Operating Agreement for Single Member LLC This Agreement, dated as of __________________ (date), is between __________________ (the ``Member''), a ______________ corporation with its principal place of business located at __________________, __________, and __________________ LLC (the ``Company''), a limited liability company formed and existing under the laws of the ______________________ with its principal place of business at __________________, ______________ (collectively, the ``Parties''). I Organization and Powers 1.1 Organization. The Company has been organized as a _________ limited liability company by the filing of a Certificate of Organization pursuant to the provisions of the ____________ Limited Liability Company Act (the ``Act''). 1.2 Agreement, Effect of Inconsistencies with Act. This Agreement sets forth the agreement between the Parties as to the affairs of the Company and the conduct of its business. 1.2 Powers. The Company may engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and to operate its business. 1.3 Fiscal Year. The fiscal year of the Company shall be the same fiscal year as that of the Member. II Manager and Management 2.1 Designation of Manager. The Company has one Manager, whose name and address are as follows: __________________. Any Manager may withdraw or be removed as a Manager of the Company, and other persons may be added or substituted as Managers, only in the manner specified in Article IX hereof. 2.2 Business Affairs. The management and control of the business and affairs of the Company shall be vested exclusively in the Manager. If at any time there is more than one Manager, all decisions, approvals, actions, consents and matters to be made, granted, withheld, taken or acted upon by the Manager shall require the approval of a majority in number of persons serving as Managers. The Manager shall have the right and power to manage, operate, and control the Company and to do all things which it deems necessary or desirable for the Company or its business. 2.3 Consent. Any requirement contained in the Act for unanimous or other consent or approval will be satisfied by the action of the Manager in writing. 2.4 Power to Bind the Company. The act of the Manager in apparently carrying on the usual business or affairs of the Company (including the exercise of the authority indicated in this Article) shall bind the Company. No person dealing with the Company shall have any obligation to inquire into the power or authority of the Manager acting on behalf of the Company. 2.5 Withdrawal or Termination of Manager. Without the prior written consent of the Member, no Manager may voluntarily resign, withdraw or retire as Manager from the Company. Without limiting the foregoing, no Manager may resign from, retire from, abandon or otherwise
terminate his status as a Manager except after 60 days' written notice to the Member. A Manager's status as a Manager may be terminated at any time by action of the Member and, if there are at the time other Managers, the approval of a majority in number of such other Managers shall also be required. 2.6 Additional or Substituted Manager. Additional or Substituted Managers may be selected at any time upon the written approval of, and with such rights, obligations, responsibilities and economic interest, as may be approved by the Member. III Duties of Member and Manager; Liability of Manager 3.1 Manager's Duty of Care. The Manager's duty of care in the discharge of the Manager's duties to the Company is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. In discharging its duties, the Manager shall be fully protected in relying in good faith upon the records required to be maintained under the Act and upon such information, opinions, reports or statements by any of the Company's agents, or by any other person, as to matters the Manager reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. 3.2 Competitive or Interested Transactions. The Member or Manager shall be entitled to enter into transactions that may be considered to be competitive with, or a business opportunity that may be beneficial to, the Company, it being expressly understood that the Member or Manager may enter into transactions that are similar to the transactions into which the Company may enter. A Member or Manager does not violate a duty or obligation to the Company merely because the Member's or Manager's conduct furthers the Member's or Manager's own interest. A Member or Manager may lend money to and transact other business with the Company. The rights and obligations of a Member or Manager who lends money to or transacts business with the Company are the same as those of a person who is not a Member or Manager, subject to other applicable law. No transaction of the Company shall be voidable solely because a Member has a direct or indirect interest in the transaction if the transaction is fair to the Company. 3.3 Liability of Manager. No Manager shall have any liability to the Company or to any Member for any loss suffered by the Company that arises out of any action or inaction of any Manager, if such Manager in good faith determines that such course of conduct was in the best interest of the Company, and such course of conduct did not constitute gross negligence or willful misconduct of such Manager. IV Capital Contributions and Liability of Member 4.1 Initial Capital Contribution. After the execution of this Agreement, the Member shall transfer to the Company as the sole and entire consideration for his membership interest in the Company (``Membership Interest'') the amount set forth in Exhibit I annexed hereto (the ``Initial Contribution''). 4.2 Additional Capital Contributions. The Member is entitled, but not required, to make additional contributions to the capital of the Company.
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4.3 Liability of the Member. The Member shall not be obligated personally for any debt, obligation, or liability of the Company solely by reason of being a member of the Company. V Indemnification; Transfers Between the Member and the Company 5.1 Indemnification. The Company shall indemnify the Member and its agents and the Manager and its agents for all costs, losses, liabilities, and damages paid or accrued by the Member or its agent or the Manager or its agent in connection with the business of the Company, to the fullest extent provided or allowed by the laws of the ____________________. 5.2 Advances. The Company may advance costs of defense of any proceeding to the Member or Manager or any other agent. 5.3 Compensation and Reimbursement. The Manager shall be reimbursed for all reasonable expenses incurred in managing the Company. VI Distributions 6.1 Distributions. The Member may cause the Company to distribute its assets to the Member in such amounts and at such times as the Member may decide in its sole discretion, subject only to the provisions of the Act. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company. 6.2 Allocations. Only the Member shall be entitled to allocations of profits and losses and to allocations of distributions of Company assets. No other person shall have any right to any such allocations. VII Transfers of Interests 7.1 Disposition of Membership Interest. Notwithstanding any other provision of this Agreement, the Member shall have exclusive authority to transfer all or a portion of its Membership Interest (including governance and financial interests) in any manner provided by law, and upon such transfer, the transferee shall become a member of the Company without further action on the part of the transferee, the Company or the Member. Any transfer by the Member of a portion of its Membership Interest shall be subject to any terms and conditions which the Member, in its sole discretion, deems appropriate. 7.2 Pledge of Membership Interest. The Member shall have exclusive authority to pledge all or any portion of its Membership Interest to any person at any time. Any pledge by the Member of all or any portion of its Membership Interest shall be subject to any terms and conditions which the Member, in its sole discretion, deems appropriate. 7.3 Admission of Additional Members. The Member shall have exclusive authority to admit any person as an additional member of the Company. The membership interest of any additional member shall be subject to any terms and conditions which the Member, in its sole discretion, deems appropriate. Additional members shall be admitted to the Company only upon their signing this Agreement, as it may be amended from time to time by the Member. VIII Dissolution and Termination 8.1 Dissolution. The Company shall be dissolved and its affairs wound up with the written consent of the Member. Page 3 of 5
8.2 Effect of Dissolution. Upon dissolution, the Company shall cease carrying on (as distinguished from the winding up of) the Company business, but the Company is not terminated and shall continue until the winding up of the affairs of the Company is completed and a Certificate of Cancellation has been filed with the Secretary of State. 8.3 Distribution of Assets on Dissolution. Upon the winding up of the Company, the assets of the Company shall be distributed to the Member. 8.4 Winding Up and Certificate of Cancellation. The winding up of the Company shall be completed when all debts, liabilities, and obligations of the Company to the extent permitted by law have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining assets of the Company have been distributed to the Member. Upon the completion of winding up of the Company, a Certificate of Cancellation shall be filed with the Secretary of State. The Certificate of Cancellation shall set forth the information required by the Act. IX Miscellaneous 9.1 Amendments. This Agreement may be amended or modified from time to time with the written consent of the Member and the Company. 9.2 Entire agreement. This Agreement represents the entire agreement among the Parties. 9.3 Applicability of the Act. Except as otherwise expressly provided in this Agreement, all provisions of the Act as now in effect and as amended from time to time shall apply to the Agreement as if fully incorporated herein. 9.4 Governing law. This Agreement shall be governed exclusively by the laws of the ______________, and all disputes under or relating to this Agreement shall be resolved by the courts of the ______________________________. 9.5 Captions. Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing its provisions. SIGNATURES AND DATES In witness of their acceptance of the above terms and conditions, the parties have duly signed and dated this Agreement as follows: __________________, Member Date: By:Name:Title: __________________ LLC By:Name:Title: Manager
Date:
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EXHIBIT I INITIAL CONTRIBUTION
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