LLC and Partnership Transfer Restrictions Excluded From UCC Article 9 Overrides

The organizational law of limited liability companies (LLCs) and partnerships has always fundamentally embraced an idea known as the “pick-your-partner principle,” under which transfers of a member’s or partner’s ownership interest are restricted by statute, and those restrictions may be tightened or loosened by agreement. In recent years the pick-your-partner principle has interacted in complex and not always practical ways with Article 9 of the Uniform Commercial Code (UCC). Since 2001, UCC §§ 9-406 and 9-408 have overridden a broad range of statutory and agreement-based anti-assignment provisions, subject to complex exceptions that have tended to protect the pick-your-partner principle in many significant respects, while also proving analytically very difficult to handle. Recently, however, in an important step forward, Article 9’s overrides of anti-assignment provisions have been amended to make them simply inapplicable to LLC and partnership interests. One hopes that these amendments to Article 9’s overrides (hereinafter the “2018 amendments” because they were approved last year) will soon be enacted by the states, but in the meantime, the current overrides will remain on the books in various jurisdictions with all of their existing complexities. Accordingly, this article focuses not only on the 2018 amendments, but also on an analysis of the overrides as they now stand, as applied to LLC and partnership interests. The amendments themselves are quite simple, but the article discusses them only after analyzing the overrides because the amendments are more easily understood against that background

Added Value of Combining Multiple Optical and Acoustic Instruments When Characterizing Fine-Grained Estuarine Suspensions

Various optical and acoustic instruments have specific advantages and limitations for characterizing suspensions, and when used together more information can be obtained than with one instrument alone. The LISST 100X, for example, is a powerful tool for estimating particle size distribution, but because of the inversion method used to determine the size distribution, it is difficult to distinguish two dominate populations that peak close to one another, especially among larger grain sizes. In the York River estuary, VA, additional information obtained through the deployment of a RIPScam camera system and an ADV along with the LISST 100X allowed differentiation between populations of resilient pellets and flocs in suspension close to the bed and how the populations varied over a tidal cycle. A second example of instrument pairing providing additional information was the use of a PICS video imaging system in the York River to verify the conditions under which use of the ADV Reynolds flux method was valid for estimating settling velocity of suspended particle populations

Bayesian networks in infectious disease ecoepidemiology

Globally, infectious diseases are responsible for a significant burden on human health. Drivers of disease transmission depend on interactions between humans, the environment, vectors, carriers, and pathogens; transmission dynamics are therefore potentially highly complex. Research in infectious disease eco-epidemiology has been rapidly gaining momentum because of the rising global importance of disease emergence and outbreaks, and growing understanding of the intimate links between human health and the environment. The scientific community is increasingly recognising the need for multidisciplinary translational research, integrated approaches, and innovative methods and tools to optimise risk prediction and control measures. Environmental health experts have also identified the need for more advanced analytical and biostatistical approaches to better determine causality, and deal with unknowns and uncertainties inherent in complex systems. In this paper, we discuss the use of Bayesian networks in infectious disease eco-epidemiology, and the potential for developing dynamic tools for public health decision-making and improving intervention strategies

VLBA Imaging of the OH Maser in IIIZw35

We present a parsec-scale image of the OH maser in the nucleus of the active galaxy IIIZw35, made using the Very Long Baseline Array at a wavelength of 18 cm. We detected two distinct components, with a projected separation of 50 pc (for D=110 Mpc) and a separation in Doppler velocity of 70 km/s, which contain 50% of the total maser flux. Velocity gradients within these components could indicate rotation of clouds with binding mass densities of ~7000 solar masses per cubic parsec, or total masses of more than 500,000 solar masses. Emission in the 1665-MHz OH line is roughly coincident in position with that in the 1667-MHz line, although the lines peak at different Doppler velocities. We detected no 18 cm continuum emission; our upper limit implies a peak apparent optical depth greater than 3.4, assuming the maser is an unsaturated amplifier of continuum radiation.Comment: 10 pages, 3 figure

9286 Stars: An Agglomeration of Stellar Polarization Catalogs

This is a revision. The revisions are minor. The new version of the catalog should be used in preference to the old. The most serious error in the older version was that $\theta_diff$ was incorrect, being sometimes far too large, for Reiz and Franco entries; the correct values are all zero for that reference. We present an agglomeration of stellar polarization catalogs with results for 9286 stars. We have endeavored to eliminate errors, provide accurate (arcsecond) positions, sensibly weight multiple observations of the same star, and provide reasonable distances. This catalog is included as an ASCII file (catalog.txt) in the source of this submission.Comment: The most serious error in the older version was that $\theta_diff$ was incorrect, being sometimes far too large, for Reiz and Franco entries; the correct values are all zero for that reference. 11 pages, no figures. Accepted for Astronomical Journal. Catalog also available as an ASCII file by anonymous FTP from ftp://vermi.berkeley.edu/pub/polcat/p14.ou

Dairy Farm Business Summary: Western Plateau Region 1993

E.B. 94-11Dairy farmers throughout New York State have been participating in Cornell Cooperative Extension's farm business summary and analysis program since the early 1950's. Managers of each participating farm business receive a comprehensive summary and analysis of the farm business. The information in this report represents an average of the data submitted from dairy farms in the Western Plateau Region for 1993

Dairy Farm Business Summary: Western Plateau Region 1990

A.E. Ext. 91-14Dairy farmers throughout New York State have been participating in Cornell Cooperative Extension's farm business summary and analysis program since the early 1950's. Each participating farmer receives a comprehensive business summary and analysis of his or her farm business. The information in this report represents an average of the data submitted from farms in the Western Plateau region

Impacts of Muddy Bed Aggregates on Sediment Transport and Management in the tidal James River, VA

Aggregation state significantly influences the size, density and transport characteristics of fine sediment. Understanding sediment transport and deposition processes in the nation’s navigable waterways is a primary mission for the US Army Corps of Engineers (USACE), particularly when it comes to infilling of navigation channels. In this study, a newly developed camera system was used to evaluate the aggregation state of eroded sediment from cores collected in the tidal James River, VA. Results showed that bed sediments were composed mostly of mud, but that erosion predominately occurred in the form of aggregates with median sizes 50-270x larger than the disaggregated sediment. Aggregate size weakly correlated to shear stress at levelsPa, as well as sand content and bed density. A numerical simulation demonstrated that mud aggregates were predicted to transport in incipient suspension or bedload, while disaggregated fines were predominately maintained in full suspension. This difference in transport mode has significant implication for channel infilling and sediment transport within the system

Open Architecture Standard for NASA's Software-Defined Space Telecommunications Radio Systems

NASA is developing an architecture standard for software-defined radios used in space- and ground-based platforms to enable commonality among radio developments to enhance capability and services while reducing mission and programmatic risk. Transceivers (or transponders) with functionality primarily defined in software (e.g., firmware) have the ability to change their functional behavior through software alone. This radio architecture standard offers value by employing common waveform software interfaces, method of instantiation, operation, and testing among different compliant hardware and software products. These common interfaces within the architecture abstract application software from the underlying hardware to enable technology insertion independently at either the software or hardware layer. This paper presents the initial Space Telecommunications Radio System (STRS) Architecture for NASA missions to provide the desired software abstraction and flexibility while minimizing the resources necessary to support the architecture