OPERATING AGREEMENT
of
_________
THIS OPERATING AGREEMENT (the "Agreement") is entered into and dated ________ day of ________________, ________ (the "Execution Date"),
BY AND BETWEEN:
_________ of _________,
(individually the "Member" and collectively the "Members").
|
Name
1. The name of the Company is, and the Company's business will be conducted under the name of _________.
RECITALS:
A. The Members desire to form a limited liability company pursuant to the Limited Liability Company Law of _________.
B. The Members desire to establish their respective rights and obligations within the limited liability company pursuant to the provisions of the state of _________ and by the terms and conditions of this Operating Agreement.
NOW, THEREFORE, for and in consideration of the above premises and the mutual covenants and provisions contained in this Operating Agreement, the Members agree as follows:
Formation
2. By this Agreement, the Members desire to form a Limited Liability Company (the "Company") pursuant to the Limited Liability Company Law of _________. The Members agree that their rights and obligations are governed by the provisions of the _________ Limited Liability Company Act (as amended from time to time, henceforth the "Act"), unless as specified otherwise in this agreement.
Company Purpose and Powers
3. _________.
Term
4. The Company commences on the date of this Operating Agreement, and the Company's terms continues until terminated or until the dissolution of the Company in accordance with this Agreement or as governed under conditions provided in the Act.
Place of Business
5. The Company's principal place of business shall be located at _________ or another place in _________ as the Members may from time to time determine or deem advisable.
Capital Contributions
6. All Members are listed below and all of them agree to make their Initial Capital Contributions to the Company in full, according to the provisions of this Operating Agreement, as follows:
_________
- Contribution Description: _________
- Value of Contribution: $_________
Allocation of Profits/Losses
7. After giving effects to the provisions in this Agreement, the Net Profits or Losses for any Fiscal Year, for both accounting and tax purposes, shall be equally allocated between the Members.
8. All Net Profits and Losses shall be shared equally among the Members. Thus, Each Member will receive an equal share of any Distribution.
9. No Member shall have priority over any other Member, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a distribution.
Nature of Interest
10. The number and nature of a Member's Interests in the Company shall be regarded as personal property.
Withdrawal of Contribution
11. All Members shall need the unanimous consent of the other Members to withdraw any portion of their Capital Contribution.
Liability for Contribution
12. Except as required by the Act or as otherwise provided in this Operating Agreement, all members shall consent to compromising or releasing a Member's obligation to make his or her required Capital Contribution. Each Member is personally liable for payments of his, her or its Capital Contribution when they are due, as set forth in the Act or in this Operating Agreement, and shall be obliged at the optional request of the other Members to contribute capital in addition to any other rights or request of specific performance that the Company may enforce against the Member.
Additional Contributions
13. No Member will be required to make any Capital Contributions in addition to those called for in other provisions of this Operating Agreement. Unless there is unanimous consent of all Members, any change to the Initial Capital Contributions will not affect any Member's Interests.
14. All advances of money made by any Member in favor of the Company in excess of the amounts provided for the Initial Capital Contribution in this Operating Agreement or thereafter agreed to, shall be characterized as debt or a loan due from the Company rather than as an increase in the Capital Contribution of the Member and will not entitle the Member to an increased share in the Company's Net Profits nor to greater voting power. This debt or loan shall be repaid with interest at rates to be determined by a majority of the Members.
Capital Accounts
15. The Company must maintain a separate Capital Account (The "Capital Account") for each Member. The term "Capital Account" refers to the Member's amount of the Initial Capital in the Company, which will be credited to that Member's individual Capital Account. This Capital Account: (i) May increase by any additional capital contributions made by the Member, and income and/or gains allocated to the Member pursuant to the provision in this Operating Agreement; (ii) May be decreased by distributions to the Member pursuant to provisions in this Operating Agreement and losses and/or deductions allocated to such Member. The fair market value of any property contributed to the Company by a member, or distributed to a Member by the Company, will be credited or debited to the Member's Capital Account.
Management
16. The management of the Company is vested in the Members.
Authority to Bind Company
17. Any Member, regardless of classes or groups, has the authority to carry out acts on the Company's behalf and to bind the Company in contract.
Duty of Loyalty
18. Except as otherwise provided in a Non-Competition and/or Confidentiality Agreement, any Member may have business interests and engage in business activities in addition to those relating to the Company, and may engage in the ownership, operation and management of businesses and activities, for its own account and for the account of others, including a business that is similar to the business of the Company, and may own interests in the same properties as those in which the Company or the other members own as an interest, without having or incurring any obligation to offer any interest in the properties, businesses or activities to the Company or any other Member, and no other provision of this Agreement is deemed to prohibit any such Person from conducting such other business and activities.
Duty to Devote Time
19. All Members shall devote such time as shall be necessary for the efficient carrying of the Company's business as determined by the majority of the Members.
Member Meetings and Notice of Meetings
20. A Meeting of Members for such purpose or any purpose, may be called by any Member provided that such person has given reasonable notice to other Members. The Notice of Meetings shall consist of a written notice stating the place, day and hour of the meeting indicating that it is being issued by or at the direction of the person or persons calling the meeting, stating the purpose or purposes for which the meeting is called.
21. Ordinary Member Meetings shall be celebrated when determined and as required.
Voting
22. On all matters on which Members may vote, each Member shall be entitled to cast votes equal to his, her or its proportions of Capital Contributions in the Company.
Admission of New Members
23. No person may be admitted as a new Member to the Company.
Voluntary Withdrawal of a Member
24. A person may only withdraw as a Member of the Company with the unanimous consent of all remaining Members. A person that wrongfully dissociates as a Member shall be liable to the Company and all other Members for breaching this Operating Agreement, including any damages caused by the dissociation and any loss of future profit, in addition to any other debt, obligation or other liability of the member to the Company or other Members.
25. The continuance of the Company shall not be affected by the voluntary withdrawal of a Member.
26. The withdrawing member is required to show good faith and to diligently minimize any possible harm to the remaining Members when exercising his dissociation.
Involuntary Withdrawal of a Member
27. Events leading to the involuntary withdrawal of a Member from the Company shall include, but shall not be limited to the following:
a. A member dies or becomes disabled, preventing him or her from effectively participating in the business affairs of the Company, or is declared incapacitated, or (in the case of a member which is a corporation) dissolves; or
b. A member is found to have incurred in incompetence, or has violated his fiduciary duties as a Member of the Company; or
c. Voluntary proceedings by, or involuntary proceedings against, a Member are commenced under any provision of any federal or state statute concerning bankruptcy, insolvency, arrangement, composition, reorganization, moratorium, or similar relief; or
d. Any judgment is obtained in any legal or equitable proceeding against a Member, including any criminal conviction of a Member or any other similar legal proceeding that can damage the reputation of the Company, as well as any matrimonial action, and the sale of any interests is sought as a result of such judgment: or
e. Any execution process is issued against a Member or against any Interests; or
f. The person is expelled as a Member of the Company after a judicial determination that the person has undertaken unlawful activities as a Member of the Company or has incurred in wrongful conduct that has adversely and materially affected, or will adversely and materially affect the Company and its business activities; or has willfully or persistently committed, or is willfully and persistently committing, a material breach of the Operating Agreement, the person's duties or obligations, or the Act; or
g. The person has engaged, or is engaging, in conduct relating to the limited liability company's activities that makes it not reasonably practicable to carry on the activities with the person as a member.
28. The continuance of the Company shall not be affected by the involuntary withdrawal of a Member.
Dissociation of a Member
29. In the event that any form of action or proceeding is concluded which would result in the sale or transfer of any Interest, either as a result of a voluntary or involuntary withdrawal of a Member, in case the other remaining Members choose to purchase the interest of the withdrawing Member, such Members shall serve written notice to the person who ceases to be a Member (or such Member's successor-in-interest, administrator, trustee, executor or fiduciary figure, as the case may be) regarding such choice.
This notice shall include the purchase price of the buyout, as well as the method and schedule of payment for the withdrawing Member's Interests as determined in accordance to the Valuation of Interest section of this Operating Agreement. Furthermore, this notice shall be delivered within a reasonable period of time upon knowledge of the change in circumstance to the affected Member.
30. Valuation and distribution will be determined in accordance with the Valuation of Interest section of this Operating Agreement.
31. Following the dissociation of a Member, the remaining Members hold a right to recover damages from the dissociated Member if such person incurred in conduct which was the result of ill intent to purposefully harm other members or the business of the Company; or committed any sort of criminal activity or acted in such a way as to affect the goodwill or reputation of the Company; or violated the fiduciary duties he, she or it had to the Company: or breached any provision of this Operating Agreement.
32. Dissociated members are only liable to the Company for obligations or liabilities caused during their tenancy as Members and shall not be held responsible for any future liability incurred by other Members or the Company after his, her or its dissociation. Moreover, the Company shall keep appropriate records, files, letters and provide all notices regarding the dissociation of the Member to ensure such person is not liable for future Company obligations, in accordance with the Act and the provisions of this Operating Agreement.
33. If the Company shall hold the exclusive rights over its trade name, brand and all related intellectual property, the purchase amount of the dissociated Member's interest shall be paid in full and without interest by the remaining Members within 90 days of the date of withdrawal.
Right of First Purchase
34. In the event that a Member's Interest in the Company is or will be sold, due to any reason, the remaining Members will have a right of first purchase of that Member's Interest. The value of that interest in the Company will be the lower of the value set out in the Valuation of Interest section of this Agreement and any third party offer that the Member wishes to accept.
Assignment of Interest
35. In the event of death of a Member, or a court order adjudicating the incompetence of a Member or Bankruptcy is declared, the successor of a Member's Interest (whether an Estate, Bankruptcy Trustee or otherwise) in the company shall only hold the economic right to receive distributions whenever made by the Company and the Member's allocable share of taxable income, gain, loss, deduction, and credit. Moreover, the successor of a member shall not acquire any Membership condition or have any voting rights or interests.
Valuation of Interest
36. In the event of a dissociation of a Member or the dissolution of the Company, each Member shall have an equal financial interest in the Company.
37. Absent an agreement setting a value of the Company, the appraisal of such value shall be conducted by a third-party accounting firm chosen by all Members and such accounting firm shall appoint an appraiser in a reasonable period of time upon the date of withdrawal of the Member or dissolution of the Company. Furthermore, the appraisal of the value of the Company shall have a binding effect on all Members and shall be based on the fair market value of all Company assets, in accordance with federal regulations and with generally accepted accounting principles (GAAP). The intent of this section is to ensure the survival of the Company despite the withdrawal of any individual Member.
Dissolution
38. The Company may be dissolved and its affairs must be wound up by the unanimous vote of all the Members or the final decision of the Sole Member. The Company shall also be dissolved and its affairs must be wound up on the first to occur of any of the acts included in the Limited Liability Company Act.
39. Upon Dissolution of the Company and Winding Up of Company property, the liquidator shall distribute the Company assets as follows:
a. to creditors, to the extent permitted by law, in satisfaction of liabilities of the Company to creditors;
b. to current and former Members in satisfaction of liabilities for Company debt obligations; and then
c. to the Members according to each Member's financial interest, in compliance with the provisions of this Operating Agreement.
Records
40. The Company must keep appropiate books, records and accounts of all operations and expenditures of the Company. At a mninimum, the Company shall always keep at its principal place of business all of the following:
a. A current list of the full name and last known business, residence, or mailinng address of each Member , Economic Interest Owner and Manager, both past and present, including the exact date that person became a member or ceased to be a Member;
b. Books containing the business information and financial condition of the Company;
c. A copy of the Articles of Organization of the Company and all amendments to it, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;
d. A copy of the Company's federal, state and local income tax returns and reports, if any, for the four most recent years;
e. A copy of the Company's currently effective written Operating Agreement, copies of any writings permitted or required with respect to a Member's obligation to contribute cash, property or services, and copies of any financial statements of the Company for the three most recent years;
f. Minutes of every anual, special, and court-ordered meeting;
g. Any written consents obtained from members for actions taken by Members without a meeting;
h. All record of cash, property, and services contributed to the Company by each Member, along with a description and value, and any contributions that have been agreed to be made in the future;
Books of Account
41. At all times during the continuance of the Company, the managers shall maintain or cause to keep true and complete financial records and books of accounting in accordance with generally accepted accounting principles (GAAP). Any and all Members shall have the right to access the books and records of the Company, which must show all transactions, profits, losses and records necessary for the Members to make an accurate assesment of the Company’s business and affairs.
Banking and Company Funds
42. The Member(s) shall designate and maintain an investment and/or a bank account to place the funds of the Company. All funds of the Company are to be deposited in the Company's name in such bank or investment account and these accounts shall not be used to deposit any funds other than the funds owned by the Company. All expenditures made by or on behalf of the Company shall be paid by check drawn on that account or by electronic transfer done from such account. Withdrawals and disbursements from said account may be signed by the Member(s) or an authorized representative.
Audit
43. All Books and Records shall be available to any Member for review and auditing at the cost and expense of the Company, during normal business hours on at least twenty-four hours prior notice. The Audit shall be done by an accounting firm chosen by all Members. In connection with such Audit, the Member or Members (and its Managers and agents) shall have the unffetered right to meet and consult with any and all employees and officers of the Company and to attend meetings and independently meet and consult any and all third parties (including governmental agencies) having dealings or any other relationship with the Company.
Tax Treatment
44. The organizers of the Company wish to allocate items of income, gain, losses, deductions and credits for federal and state income tax purposes pursuant to the applicable partnership tax regulations of the Internal Revenue Services. The Members are hereby granted authority to do whatever necessary to retain "partnership" tax status with State and Federal agencies.
Tax Elections
45. The Organizers of the Company wish to opt out of the application of Chapter 63 Subchapter C of the Internal Revenue Code, in each taxable year in which it is eligible to do so in accordance with §301.6221(b). In order for the Company to elect to opt out of the tax rules of the aformentioned section of the Internal Revenue Code, such election must be done unanimously and in a timely manner by filling for the return of such taxable year, including the disclosure of the name and taxpayer identification number of each Member.
Annual Report
46. As part of the ongoing requirements of the law, the Company shall prepare Annual Statements of the Company's gross receipts and operating expenses as prepared by the Company's accountants, which shall be transmitted to each of the Members and filed at the close of each fiscal year. This report shall include all the information necessary to completely describe the state of affairs of the Company and for tax reporting purposes of each Member. This report shall, at the very least, consist of the following:
a. A copy of the Company's federal income tax returns for that fiscal year.
Governing Law
47. The Members agree that this Operating Agreement shall be governed by, and interpreted and construed in accordance with, the laws and the jurisdiction of the courts of the State of _________, without regard to principles of conflict of laws, for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.
Goodwill
48. The goodwill shall be recorded as an intangible asset on the acquiring company's balance sheet under the long-term assets account.of the Company. The Goodwill of the Company shall be assessed at an amount to be determined by appraisal using generally accepted accounting principles (GAAP).
Force Majeure
49. In the unforesseable or forseeable event that a Force Majeure situation, such as hurricanes, fires, earthquakes, drought, flood, pandemic, or any other phenomena of a similar nature, prevents a Member from executing, in whole or in part, their duties and obligations, such Members shall be free of any liability. However, the Members shall not be free of liability if they failed to communicate in a timely manner to other Members about the inability to fulfill their duties and obligations due to the occurence of such event and if they did not act dilligently to mitigate the effects of the event.
Liability
50. The members or employees of the LLC shall not be liable under judgment, decree or order of a court, or in any other manner of a debt, obligation or liability of the Company, as a result of any act or omission within the scope of authority conferred by this Operating Agreement, in absence of bad faith or wilfull neglect. Thus, the Member or Employee shall only be liable for conscious and intentional acts or omissions of wrongdoing.
Liability Insurance
51. The Company may purchase and maintain insurance on behalf of one or more Member, employee, agent or any other persons against any liability that may be asserted against, or expense that may be incurred by, any such person acting in good faith in connection with the Company's activities.
Life Insurance
52. The Company will have the right to apply for and obtain a life insurance policy on the Members or employees life and/or health in such amounts, in such form, and when the Company shall, in its sole discretion, decide. Each Member or employee shall not have any interest in such insurance, but shall, if the Company requests, submit to such medical examinations, supply such information and execute documents as may be required in connection , or so as to enable the Company to effect, such insurance.
Forbidden Acts
No Member shall do any of the following:
53. Violate any provision under this Operating Agreement or contrary to the Law.
54. Have the right or authority to bind or obligate the Company to any extent whatsoever with regard to any matter outside the scope of the business of the Company.
55. Assign, transfer, pledge, mortgage or sell all or part of his interest in the Company to a third party or any other person whomsoever without prior approval of the Company and its Members.
56. Purchase an investment for the Company where less than the full purchase price is paid.
57. No Member may do any act that would make it impossible to carry on the ordinary business of the Company.
58. No Member will have the right or authority to bind or obligate the Company to any extent with regard to any matter outside the intended purpose of the Company.
59. Use the Company name, credit or property for other than Company purposes.
60. Do any act detrimental to the interests of the Company or which would make imposible to carry on the business affairs of the Company.
Amendment of this Agreement
61. Amendments to this Operating Agreement may be proposed by any Member, Any proporsed amendment to this Operating Agreement is effective only if adopted by the vote, consent or approval of all Members.
Title to Company Property
62. All property owned by the Company shall be owned by the Company ad remain in the name of the Company as an entity and, insofar as permitted by aplicable law, no Member shall have any ownership interest in any Company property in its individual name or right, in whole or in part, and each Member's interest in the Company shall be personal property for all purposes.
Severability Clause
63. Any provision of this Operating Agreement that is prohibited or unenforceable in any jurisdiction, in such jurisdiction, is eneffective to the extent of the prohibition or unenforceability, and any prohibition or unenforceability in any jurisdiction does not invalidate or render unenforceable the provision in any other jurisdiction. If any provision of this Operating Agreement is held or deemed to be or is inoperative or unenforceable as applied in any particular case because it conflicts with any other provision of this Operating Agreement or any law, statute, ordinance, rule, regulation, order, writ, decree or injuction, or for any other reason, the circumstances will not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provisions of this Operating Agreement invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of one or more phrases, sentences, clauses, sections or subsections of this Operating Agreement does not affect the remaining portions.
Entire Agreement
64. This Operating Agreement and all other related documents to it, such as exhibits and Transaction Documents, as well as all negotiations and understandings which have been included in the previously mentioned documents, to which any of the parties to this Operating Agreement are bounded to, contain the entire Agreement among the parties with respect to the subject matter and supersedes all prior agreements, proposals, representations, arrangments or understandings, written or oral, with respect to the subject matter.
65. This Operating Agreement is binding on and between all Members and is equally aplicable to trustees, successors, executors, administrators, beneficiaries, agents and representatives. No course of performance or other conduct subsequently pursued or acquiesced in, and no verbal agreement or representation subsequently made, by the Members or by the other persons mentioned above, whether or not relied or acted upon, shall amend this Agreement or impair or otherwise affect any Member's obligations pursuant to this Agreement or any rights and remedies of a Member pursuant to this Agreement.
Notices
66. All notices, requests, demands and other communications required or permitted in this Operating Agreement must be in writing, must refer to this Operating Agreement and, unless otherwise expressly provided elsewhere in this Agreement, may be delivered personally or sent be certified mail, return receipt requested, or by overnight air courier guaranteeing delivery within a reasonable amount of time which shall not exceed three (3) business days, or by facsimile, to the party at its address or facsimile number as may be designated by notice given in accordance with this clause.
The notice, request, demand or other communication is deemed delivered: (i) at the time delivered by hand, if personally delivered; (ii) five (5) business days after being deposited in the mail, postage prepaid, if mailed; (iii) the second business day after timely delivery to the Courier; and (iv) when receipt acknowledged, if telecopied.
Headings and Titles
67. The headings in this Operating Agreement are for convenience only and are not to be used to interpret or construe any provision of this Operating Agreement.
Definitions
68. For the purpose of this Agreement, the following terms are defined as follows:
a. "Agreement" means this Operating Agreement, as amended, restated or supplemented.
b. "Articles of Organization" means the Company's Articles of Organization filed with the Department of the State where the Company has been formed and registered, pursuant to the Limited Liability Company Law of such state, as amended or restated.
c. "Bankruptcy" of a Member means: (a) the Member's filing a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code (or corresponding provisions of future laws) or any other federal, state or foreign insolvency law, or a Member's filing an answer consenting to or acquiescing in any such petition; b) the Member's making any assignment for the benefit of its creditors or the Member's admission in writing of its inability to pay its debts as they mature; or c) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the United States Code (or corresponding provisions of future laws), seeking an application for the appointment of a receiver for the Member's assets, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal, state or foreign insolvency law, provided that the petition has not been vacated, set aside or stayed within the 60 day period.
d. "Operation of Law" means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual, including, but not limited to, an assignment for the benefit of creditors, a divorce, or a bankruptcy.
e. "Business Day" means any day except Saturday, Sunday or a day that banking institutions are obligated by law, regulation or governmental order to close.
f. "Additional Contribution" means Capital Contributions, other than Initial Contributions, made by Members to the Company.
g. "Capital Contribution" means the total amount of cash, property, or services contributed to the Company by any one Member.
h. "Capital Account" means each capital account maintained for a member pursuant to this Operating Agreement.
i. "Control" 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, through contract, or otherwise.
j. "Initial Capital" means, for any Member, the capital contributed by such Member as of the date of this Agreement.
k. "Member" means each of the Persons listed in this Agreement, and any transferee of a Member who is admitted to the Company as a Member in accordance to this Agreement; and “Members” means two or more of such Persons.
l. "Membership Interest or Member's Interests" means a Member's agregate rights in the Company, including, without limitation, the Member's share of the Company's profits and losses, the right to receive distributions from the Company and the right to vote and participate in the management of the Company.
m. "Voting Members" means the Members who belong to a membership class that has voting power. Where there is only one class of Members, then those Members constitute the Voting Members.
n. "Distributions" means a payment of Company profits to the Members.
o. "Initial Contribution" means the initial Capital Contributions made by any Member to acquire an interest in the Company.
p. "Net Profits or Losses" means the net profits or losses of the Company as determined by generally accepted accounting principles (GAAP).
q. "Person" means any individual, corporation, partnership, joint Venture, association, joint stock company, trust, unincorporated organization, or other entity or organization, including any government or political subdivision or any agency or instrumentaluty of any entity.
r. "Principal Office" means the office whether inside or outside the State of _________ where the executive or management of the Company maintain their primary office.
IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.
Witness: ________________________ (Sign) | _______________________________ |
Witness Name: ______________________ | _________ (Member) |
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