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Resolution of Members Converting Member-Managed LLC into Manager-Managed LLC

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					SpadacciniUltimateLLC AppA.qxp      11/10/2010     2:34 PM    Page 238




      THE ULTIMATE LLC COMPLIANCE GUIDE


                                          LLC Form 13: Resolution of Members Converting
                                         Member-Managed LLC into Manager-Managed LLC
              RESOLUTION OF THE MEMBERS OF 17 REASONS, LLC CONVERTING MEMBER-MANAGED LLC INTO
                  MANAGER-MANAGED LLC AND ADOPTING CHANGES TO LLC OPERATING AGREEMENT
             The undersigned, who constitute the entire membership of 17 Reasons, LLC, a Michigan LLC (the “LLC”), act-
             ing pursuant to the operating agreement of the LLC, and pursuant to the laws of the State of Michigan,
             hereby adopt and approve the recitals and resolutions set forth below, which shall have the same force and
             effect as if adopted and approved at a duly held meeting.
             RESOLVED, that the LLC is hereby converted from a member-managed LLC into a manager-managed LLC.
             RESOLVED, that the following paragraph is hereby stricken from the operating agreement of the LLC:
             7.1 Management by Members. The Company shall be managed by its Members, who shall have full and
                 exclusive right, power, and authority to manage the affairs of the Company and to bind the Company
                 to contracts and obligations, to make all decisions with respect thereto, and to do or cause to be done
                 any and all acts or things deemed by the Members to be necessary, appropriate, or desirable to carry
                 out or further the business of the Company.
             RESOLVED, that the following paragraph is hereby inserted into the operating agreement of the LLC:
             7.1 Management by Manager(s). The Members shall elect and appoint Manager(s) who shall have the full
                 and exclusive right, power, and authority to manage the affairs of the Company and to bind the Com-
                 pany, to make all decisions with respect thereto, and to do or cause to be done any and all acts or things
                 deemed by the Members to be necessary, appropriate or desirable to carry out or further the business of
                 the Company. All decisions and actions of the Manager(s) shall be made by majority vote of the Man-
                 ager(s) as provided in Section 12.3. No annual meeting shall be required to reappoint Manager(s). Such
                 Person(s) shall serve in such office(s) at the pleasure of the Members and until his, her, or their succes-
                 sors are duly elected and appointed by the Members. Until further action of the Members as provided
                 herein, the Person(s) whose names appear on Table B below are the Manager(s) of the Company.
                                                         Table B: Manager(s)

                                   Name of Managers                                Address of Managers




             _________________________________                       _________________________________
             John Farnsworth                                         Lisa Knowles

             _________________________________
             David Stapleton




      238 • APPENDIX A

				
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