1. CC’s Day Spa, LLC, is a member-managed limited liability company. So long as it is in accordance with state law, and unless the members previously agreed otherwise, voting rights will be apportioned according to:

a) Participation in management.

b) Capital contributions.

c) The number of members.

d) Each individual transaction of the LLC, and will vary with each transaction.

2. Jim and Kiley are architects and members of JK, PC, a professional corporation. Jim and Kiley supervise Luc, an employee of JK. As a member of JK, Jim and Kiley

a) Are personally liable for any/all tort(s) committed by Kiley.

b) May be personally liable for malpractice committed by Luc working within the scope of his job at JK.

c) Has limited liability for any of Kiley’s acts of malpractice.

d) Has no liability for any torts committed by Luc.