As used in in this subpart:

1. (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;
2. (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. (3) Unless otherwise specified, “Commission” means the Arkansas Racing Commission or the commission’s designee;
4. (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. (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. (6) A “controlled affiliate” of a specified person means another person which, directly or indirectly, is controlled by the person specified;
7. (7) A “controlling affiliate” of a specified person means another person which, directly or indirectly, controls the person specified;
8. (8) “Delayed licensing” means the approval granted by the Arkansas Racing 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. (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 owns, has the power or right to control, or 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. (10)

    1. (A) “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.
    2. (B) 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. (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;
12. (12) “Manager” means a person elected by the members of a limited liability company to manage the company pursuant to Title 4, Chapter 32 of the Arkansas Code;
13. (13) “Member” means a person who owns an interest in a limited liability company;

14. (14)

    1. (A) “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.
    2. (B) 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. (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. (16) “Own”, “hold”, and “have” mean the possession of a record or beneficial interest in a limited liability company;

17. (17)

    1. (A) “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.
    2. (B) “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; and

18. (18)

    1. (A) 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.
    2. (B) All of the foregoing are securities whether or not evidence of indebtedness reported under this part is a security.