9.2 capital accounts. the management committee shall maintain a separate capital account for each member in accordance with the treasury regulations under section 704(b) of the code and such other accounts as may be necessary or desirable to comply with the requirements of applicable laws and regulations.
9.3 transfers during year. in order to avoid an interim closing of the company's books, the share of profits and losses under article 5 of a member who transfers part or all of its interest in the company during the company's accounting year may be determined by taking its pro rata share of the amount of such profits and losses for the year. the proration shall be based on the portion of the company's accounting year that has elapsed prior to the transfer or may be determined under any other reasonable method; provided, however, that any gain or loss from the sale of company assets shall be allocated to the owner of the company interest at the time of such sale. the balance of the profits and losses attributable to the company interest transferred shall be allocated to the transferee of such interest.
9.4 reports. the books of account shall be closed promptly after the end of each fiscal year. as soon as practicable thereafter, the management committee shall deliver a written report to each member, which shall include a statement of receipts, expenditures, profits and losses for the year, a statement of each member's capital account and such additional statements with respect to the status of the company's assets and the distribution of company funds as are necessary to advise the members properly about their investment in the company. prior to march 15th of each year, the members shall also be provided with a copy of the company federal income tax return (form 1065) to be filed for the preceding year. section 754 election. if requested by a member the company shall make the election provided for under section 754 of the code. any costs attributable to making such election shall be borne solely by the requesting member.
article 10
transfers; right of first refusal
10.1 additional members. additional members shall not be aaatted to the company without the written consent of members having a sharing ratio of more than 50%.
10.2 offer to other members. if at any time any member proposes to sell, assign or otherwise transfer all or any part of its interest in the company, such member ('offeror') shall first make a written offer to sell such interest in the company to the other members on the same terms and subject to the same conditions as those on which the offeror proposes to transfer the interest in the company. such offer shall state the name of the proposed transferee and all the terms and conditions of the proposed transfer, including the price to the proposed transferee. notwithstanding anything in this section 10.2 to the contrary, any member shall be free to transfer all or any portion of its interest in the company free of the right of first refusal provided that such member transfers its interest to an entity controlled by the transferor. a transferee of a member pursuant to the foregoing sentence shall be subject to the right of first refusal contained in this section 10.2.