OPERATING AGREEMENT OF [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. S ARTICLE II Introduction A 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 M 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 P 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 LE 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 5.1. S ARTICLE II Members; Membership Interest; Meeting of Members SECTION 2.1 Names, Addresses, Percentage of Interest of Members. The initial Member is A [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 M 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 P 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. LE 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. 6 More Pages Included in Purchased Version.
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