any exchange of an interest or securities and any material change in
			 the rights, preferences, privileges or restrictions of or on outstanding
			 interest or securities.
18. The
			 term "security" means any stock; membership in an incorporated association;
			 partnership interest in any limited or general partnership; interest in any
			 limited-liability company; bond; debenture or other evidence of indebtedness;
			 investment contract; voting trust certificate; certificate of deposit for a
			 security; or, in general, any interest or instrument commonly known as a
			 "security"; or any certificate of interest or participation in, temporary or
			 interim certificate for, receipt for, or warrant or right to subscribe to or
			 purchase, any of the foregoing. All of the foregoing are securities whether or
			 not evidence of indebtedness reported under these Rules is a
			 security.