Operating Agreement by yxv39816


									                                    OPERATING AGREEMENT
                                       [Full Name of LLC]
                                      AS AMENDED ON [Date]

        [Full Name of LLC (the “Company”), a [State] Limited Liability Company, has been formed as
described hereinafter. The party to this Operating Agreement (as amended), as the sole Initial Member of
the Company, enters into this Agreement as the Company’s and his/her binding agreement for all
purposes permitted for an operating agreement under [State] Law.
                                               ARTICLE II
        SECTION 1.1 Formation. The Company has been organized as a [State]Limited Liability
Company by the filing of the Articles of Organization (the “Articles”) and the issuance of a certificate of
formation for the Company by the State] Secretary of State.

        SECTION 1.2 Name. The name of the Company is [Full Name of LLC] and all Company
business must be conducted in that name or such other names that comply with the applicable law as the
Members may select from time to time.

         SECTION 1.3 Registered Office; Registered Agent; Principal Office; Other Offices. The
registered office of the Company shall be [Street Address, City, State, Zip], or other such office as the
Members may designate from time to time in the manner provided by law. The registered agent of the
Company shall be [Name of Registered Agent], or such other person or persons as the Members may
designate from time to time. The principal office of the Company shall be at, [Street Address, City,
State, Zip], or such other place as the Members may designate from time to time. The Company may
also have such other offices as the Members may designate from time to time.

         SECTION 1.4 Defined Terms. The terms used in this Agreement with their initial letters
capitalized, shall, unless the context otherwise requires or unless otherwise expressly provided herein,
have the meanings specified in this Section 1.4. When used in this Agreement, the following terms shall
have the meanings set forth below:

        “Additional Member” shall mean any person or entity admitted as a Member pursuant to Section
2.2 hereof.

        “Agreement” shall mean this Operating Agreement (as amended).

        “Capital Account” shall mean individual accounts established and maintained pursuant to Section
4.2 hereof .

        “Capital Contribution” shall mean the agreed value of contributed property and the total amount
of cash and services contributed to the Company by each Member.

        “Company” shall refer to [Full Name of LLC].
        “Initial Members” or “Initial Member” shall mean [Name of Initial Member(s)].

        “Manager” shall mean [Name of Manager] or any other person selected as a manager pursuant
to Section 3.1 hereof.

       “Member” or “Members” means those who are either Initial Members or those admitted as
Additional Members pursuant to the consent required by Section 2.2.

        “Transfer” means a transfer of a Membership interest or a portion thereof, as defined in Section
                                        ARTICLE II
                        Members; Membership Interest; Meeting of Members

         SECTION 2.1 Names, Addresses, Percentage of Interest of Members. The initial Member is
[Name of Initial Member(s)] having the mailing address of [Street Address, City, State, Zip]. The
Initial Member owns a 100 percent (100%) interest in the Company.

        SECTION 2.2 Admission of Additional Members.                 The Members may admit Additional
Members to the Company who will participate in the profits, losses, available cash flow, and ownership
of the assets of the Company on such terms as are determined by all of the Members. Additional
Members, before becoming such, shall require the consent of all Members then having any interest in the
Company. During the company’s entire term of participation in the SBA’s 8(a) program, it is understood
that, [Full Name of 8(a) Applicant], the person upon whom eligibility to participate in the SBA’s 8(a)
program is based, shall maintain at least a fifty-one (51) percent ownership interest in the company

        SECTION 2.3 Limitation on Liability. No Member or Manager shall be liable under a
judgment, decree, or order of the court, or in any other manner, for any debt obligation or liability of the
Company. No Member shall be required to loan any funds to the Company. No Member shall be
required to make any contribution to the Company by reason of any negative balance in his Capital
Account, nor shall any negative balance in a Member’s Capital Account create any liability on the part of
the Member to any third party.
        SECTION 2.4 Meetings of the Members.

             (a)        Meetings of the Members for any purpose or purposes may be called by any
Member or Manager.

                 (b) Any meeting of Members may be held at such time and place within or without the
State of [State] as the Member calling the meeting may designate.

                (c) At each meeting of Members, voting shall be in accordance with the percentage of
ownership interest in the Company of each Member. At such meeting every Member, except the Member
upon whose eligibility to participate in the Small Business Administration’s (SBA’s) 8(a) Business
Development program, shall be entitled to vote in person or by proxy appointed by an instrument in
writing subscribed by such Member.
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