LLC Operating Agreement. Table Of Contents

Transcription

1 LLC Operating Agreement Table Of Contents ARTICLE I. Formation and Name: Office; Purpose; Term Section 1.1. Name of the Company Section 1.2. Purpose Section 1.3. Term Section 1.4. Principal Office Section 1.5. Registered Agent and Registered Office Section 1.6. Members Section 1.7. Certificate of Interest or Membership ARTICLE II. Capital and Capital Accounts Section 2.1. Initial Capital Contributions Section 2.2. No Other Capital Contributions Section 2.3. Additional Capital Section 2.4. No Interest on Capital Contributions Section 2.5. Return of Capital Contributions Section 2.6. Form of Return of Capital Section 2.7. Capital Accounts Section 2.8. Loans Section 2.9. Member Loans or Services Section Withdrawals ARTICLE III. Profit, Loss, and Distributions Section 3.1. Section 3.1. [Special Allocations Section 3.2. Distributions of Cash Flow and Allocations of Profit or Loss Other Than From Capital Transactions Section 3.3. Distributions of Capital Proceeds and Allocation of Profit or Loss from Capital Transactions Section 3.4. Liquidation and Dissolution Section 3.5. General ARTICLE IV. Management: Rights, Powers, and Duties Section 4.1. Management and Manager Section 4.2. Meetings, Powers and Duties of and Voting by Members Section 4.3. Personal Services Section 4.4. Duties of Parties Section 4.6. Power of Attorney...122

2 Exculpation and Indemnification ARTICLE V. Transfer of Interests; Admission and Withdrawal of Members Section 5.1. Transfers Section 5.2. Voluntary Withdrawal Section 5.3. Involuntary Withdrawal Section 5.4. Fair Value Section 5.5. Admission of Members ARTICLE VI. Dissolution, Liquidation, and Termination of the Company Section 6.1. Event of Dissolution Section 6.2. No Dissolution Upon Withdrawal Section 6.3. Procedure for Winding Up and Dissolution ARTICLE VII. Books, Records, Accounting, and Tax Elections Section 7.1. Bank Accounts Section 7.2. Books and Records Section 7.3. Annual Accounting Period Section 7.4. Reports Section 7.5. Tax Matters Partner Section 7.6. Tax Elections Section 7.7. Title to Company Property ARTICLE VIII. General Provisions Section 8.1. Assurances Section 8.2. Notifications Section 8.3. Specific Performance Section 8.4. Complete Agreement Section 8.5. Applicable Law Section 8.6. Section Titles Section 8.7. Binding Provisions Section 8.8. Terms Section 8.9. Separability of Provisions Section Counterparts Section Amendment of Agreement Section Waiver of Conflict Exhibit A List of Members, Capital, and Percentages Exhibit B Articles of Organization Exhibit C Property Contributed Exhibit D Defined Terms Exhibit E Sample Certificates of Interest Exhibit F Special Allocations Exhibit G Sample Installment Promissory Note OPERATING AGREEMENT

3 This Operating Agreement ( Agreement ) is entered into this day of, 20 by and among all the Members of ( Company ) listed on Exhibit A. has formed an Indiana limited liability company under the laws of the State of Indiana by the filing of Articles of Organization ( Articles ) pursuant to the Indiana Business Flexibility Act, as amended (the Act ). This Agreement is subject to, and governed by the Act and the Articles. In the event of a direct conflict between provisions of this Agreement and (a) the mandatory provisions of the Act or (b) the provisions of the Articles, such provisions of the Act or the Articles, as the case may be, will be controlling over any contrary provision of this Agreement. The capitalized terms in this Agreement shall have the meanings specified, as set forth in Exhibit D. Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them. Any term used but not defined in this Agreement shall have the meanings set forth in the Act. ARTICLE I. Formation and Name: Office; Purpose; Term Section Name of the Company. The name of the Company shall be. The Company may do business under that name and under any other name or names which the Manager selects. If the Company does business under a name other than that set forth in the Articles, then the Company shall file a trade name certificate as required by law. Section Purpose The overall purpose of the Company is to pool together the resources of the Members in a form of business organization having the specific characteristics of the Company, so that they can be more effectively managed and invested as a business to the end of increasing the profit derived from, and the value of, such resources as a whole. The specific characteristics of the Company which have motivated the Members to engage in this business include the following: The ability to conduct business without an entity level federal income tax; The ability to separate management control in the Manager from the equity ownership of the Members; The ability to help protect the Property from the creditors of the Members through the mechanism of such creditor having the status only of an assignee of an Interest; The ability to limit the liability of Interest Holders to no more than the amounts of their respective Capital Account; The ability to decide whether certain transferees will be admitted with full ownership rights and to select the individuals to whom the prior Members will allow voting rights and decision-making pow-

4 ers with respect to the Company; The ability to provide centralized management for the activities performed and property held by the Company; The ability to own and/or manage securities owned or acquired by the Company; The ability to own and/or manage real estate or businesses owned or acquired by the Company; The ability to provide an orderly transfer of ownership of assets; The ability to assist in preventing assets from going through probate upon the death of any individual Member; or alternatively, simplify any probate proceeding which may be required upon the death of an individual Member; The ability to establish and maintain an order of succession and control of Company assets; The ability to consolidate fractional interests in assets of the Members; The ability to increase the wealth of the Members; The ability to provide asset allocation and sharing of investment risk; The ability to provide flexibility in business and investment planning not available through trusts, corporations or other business entities; and The ability to promote knowledge of and communication about investments and businesses; The ability to provide consolidation of investments to meet investment suitability minimums Accordingly, in light of the overall purpose as specified in Section 1.2.1, the Company is formed to engage in the business of investing in any kind of property, real or personal, which the Company may deem advisable, specifically including (but not limiting the generality of the foregoing) bonds, notes, debentures, preferred stocks, common stocks, interests in general partnerships and limited partnerships, interests in limited liability companies, mortgages, ground rents, real estate (including leasehold as well as fee simple property), investment trusts, deposited or commingled funds, commodities and goods, and any other investment as shall be determined by the Manager (all such items being collectively referred to in this Agreement as the Property ) The Property initially contributed to the Company is set forth on Exhibit C In furtherance of the business and purposes of the Company, the Company may acquire (by contributions of property by the Members, by purchase, by lease, by investment of funds, or otherwise) real property, interests in real property, personal property and interests in personal property, whether owned

5 directly and indirectly, and wherever situated, and may own, hold, improve, lease, exchange, trade, transfer or otherwise dispose of such properties, and the Company may enter into such contracts, agreements, ventures or arrangements with other partnerships, joint ventures, corporations, trusts, associations, individuals, limited liability companies, or other entities as may be deemed necessary by the Company to accomplish any of its purposes The foregoing powers and purposes are not intended as a limitation on the Company, and the Company acting through its Manager shall have the power to do all acts necessary to the operation of the business as aforesaid. Section 1.3. Term. The term of the Company began upon the acceptance of the Articles of Organization and shall continue perpetually unless its existence is sooner terminated pursuant to Article VI of this Agreement. Section Principal Office. The principal office of the Company shall be located at, or at any other place which the Manager selects. Section 1.5. Registered Agent and Registered Office. The name and address of the Company s resident agent in the State of Indiana shall be. The registered office of the Company shall also be. Section 1.6. Members. The name, present mailing address, taxpayer identification number, and Percentage of each Member shall be set forth on Exhibit A, as amended from time to time. Section Certificate of Interest or Membership. Interest or Membership in the Company held by Interest Holders, including Members and non-members, shall be represented by Certificates of Interest or Certificates of Membership, as the case may be, substantially in the form shown in Exhibit E. ARTICLE II. Capital and Capital Accounts Section Initial Capital Contributions. The Initial Capital Contribution of each Member shall be as set forth on Exhibit A. Section No Other Capital Contributions. No Member shall be required to contribute any additional capital to the Company, and except as set forth in the Act, no Member shall have any personal liability for any obligations of the Company. In order to obtain additional funds or for other business purposes, however, additional capital may be contributed to the Company by the Class A Members upon unanimous Vote of the Class A Members or in accordance with the provisions of Section 2.3, but only upon the written consent of the Manager. Section Additional Capital. Upon Unanimous Vote of the Class A Members or of the Class B Members if there are no Class A Members and the written consent of the Manager, if such Members determine that additional funds are required by the Company, such Members and Manager may cause the Company to deliver a written notice to each Interest Holder (a Funds Request ), requesting that the Interest Holder contribute to the Company as additional capital their pro rata share of such required amount. The Company shall not be required to borrow or attempt to borrow funds from third parties, or to otherwise obtain the necessary funds, before making a Funds Request. Each Interest Holder may, but is not required to, within sixty (60) days after receipt of the Funds Request, contribute to the Company in cash an amount up to