OPERATING AGREEMENT OF LIMITED LIABILITY COMPANY [LLC]
The following is a sample LLC operating agreement created in accordance with the guidelines set out by the Beverly-Killea Limited Liability Company Act.
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TABLE OF CONTENT: ARTICLE I. OFFICES 1.1 Principal Office 1.2 Registered Office ARTICLE II. MEETINGS 2.1 Annual Meeting 2.2 Regular Meetings 2.3 Special Meetings 2.4 Notice of Meeting 2.5 Quorum 2.6 Proxies 2.7 Voting by Certain Members 2.8 Manner of Acting 2.8.1 Formal action by Members. 2.8.2 Procedure 2.8.3 Presumption of Assent 2.8.4 Informal Action of Members 2.9 Order of Business 2.10 Telephonic Meeting ARTICLE III FISCAL MATTERS 3.1 Fiscal Year 3.2 Deposits 3.3 Checks, Drafts, Etc. 3.4 Loans 3.5 Contracts 3.6 Accountant 3.7 Legal Counsel ARTICLE IV. MANAGEMENT CERTIFICATES AND THEIR TRANSFER 4.1 Certificates 4.2 Certificate Register 4.3 Transfers of Shares ARTICLE V. BOOKS AND RECORDS 5.1 Books and Records 5.2 Right of Inspection 5.3 Financial Records ARTICLE VI. DISTRIBUTION OF PROFITS ARTICLE VII. OFFICERS 7.1 Operating Manager
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7.2 Other Officers 7.3 Election and Tenure 7.4 Resignations and Removal 7.5 Vacancies 7.6 Salaries ARTICLE VIII. MISCELLANEOUS 8.1 Notice 8.2 Waiver of Notice 8.3 Indemnification By Company 8.4 Indemnification Funding 8.5 Duality of Interest Transactions 8.6 Anticipated Transactions 8.7 Gender and Number 8.8 Articles and other Headings 8.9 Reimbursement of Officers and Members ARTICLE IX. AMENDMENTS 9.1 Amendments RATIFICATION and EXECUTION
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Operating Agreement Of _______________ LIMITED LIABILITY COMPANY
Date: ____________________
ARTICLE I. OFFICES 1.1 Principal Office. The principal office of the Company in the State of _______ will be located at _________________________. The Company may have other offices, either within or without the state of _______ as the Members may designate or as the business of the Company may from time to time require. 1.2 Registered Office. The registered office of the Company, required by the Wyoming Limited Liability Company Act to be maintained in the State of Wyoming, may, but need not, be identical with the Principal Office in the State of Wyoming. The address of the initial registered office of the Company is ________________ ____________________________, and the initial registered agent at that address is ___________. The registered office and the registered agent may be changed from time to time by action of the Members and by filing the prescribed form with the Wyoming Secretary of State.
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ARTICLE II. MEETINGS 2.1 Annual Meeting. The annual meeting of the Members will be held the first Tuesday in the month of January in each year, beginning with the year 19__ at the hour of _____ o'clock _.m., for the purpose of electing an Operating Manager and for the transaction of other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday, the meeting will be held on the next succeeding business day. If the election is not held on the day designated in this Agreement for the annual meeting of the Members, or at any adjournment of the meeting, the Members will cause the election to be held at a special meeting of the Members as soon afterward as it may conveniently be held. 2.2 Regular Meetings. The Members may prescribe the time and place for the holding of regular meetings and may provide that the adoption of the resolution will constitute notice of the regular meetings. If the Members do not prescribe the time and place for the holding of regular meetings, regular meetings will be held at the time and place specified by the Operating Manager in the notice of each regular meeting. 2.3 Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Operatin