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					West Coast Investment & Development L.L.C. (WCID LLC)
www.westcoastinvestments.com

OPERATING AGREEMENT
COMPANY MEMBERSHIP RESPONSIBILITIES &
CONNECTED

SHARING OF NET-PROFIT(S)

CA L.L.C. FILE # 200911210199 (FILED 04/14/2009)

SECTION ONE: PARTIES BOUND BY THIS AGREEMENT
Agreement between WCID LLC Co-Founders/Principal Partners and ALL „Junior Partners‟ (Part-Owners) including but not limited to (i.e. subject to future additions of Partners, Employees, Independent Contractors and Associates via future Addendum or Amendment to this original Operating Agreement for WCID LLC: 1) 2) 3) 4) Nick (Nicholas) A. Jameson (Co-Founder 1 of 2, Principal Partner 1 of 2, L.L.C. Manager 1 of 2) Fernando R. Miñòn (Co-Founder 2 of 2, Principal Partner 1 of 2, L.L.C. Manager 2 of 2) Edward McAuley (Junior Partner 1 of 1, Chief Engineering Consultant for the Creative Development Dept.) All other Primary Partners, Junior Partners, Employees, Independent Contractors and Associates of WCID LLC that sign AND are listed in this Operating Agreement and/or in any official Amendment and/or Addendum to this Operating Agreement for WCID LLC

SECTION TWO: DIVISION OF LABOR AND RESPONSIBILITY
Official Position Titles of the TWO (2) Co-Founders, Principal Partners and Primary Owners of the company: 1) CEO, Primary Broker & Director of Creative Development (Nick A. Jameson) 2) CIO, Sales Agent & Deputy Director of Creative Development (Fernando R. Miñòn) Official Position Titles of the Junior Partners and Part-Owners of the company: 1) Edward McAuley, Owner of At-Hand Computer Expertise and Chief Engineering Consultant for the company‟s Creative Development Department; signed-on to develop first prototype blueprints/models 2) Remainder of Team currently being recruited… Division of Labor and Responsibility of the TWO (2) Co-Founders are described & declared herein as follows [future additions of Principal and/or Junior Partners (Co-Owners), Employees, Independent Contractors and Associates of WCID LLC shall be added as part of the company‟s “Division of Labor and Responsibility” and “Official Position Titles” sections/sub-sections below and above, respectively, of this Operating Agreement via Addendum or Amendment to this Operating Agreement upon their officially becoming a Partner; some company Partners may have separate and independent compensation agreements (and/or Agency or Commission-Split Agreements) with WCID LLC in addition to their compensatory interests and responsibilities as declared in this document, the Operating Agreement for West Coast Investment & Development L.L.C.]:

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1) CEO, Broker of Record & Director of Creative Development (Nick A. Jameson) is generally responsible for but not limited to the following „job requirements and objectives‟ in his services rendered in an ongoing basis in the name, under the license and for the benefit of West Coast Investment & Development L.L.C. and ALL of its owners: Seeing to the many daily administrative responsibilities of the Chief Executive Officer and maintaining the company‟s good legal standing by making sure all company operations comply with City, County and State Authorities and the appropriate California Code primarily; Maintaining accounting records and delivering financial reports and tax information to company members and Tax authorities; Promoting all current company „Entrepreneurial Project(s);‟ Leading the Creative Development Department in charge of creating, developing and performing the research necessary in „putting-together‟ all current company „Entrepreneurial Project(s);‟ Assisting in attracting, scouting and acquiring new human talent, financing and assets for the company; Keeping the tax-related records for both the company‟s „Entrepreneurial Projects‟ and real estate related professional services at home-based and/or main regional office; Overseeing (all) licensed real estate salesperson(s) as the Primary Real Estate Broker for WCID LLC; Performing professional services as the company‟s Primary Broker by representing buyers and sellers of California real property 2) CIO, Sales Agent & Deputy Director of Creative Development (Fernando R. Miñòn) is generally responsible for but not limited to the following „job requirements and objectives‟ in his services rendered in an ongoing basis in the name, under the license and for the benefit of West Coast Investment & Development L.L.C. and ALL of its owners: Locating and solidifying leads to the company‟s necessary funding-source requirements to at least help to pay for (ideally: to fully cover/pay for) the company‟s operational expenditures while attracting, scouting and acquiring new human talent and assets for the company primarily; Socially networking for and promoting the company in general; Promoting all current company „Entrepreneurial Project(s);‟ Assisting the CEO in dealing with the company‟s many daily administrative responsibilities; Assisting the Creative Development Department with creating, developing and performing the research necessary in „puttingtogether‟ all current company „Entrepreneurial Project(s);‟ Performing professional services as a licensed salesperson (still working on said license as of May 1st, 2009) working under the company‟s Primary Broker (Nick A. Jameson) by representing buyers and sellers of California real property 3) The titles and responsibilities of all other future company partners, employees or associates shall be added via Addendum or Amendment to this Operating Agreement for WCID LLC at the time of their officially joining the company (West Coast Investment & Development L.L.C.)

SECTION THREE: ENTITLEMENT TO ‘ENTREPRENEURIAL PROJECT’ COMPENSATION
(INCLUDING ALL RELATED INTELLECTUAL PROPERTY COMPENSATION/ENTITLEMENT)
IMPORTANT NOTE REGARDING THE NEXT TWO SECTIONS OF THIS AGREEMENT: SECTIONS THREE AND FOUR OF THIS Operating Agreement COMPRISE THE EQUITY SHARING AGREEMENT AMONG ALL OWNERS (i.e. ALL PRINCIPAL AND JUNIOR PARTNERS PER THE MEANING OF THE TWO TERMS FOR THE PURPOSES OF THIS AGREEMENT) OF WEST COAST INVESTMENT & DEVELOPMENT L.L.C. IN THAT ALL “NET PROCEEDS” (DEFINED IN THIS AGREEMENT AS THE ABSOLUTE NET PROFIT FROM THE SPECIFIC PORTION OR „PROJECT‟ OF THE COMPANY TO WHICH THOSE INVOLVED AND INTERESTED ARE ENTITLED TO A PORTION OF THE PROCEEDS PER THE COMPENSATION AGREEMENT COMPRISING PARTS THREE AND FOUR OF THIS Operating Agreement FOR WCID LLC) ARE AWARDED AND DIVIDED AMONG ALL OWNERS OF THE COMPANY PER THE TERMS OF THE NEXT TWO SECTIONS. ALL COMPENSATION OUTLINED IN SECTIONS THREE AND FOUR OF THIS Operating Agreement ARE ENTIRELY SEPARATE AND INDEPENDENT OF ANY SALARY OR WAGE HE/SHE/THEY MAY RECEIVE AND/OR ANY AGENCY/COMMISSION AND/OR ANY OTHER TYPE OF COMPENSATORY AGREEMENT ANY COMPANY PARTNER, EMPLOYEE, CONTRACTOR OR ASSOCIATE MAY HAVE WITH WCID LLC IN ADDITION TO HIS/HER/THEIR EQUITY „STAKE‟ IN THE COMPANY AS DEFINED IN SECTIONS 3 AND 4 OF THIS OPERATING AGREEMENT FOR WEST COAST INVESTMENT & DEVELOPMENT LLC.

Net Proceeds from ALL non-professional-real-estate-service-related entrepreneurial operations of WCID LLC (including The Energy Club) shall be apportioned among ALL Founders, Partners, Employees, Independent Contractors and Associates of WCID LLC as follows: ALL Net Proceeds from non- professional-real-estate-service-related „Entrepreneurial Projects‟ of WCID LLC shall be divided amongst the TWO (2) Co-founders and ALL other net-profit interest sharing members of WCID LLC in the following manner:

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When an „Entrepreneurial Project‟ was invented independently by only ONE of the TWO (2) Co-Founders PRIOR TO having entered-into the oral commitment to Co-Found this company that occurred on or around Thursday, April 9th, 2009 and that concept/idea is later „taken on‟ and invested in as a „Project‟ by and for the benefit of WCID LLC and its owners ON OR AFTER 4-9-2009 (i.e. the following compensation breakdown applies ONLY to concepts created by either of the TWO Co-Founders independently of the other PRIOR TO the date of 4-9-2009):  60% of the Net Proceeds goes to the inventor of that concept/project/idea  15% of the Net Proceeds goes to EACH of the two Co-Founders of WCID LLC (30% in total) for PROMOTING/SELLING the concept/project/idea (15% to CEO & 15% to CIO); this means that the Co-Founder that invented the concept/project/idea receives 75% of the Net Proceeds and the OTHER Co-Founder that did NOT share in the original conceiving/inventing of the concept/project/idea receives 15% of the Net Proceeds  10% of the Net Proceeds goes into a „Floating Savings Account‟ OR „Dividend-Paying Security Portfolio‟ to be used for future asset acquisition OR as Dividend Check Pay-out Bonuses to ANY of WCID LLC’s Founders, Junior Partners, Employees and Independent Associates by merit at the sole discretion of Company Co-Founder/CEO Nick A. Jameson When an „Entrepreneurial Project‟ was or is invented independently by only ONE of the TWO (2) Co-Founders ON OR AFTER having entered-into the oral commitment to CoFound this company that occurred on or around Thursday, April 9th, 2009 and that concept/idea is later „taken on‟ and invested in as a „Project‟ by and for the benefit of WCID LLC and its owners ON OR AFTER 4-9-2009 (i.e. the following compensation breakdown applies ONLY to concepts created by either of the TWO Co-Founders independently of the other ON OR AFTER the date of 4-9-2009):  30% of the Net Proceeds goes to the inventor of that concept/project/idea  30% of the Net Proceeds goes to EACH of the two Co-Founders of WCID LLC (60% in total) for PROMOTING/SELLING the concept/project/idea (30% to CEO & 30% to CIO); this means that the Co-Founder that invented the concept/project/idea receives 60% of the Net Proceeds and the OTHER Co-Founder that did NOT share in the original conceiving/inventing of the concept/project/idea receives 30% of the Net Proceeds  10% of the Net Proceeds goes into a „Floating Savings Account‟ OR „Dividend-Paying Security Portfolio‟ to be used for future asset acquisition OR as Dividend Check Pay-out Bonuses to ANY of WCID LLC’s Founders, Junior Partners, Employees and Independent Associates by merit at the sole discretion of Company Co-Founder/CEO Nick A. Jameson When an „Entrepreneurial Project‟ is invented with input and ideas from BOTH of the TWO (2) Co-Founders (the CEO and the CIO as listed above) ON OR AFTER Thursday, April 9th, 2009 and that concept/idea is later „taken on‟ and invested in as a „Project‟ by and for the benefit of WCID LLC and its owners ON OR AFTER 4-9-2009:  45% of the Net Proceeds goes to EACH of the two Co-Founders of WCID LLC for INVENTING and PROMOTING/SELLING the concept/project/idea (45% each)  10% of the Net Proceeds goes into a „Floating Savings Account‟ OR „Dividend-Paying Security Portfolio‟ to be used for future asset acquisition OR as Dividend Check Pay-out Bonuses to ANY of WCID LLC’s Founders, Junior Partners, Employees and Independent Associates by merit at the sole discretion of Company Co-Founder/CEO Nick A. Jameson  NOTE: The Energy Club is the premiere „Entrepreneurial Project‟ of WCID LLC and falls under THIS CATEGORY (invented by BOTH of the Co-Founders of WCID LLC) When an „Entrepreneurial Project‟ was invented independently by ONLY one party among ANY of West Coast Investment & Development L.L.C.’s Primary Partners, Junior Partners, employees, independent contractors or associates OTHER THAN either of the TWO (2) CoFounders of WCID LLC PRIOR TO Thursday, April 9th, 2009 and that concept/idea is later „taken on‟ and invested in as a „Project‟ by and for the benefit of WCID LLC and its owners ON OR AFTER 4-9-2009 (i.e. the following compensation breakdown applies ONLY to concepts independently conceived of and initially developed by ANY one party having a professional working relationship with the company OTHER THAN either of the TWO CoFounders PRIOR TO the date of 4-9-2009):

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60% of the Net Proceeds goes to the inventor of that concept/project/idea 30% of the Net Proceeds are divided evenly amongst ALL Partners (Principal & Junior) that officially joined WCID LLC (by way of signing a copy of this Operating Agreement and/or any legally signed and authorized Addendum or Amendment of/to this Operating Agreement) ON OR BEFORE the date the idea/concept/project can be shown to have been invented (such as by the inventor saving a Word Doc or sending an email containing related intellectual property information on a verifiable date on or after the date of the idea and „Entrepreneurial Project‟s‟ original conception by inventor) 2.5% of the Net Proceeds goes to EACH of the two Co-Founders of WCID LLC (5% in total) for PROMOTING/SELLING the concept/project/idea (2.5% to CEO & 2.5% to CIO) 5% of the Net Proceeds goes into a „Floating Savings Account‟ OR „Dividend-Paying Security Portfolio‟ to be used for future asset acquisition OR as Dividend Check Pay-out Bonuses to ANY of WCID LLC’s Founders, Junior Partners, Employees and Independent Associates by merit at the sole discretion of Company Co-Founder/CEO Nick A. Jameson

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When an „Entrepreneurial Project‟ was or is invented independently by ONLY one party among ANY of West Coast Investment & Development L.L.C.’s Primary Partners, Junior Partners, employees, independent contractors or associates OTHER THAN either of the TWO (2) Co-Founders of WCID LLC ON OR AFTER Thursday, April 9th, 2009 and that concept/idea is later „taken on‟ and invested in as a „Project‟ by and for the benefit of WCID LLC and its owners ON OR AFTER 4-9-2009 (i.e. the following compensation breakdown applies ONLY to concepts independently conceived of and initially developed by ANY one party having a professional working relationship with the company OTHER THAN either of the TWO Co-Founders ON OR AFTER the date of 4-9-2009):  50% of the Net Proceeds goes to the inventor of that concept/project/idea  30% of the Net Proceeds are divided evenly amongst ALL Partners (Principal & Junior) that officially joined WCID LLC (by way of signing a copy of this Operating Agreement and/or any legally signed and authorized Addendum or Amendment of/to this Operating Agreement) ON OR BEFORE the date the idea/concept/project can be shown to have been invented (such as by the inventor saving a Word Doc or sending an email containing related intellectual property information on a verifiable date on or after the date of the idea and „Entrepreneurial Project‟s‟ original conception by inventor)  5% of the Net Proceeds goes to EACH of the two Co-Founders of WCID LLC (10% in total) for PROMOTING/SELLING the concept/project/idea (5% to CEO & 5% to CIO)  10% of the Net Proceeds goes into a „Floating Savings Account‟ OR „Dividend-Paying Security Portfolio‟ to be used for future asset acquisition OR as Dividend Check Pay-out Bonuses to ANY of WCID LLC’s Founders, Junior Partners, Employees and Independent Associates by merit at the sole discretion of Company Co-Founder/CEO Nick A. Jameson When an „Entrepreneurial Project‟ was or is invented by MORE than one party among ANY of West Coast Investment & Development L.L.C.’s Primary Partners, Junior Partners, employees, independent contractors or associates OTHER THAN either of the TWO (2) CoFounders of WCID LLC PRIOR TO April 9th, 2009 and that concept/idea is later „taken on‟ and invested in as a „Project‟ by and for the benefit of WCID LLC and its owners ON OR AFTER 4-9-2009 (i.e. the following compensation breakdown applies ONLY to concepts created any TWO or more parties with some professional relationship with the company OTHER THAN either of the TWO Co-Founders PRIOR TO the date of 4-9-2009):  65% of the Net Proceeds are divided evenly among ALL inventors of that concept/project/idea  20% of the Net Proceeds are divided evenly amongst ALL Partners (Principal & Junior) that officially joined WCID LLC (by way of signing a copy of this Operating Agreement and/or any legally signed and authorized Addendum or Amendment of/to this Operating Agreement) ON OR BEFORE the date the idea/concept/project can be shown to have been invented (such as by the inventor saving a Word Doc or sending an email containing related intellectual property information on a verifiable date on or after the date of the idea and „Entrepreneurial Project‟s‟ original conception by inventor)  5% of the Net Proceeds goes to EACH of the two Co-Founders of WCID LLC (10% in total) for PROMOTING/SELLING the concept/project/idea (5% to CEO & 5% to CIO)

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5% of the Net Proceeds goes into a „Floating Savings Account‟ OR „Dividend-Paying Security Portfolio‟ to be used for future asset acquisition OR as Dividend Check Pay-out Bonuses to ANY of WCID LLC’s Founders, Junior Partners, Employees and Independent Associates by merit at the sole discretion of Company Co-Founder/CEO Nick A. Jameson

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When an „Entrepreneurial Project‟ was or is invented by MORE than one party among ANY of West Coast Investment & Development L.L.C.’s Primary Partners, Junior Partners, employees, independent contractors or associates OTHER THAN either of the TWO (2) CoFounders of WCID LLC ON OR AFTER Thursday, April 9th, 2009 and that concept/idea is later „taken on‟ and invested in as a „Project‟ by and for the benefit of WCID LLC and its owners ON OR AFTER 4-9-2009 (i.e. the following compensation breakdown applies ONLY to concepts created any TWO or more parties with some professional relationship with the company OTHER THAN either of the TWO Co-Founders ON OR AFTER the date of 4-9-2009):  50% of the Net Proceeds are divided evenly among ALL inventors of that concept/project/idea  30% of the Net Proceeds are divided evenly amongst ALL Partners (Principal & Junior) that officially joined WCID LLC (by way of signing a copy of this Operating Agreement and/or any legally signed and authorized Addendum or Amendment of/to this Operating Agreement) ON OR BEFORE the date the idea/concept/project can be shown to have been invented (such as by the inventor saving a Word Doc or sending an email containing related intellectual property information on a verifiable date on or after the date of the idea and „Entrepreneurial Project‟s‟ original conception by inventor)  5% of the Net Proceeds goes to EACH of the two Co-Founders of WCID LLC (10% in total) for PROMOTING/SELLING the concept/project/idea (5% to CEO & 5% to CIO)  10% of the Net Proceeds goes into a „Floating Savings Account‟ OR „Dividend-Paying Security Portfolio‟ to be used for future asset acquisition OR as Dividend Check Pay-out Bonuses to ANY of WCID LLC’s Founders, Junior Partners, Employees and Independent Associates by merit at the sole discretion of Company Co-Founder/CEO Nick A. Jameson When an „Entrepreneurial Project‟ was or is invented by MORE than one party among ANY of West Coast Investment & Development L.L.C.’s Primary Partners, Junior Partners, employees, independent contractors or associates INCLUDING either of the TWO (2) CoFounders of WCID LLC PRIOR TO Thursday, April 9th, 2009 and that concept/idea is later „taken on‟ and invested in as a „Project‟ by and for the benefit of WCID LLC and its owners ON OR AFTER 4-9-2009 (i.e. the following compensation breakdown applies ONLY to concepts created any TWO or more parties with some professional relationship with the company INCLUDING either of the TWO Co-Founders PRIOR TO the date of 4-9-2009):  70% of the Net Proceeds are divided evenly among ALL inventors of that concept/project/idea  20% of the Net Proceeds are divided evenly amongst ALL Partners (Principal & Junior) that officially joined WCID LLC (by way of signing a copy of this Operating Agreement and/or any legally signed and authorized Addendum or Amendment of/to this Operating Agreement) ON OR BEFORE the date the idea/concept/project can be shown to have been invented (such as by the inventor saving a Word Doc or sending an email containing related intellectual property information on a verifiable date on or after the date of the idea and „Entrepreneurial Project‟s‟ original conception by inventor)  2.5% of the Net Proceeds goes to EACH of the two Co-Founders of WCID LLC (5% in total) for PROMOTING/SELLING the concept/project/idea (2.5% to CEO & 2.5% to CIO)  5% of the Net Proceeds goes into a „Floating Savings Account‟ OR „Dividend-Paying Security Portfolio‟ to be used for future asset acquisition OR as Dividend Check Pay-out Bonuses to ANY of WCID LLC’s Founders, Junior Partners, Employees and Independent Associates by merit at the sole discretion of Company Co-Founder/CEO Nick A. Jameson When an „Entrepreneurial Project‟ was or is invented by MORE than one party among ANY of West Coast Investment & Development L.L.C.’s Primary Partners, Junior Partners, employees, independent contractors or associates INCLUDING either of the TWO (2) CoFounders of WCID LLC ON OR AFTER Thursday, April 9th, 2009 and that concept/idea is later „taken on‟ and invested in as a „Project‟ by and for the benefit of WCID LLC and its

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owners ON OR AFTER 4-9-2009 (i.e. the following compensation breakdown applies ONLY to concepts created any TWO or more parties with some professional relationship with the company INCLUDING either of the TWO Co-Founders ON OR AFTER the date of 4-9-09):  55% of the Net Proceeds are divided evenly among ALL inventors of that concept/project/idea  30% of the Net Proceeds are divided evenly amongst ALL Partners (Principal & Junior) that officially joined WCID LLC (by way of signing a copy of this Operating Agreement and/or any legally signed and authorized Addendum or Amendment of/to this Operating Agreement) ON OR BEFORE the date the idea/concept/project can be shown to have been invented (such as by the inventor saving a Word Doc or sending an email containing related intellectual property information on a verifiable date on or after the date of the idea and „Entrepreneurial Project‟s‟ original conception by inventor)  5% of the Net Proceeds goes to EACH of the two Co-Founders of WCID LLC (10% in total) for PROMOTING/SELLING the concept/project/idea (5% to CEO & 5% to CIO)  5% of the Net Proceeds goes into a „Floating Savings Account‟ OR „Dividend-Paying Security Portfolio‟ to be used for future asset acquisition OR as Dividend Check Pay-out Bonuses to ANY of WCID LLC’s Founders, Junior Partners, Employees and Independent Associates by merit at the sole discretion of Company Co-Founder/CEO Nick A. Jameson

SECTION FOUR: ENTITLEMENT TO ‘REAL ESTATE RELATED BUSINESS’ COMPENSATION

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ALL Net Proceeds from the providing of professional Real Estate Sales, Mortgage and/or ANY other real property related service for WCID LLC shall be apportioned among the two (2) Co-Founders, ALL Junior Partners and ALL other current and future licensed real estate salespersons and brokers and unlicensed employees, independent contractors and associates working under Broker of Record WCID LLC and Primary Broker Nick A. Jameson as follows: o When Primary Broker and Co-Founder of WCID LLC (Nick A. Jameson) is unambiguously the ONLY „originator‟ or procuring cause (first to make contact and/or „sign the client‟) of a revenueproducing client in the course of providing ANY real estate sales or real estate related professional service on behalf of WCID LLC, 90% of the Net Proceeds goes to the Primary Broker and CoFounder of WCID LLC (Nick A. Jameson) and 10% of the Net Proceeds goes to Sales Agent and the other Co-Founder of WCID LLC (Fernando R. Miñòn) When Sales Agent and Co-Founder of WCID LLC (Fernando R. Miñòn) is unambiguously the ONLY originator or procuring cause (first to make contact and/or „sign the client‟) of a revenueproducing client in the course of providing ANY real estate sales or real estate related professional service on behalf of WCID LLC, 70% of the Net Proceeds goes to Sales Agent and Co-Founder of WCID LLC Fernando R. Miñòn and 30% of the Net Proceeds goes to the Primary Broker and the other Co-Founder of WCID LLC (Nick A. Jameson) until such time as Fernando R. Miñòn attains his California Real Estate Broker‟s License, at which time he will receive 90% of the Net Proceeds when he is the ONLY originator in ANY real estate related service rendered to a client and Nick A. Jameson will receive 10% [the same deal the current (4/20/09) sole licensed company real estate broker receives] When the Primary Broker and Co-Founder Nick A. Jameson and Sales Agent and Co-Founder Fernando R. Miñòn are BOTH procuring causes in ANY real estate related professional service(s) rendered to a client on behalf of WCID LLC, Net Proceeds are split evenly: 50% for EACH CoOwner (50% for Nick A. Jameson and 50% for Fernando R. Miñòn) When ANY California licensed real estate professional (salesperson or broker) or any other unlicensed real estate services related employee, independent contractor or associate of the company OTHER THAN either of the TWO (2) Co-Founders working under Broker of Record WCID LLC and Co-Founder and Primary Broker Nick A. Jameson is the ONLY „originator‟ or procuring cause of a revenue-producing client in the course of providing ANY real estate sales or real estate related professional service on behalf of WCID LLC, 60% of the Net Proceeds goes to

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that revenue-producing-client-originating licensed or unlicensed real estate professional (he or she who is the ONLY „procuring cause‟ in such a case), 30% goes to the Primary Broker and CoFounder (Nick A. Jameson) and 10% goes to Co-Founder Fernando R. Miñòn until such time as that licensed or unlicensed real estate services related professional (the party other than either of the TWO Co-Founders) brings in $55,000 in Gross Real Property Sales Commissions and/or ANY other professional real estate service related revenue (BEFORE the split between the company and the licensed or unlicensed real estate related service professional) to West Coast Investment & Development L.L.C. in that licensed or unlicensed real estate related service professional‟s current „calendar year (based upon the date their employment/partnership, independent contract or association with WCID LLC first officially began with the signing of this Operating Agreement OR any Addendum or Amendment to this Operating Agreement OR an Agency/Commission Split Agreement with the Primary Broker)‟, at which point…  …he or she (the related licensed or unlicensed real estate related service professional OTHER THAN either of the TWO Co-Founders of WCID LLC) receives 80% of the Net Proceeds from the providing of ANY professional real estate related services beyond the $55,000 mark in Gross Real Property Sales Commissions and/or ANY other professional real estate service related revenue (BEFORE the split between the company and the sales representative) brought-in to West Coast Investment & Development L.L.C. by that licensed or unlicensed real estate related service professional of procuring cause in his/her/their current „calendar year (based upon the date their employment/partnership or association with WCID LLC first officially began with the signing of this Operating Agreement OR any Addendum or Amendment to this Operating Agreement OR an Agency/Commission Split Agreement with the Primary Broker),‟ 15% goes to the Primary Broker and Co-Founder (Nick A. Jameson) and 5% goes to the other WCID LLC CoFounder: Fernando R. Miñòn  Upon reaching $75,000 in Gross Real Property Sales Commissions and/or ANY other professional real estate service related revenue (BEFORE the split between the company and the sales representative) brought-in to West Coast Investment & Development L.L.C. by that licensed or unlicensed real estate related service professional of procuring cause in his/her/their current „calendar year (based upon the date their employment/partnership or association with WCID LLC first officially began with the signing of this Operating Agreement OR any Addendum or Amendment to this Operating Agreement OR an Agency/Commission Split Agreement with the Primary Broker),‟ 90% of the Net Proceeds goes to the related licensed or unlicensed real estate related service professional OTHER THAN either of the TWO Co-Founders of WCID LLC for the providing of ANY other professional real estate related services beyond the $75,000 mark in Gross Real Property Sales Commissions and/or ANY other professional real estate service related revenue brought-in to West Coast Investment & Development L.L.C. by that licensed or unlicensed real estate related service professional of procuring cause in his/her/their current „calendar year (based upon the date their employment/partnership or association with WCID LLC first officially began with the signing of this Operating Agreement OR any Addendum or Amendment to this Operating Agreement),‟ 7% goes to the Broker of Record and Co-Founder (Nick A. Jameson) and 3% goes to the other WCID LLC CoFounder: F. R. Miñòn 

Upon reaching $100,000 in Gross Real Property Sales Commissions and/or ANY other professional real estate service related revenue (BEFORE the split between the company and the sales representative) brought-in to West Coast Investment & Development L.L.C. by that licensed or unlicensed real estate related service professional of procuring cause in his/her/their current „calendar year (based upon the date their employment/partnership or association with WCID LLC first officially began with the signing of this Operating Agreement OR any Addendum or Amendment to this Operating Agreement OR an Agency/Commission Split Agreement with the Primary Broker),‟ 97% of the Net Proceeds goes to the related licensed or unlicensed real estate related service professional OTHER THAN either of the TWO Co-Founders of WCID LLC for the providing of ANY professional real estate related services beyond the $100,000 mark in Gross Real Property Sales Commissions and/or ANY other professional real estate service related revenue brought-in to West Coast Investment & Development L.L.C. by that that licensed or unlicensed real estate related service professional of procuring cause in his/her/their

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current „calendar year (based upon the date their employment/partnership or association with WCID LLC first officially began with the signing of this Operating Agreement OR any Addendum or Amendment to this Operating Agreement),‟ 2% goes to the Broker of Record and Co-Founder (Nick A. Jameson) and 1% goes to the other WCID LLC CoFounder: F. R. Miñòn

SECTION FIVE: CONTRIBUTIONS TO CAPITAL BASE OF OPERATIONS
(AND: RELATED COMPENSATION ENTITLEMENTS PER THIS PROVISION OF THIS AGREEMENT)

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Per the terms of this Operating Agreement for West Coast Investment & Development L.L.C., and per the definition of “Net Proceeds” IN REGARDS TO THE PRECISE DEFINITION OF “Net Proceeds” AS IT APPLIES TO THIS AGREEMENT (see definition of “Net Proceeds” in SECTION NINE of this doc.), ANY financial or capital contributions (ANY contributions of monetary value OTHER THAN services rendered in the course of company business; business services related compensation is addressed in SECTIONS THREE and FOUR of this Operating Agreement) made to West Coast Investment & Development L.L.C. by ANY creditor/lender of/to the company, whether officially a member of the company OR NOT, shall have ALL said „lent‟ and/or „invested‟ funds/capital repaid IN FULL WITH INTEREST of AT LEAST 7% APR to ANY said creditor/lender to the company‟s capital structure BEFORE ANY monetary proceeds are paid to ANY other individual(s)/party/parties for ANY reason whatsoever. In addition: o ANY UNOFFICIAL member of („3rd Party to‟) the company that lends and/or invests funds and/or ANY non-normal course of company‟s business services related funds and/or ANY other capital of value with a PRESENT (at the time of the investment/lending) MARKET VALUE of AT LEAST $10,000 into the company‟s operations per the description in this section are AUTOMATICALLY considered „Junior Partner(s)‟ of WCID LLC per the terms of this Operating Agreement FOR THE LIFE OF THE COMPANY (i.e. up until its official cancellation and dissolution with/through the CA Secretary of State‟s Office); such „3rd Party‟ creditors and/or investors made Junior Partners in WCID LLC by means of this provision of this Operating Agreement will NOT be held liable for ANY company losses that may or may not be related to the business operations financially supported by said investor(s) and/or creditor(s) in/of WCID LLC (see SECTIONS SIX and NINE for related information on the difference between a Junior and a Principal Partner in WCID LLC per the descriptions of said Partnerships in this Agreement) o ANY OFFICIAL member of the company (ANYONE having signed ANY work responsibility and compensation related agreement with WCID LLC including but not limited to this Operating Agreement) that lends and/or invests funds and/or ANY other capital of value with a PRESENT (i.e.: at the time of the investment/lending) MARKET VALUE of AT LEAST $5,000 (other than services rendered in the course of company business by the subject official member of the company) into the company‟s operations per the description in this section are AUTOMATICALLY entitled to the compensatory equivalent of a [or „another,‟ if subject party is already a Junior Partner in the company; in which case the subject party would now be entitled to a TWO times (multiplied by 2) Junior Partnership share] Junior Partnership share in the company per the terms of compensation spelled-out in SECTIONS THREE and FOUR of this Operating Agreement IN ADDITION TO any compensation they already receive for their services to the company per ANY agreement signed with the company (including ANY Agency or CommissionSplit Agreement) UNTIL SUCH TIME as the TOTAL amount lent and/or invested by the subject party of company membership is repaid to him/her/them IN FULL PLUS 7% APR INTEREST

SECTION SIX: ALLOCATION OF LOSSES AND THE ‘TIGHT FINANCES’ PROVISION ANY losses incurred by the company in the course of ANY business matter APPROVED by West Coast Investment & Development L.L.C. CEO and Co-Founder Nick A. Jameson are the SOLE RESPONSIBILITY of the TWO (2) Co-Founders of the company AND any other Principal Partners of WCID LLC JOINTLY AND EVENLY [i.e. ANY “losses” are to be evenly split and paid by ALL Principal Partners of the company if and when said losses occur UNLESS said losses were the undeniable result of ANY ONE (1) PARTY of company membership acting in outright negligence and/or deceit and/or in any way unlawful and/or in violation of this or ANY OTHER contractual agreement signed-into by said party]

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West Coast Investment & Development L.L.C. is similar in its operating structure in that Junior Partners of the company shall NOT be held liable for any losses the company that may incur If the company finds itself in uncomfortably „tight‟ financial circumstances per the determination of company CEO and Co-Founder Nick A. Jameson, he has the EXCLUSIVE right to offer ANY party willing to lend to or invest into the company ANY percentage piece/share of ANY compensation to which the CEO is exclusively entitled AND/OR to ANY percentage piece/share of ANY compensation to which the CEO AND CIO (BOTH of the TWO Co-Founders) share-in EVENLY per the exact language of this Operating Agreement in the CEO‟s effort to rescue or shield the company from their financial instability Along parallel lines with the above provision, the OTHER Co-Founder and the CIO of WCID LLC has the EXCLUSIVE right to offer ANY party willing to lend to or invest into the company ANY percentage piece/share of ANY compensation to which he (Principal Partner, CIO and Co-Founder #2 of 2) is exclusively entitled per the language of this Operating Agreement (especially SECTIONS THREE and FOUR)

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(AND THE DEFINITION OF THE COMPANY CALENDAR YEAR PER THIS AGREEMENT AND ‘THE RIGHT TO FIRE/RELEASE PROVISION’)

SECTION SEVEN: MEETINGS AND RELATED ACCOUNTABILITY OF COMPANY MEMBERS -

At the MINIMUM, ALL Partners, Principal AND Junior, are required to be in attendance at the same physical location (address) at the same precise time for NO LESS THAN SIXTY (60) minutes NO LESS THAN FOUR (4) times per calendar year to discuss ANY matter(s) at ANY WAY relating to the business and/or interests of the company and/or of concern to ANY of the company‟s Partners and/or anyone else the company‟s Co-Founders and/or Principal Partners may appoint to help lead and/or speak at said QUARTERLY MEETINGS. ANY company Partner(s) failing to attend any TWO (2) of these QUARTERLY MEETINGS for the full hour (60 minutes) in any ONE (1) calendar year [per their name not being signed-into an attendance document BOTH before AND after (2 signatures required) the elapsing of the required time as will be required to be prepared beforehand and utilized at such meetings by the leader(s) of that meeting as designated by FIRST either of the Co-Founders AND/OR by a MAJORITY of the company‟s Principal Partners] are therein automatically to be placed “ON WARNING” per this provision of this Operating Agreement [i.e. the offending Partner(s) are NOT required to be notified by ANYONE nor is ANY other protocol or communication required in order for the offending Partner(s) to OFFICIALLY/LAWFULLY be considered to be on the formal “ON WARNING” list that should, though is NOT required to be, kept by one or more Principal Partner(s) of/in WCID LLC]. IF that/those negligent/non-attending company partner(s) then fails to arrive and stay for the full required time at ANY meeting (i.e. NOT just ANY of the Quarterly Meetings, but ANY meeting set-up and implemented under the requisites of this SECTION of this Operating Agreement) called by ANY company Partner(s) in the 180 DAYS following the end of the SECOND missed QUARTERLY meeting that placed that/those Partner(s) “ON WARNING,” said party/parties may officially be found to be in violation of the DISSATISFACTION AND NON-COMPLIANCE OF RESPONSIBILITY provision of this Operating Agreement by ANY Principal Partner in the company, at which point the offending/non-attending/negligent Partner is considered to be proven non-compliant in his/her/their responsibilities to the company for which they receive their net-profit sharing percentage of the company‟s “Net Proceeds” [for ANY and ALL specific „Entrepreneurial Project(s)‟ and/or sections/divisions of the company in which the subject Partner(s) is/are professionally involved] and can therefore, at ANY TIME thereafter, be forced to sell his/her/their ownership stake/interest in West Coast Investment & Development L.L.C. under the final voting act of the REQUIREMENTS OF OWNERSHIP INTEREST SALE provision ONLY [The 3 for 3 sub-provision i.e.: this provision of SECTION SEVEN of this Operating Agreement binds all company members in agreement of this 3 for 3 sub-provision hereby establishing in this mutual agreement of WCID LLC members that the three (3) month time to „correct behavior‟ of the related/subject DISSATISFACTION AND NONCOMPLIANCE OF RESPONSIBILITY provision of this Operating Agreement does NOT apply in this case of „multiple missed compulsory meetings‟ because the three (3) missed meetings violation is itself considered grounds enough to satisfy the three (3) month requirement of the REQUIREMENTS OF OWNERSHIP INTEREST SALE provision of this Operating Agreement and thus are hereby agreed to be evidence enough of the offending Partner‟s lack of commitment to the company and LACK OF MERIT in his/her/their hereby forestalled unjustified receipt of ANY further/continued net profit-sharing

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compensation the subject party receives for his/her/their services and ideas per his/her/their „in good and continually proven committed standing ONLY‟ per this sub-provision AND the subject party‟s compensation entitlement(s) under SECTIONS THREE and FOUR of this Operating Agreement], whereby the offending company Partner(s) can be forced to sell ANY AND ALL of his/her/their interest in the netprofit sharing of the company‟s normal business operations [„side-ventures‟ of company members in/with establishments NOT owned by but potentially affiliated with WCID LLC are NOT restricted SO LONG AS those ventures do NOT disrupt, interfere with or in any other way compromise or create a professional division related conflict of interest between said company member(s) and the company to which he/she/they pledge their honesty and loyalty under the terms of this Operating Agreement: West Coast Investment & Development L.L.C.] upon the agreement, the signing of a DISSATISFACTION AND NON-COMPLIANCE OF RESPONSIBILITY company form [created by ONE (1) or more AND approved by a MAJORITY of the company‟s Principal Partners] AND the votes of the following company members: (A) BOTH of the TWO (2) Co-Founders of West Coast Investment & Development L.L.C. (B) AT LEAST ONE of the TWO (2) Co-Founders of West Coast Investment & Development L.L.C. AND a MAJORITY (MORE THAN 50%) of ALL Principal Partners EITHER of the TWO (2) Co-Founders of the company (NAJ and/or FRM) have the right to call a meeting either jointly OR individually at which ANY AND ALL company Partners (Principal AND Junior) of his or their choosing (he/they may call upon ANY and ALL local company Partners primarily residing within 90 minutes drive from the meet location) are required to be in attendance at the same physical location (address) at the same precise time for NO LESS THAN FORTY-FIVE (45) minutes if desired by the organizing Co-Founder(s) to discuss ANY matter(s) at ANY WAY relating to the business and/or interests of the company and/or of concern to ANY of the company‟s Partners and/or anyone else the company‟s Co-Founders and/or Principal Partners may appoint to help lead and/or speak at said compulsory meeting(s) so long as that/those Co-Founder(s) adhere(s) to the following procedural requirements when scheduling and arranging the subject meeting: o He/she/they MUST make contact, either in person, via telephone/vidphone or via email (email contact confirmed upon emailed response from recipient), with ANY AND ALL company Partner(s) he/she/they wish to meet with at the same time and place AT LEAST one calendar week (168 hours) PRIOR TO the day and time at which he/they wish to schedule the meeting for AND they MUST inform said company Partner(s) they wish and/or are required to attend of the date, time and location of said meeting-to-come He/she/they MUST make sure that the meeting in no way necessitates greater expense upon the company or excessive time requirements for the meeting‟s participants by way of, as examples only, having the place of meeting be more than THIRTY (30) MINUTES average drive time from the company office where those being called to the meeting usually work or by planning the meeting at an inconvenient „middle of a busy workday‟ or „after normal work hours,‟ again, only as examples of such „inconvenient times/hours,‟ unless the Co-Founder(s) that are calling for and arranging the subject meeting are WILLING AND ABLE to pay ANY excess expense above and beyond a meeting held in an “open to the public” place/area OR a meeting in the company office(s) local to the Partner(s) required to attend said meeting AND so long as any meeting requiring „after-work-hours (hours other than 9am-6pm Standard local time Monday through Friday)‟ commitments are FIRST approved by ALL company Partners being called into and/or required to attend the meeting by the Principal Partner(s) responsible for calling for and initiating said meeting He/they may schedule NO MORE THAN TWELVE (12) such mandatory FORTY-FIVE (45) minute meetings BETWEEN THE TWO OF THEM per EACH of the company‟s INDEPENDENT full calendar years (12 full months in succession), with EACH AND EVERY new business year for the company officially starting on the annual anniversary of the official COMPANY LAUNCH DATE, determined under this provision of this Operating Agreement to be the date of the company‟s FIRST REVNUE from the course of normal business operations for the company as described in this Operating Agreement, regardless of the dollar-value of said FIRST REVENUE [i.e. an avg. of NO MORE THAN SIX (6) EACH per calendar year is permitted under this provision]; NO INDIVIDUAL Co-Owner (neither Co-Owner by himself without the permission of the other) may call for MORE THAN NINE (9) of said meetings in ANY ONE of these FIRST-REVENUE-BASED INDEPENDENT full calendar years (12 full months in a row)

o

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o

ANY company Partner(s) failing to attend any THREE (3) of these compulsory meetings called by one or both of the Co-Founder(s) per the terms of this provision for the full FORTY-FIVE (45) MINUTES in any ONE (1) calendar [per their name not being signed-into an attendance document BOTH before AND after (2 signatures required) the elapsing of the required time as will be required to be prepared beforehand and utilized at such meetings by the leader(s) of that meeting as designated by FIRST either of the Co-Founders AND/OR by a MAJORITY of the company‟s Principal Partners] are therein automatically to be placed “ON WARNING” per the previous/first provision of this SECTION (SEVEN) of this Operating Agreement [i.e. the offending Partner(s) are NOT required to be notified by ANYONE nor is ANY other protocol or communication required in order for the offending Partner(s) to OFFICIALLY/LAWFULLY be considered to be on the formal “ON WARNING” list that should, though is NOT required to be, kept by one or more Principal Partner(s) of/in WCID LLC]; refer to said previous/first provision of this (7th) SECTION for how the thenceforth officially “ON WARNING” company Partner(s) are to be treated
(based on following the related directions from the previous/first provision of this SECTION SEVEN of this Operating Agreement)

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ANY Principal Partner(s) in the company OTHER THAN EITHER of the Co-Founders of WCID LLC has the right to call a meeting at which ANY AND ALL company Partner(s) (Principal AND/OR Junior) of his/her/their choosing (he/she/they may call upon ANY and ALL local company Partners primarily residing within 90 minutes drive from the meet location) are required to be in attendance at the same physical location (address) at the same precise time for NO LESS THAN THIRTY (30) minutes if desired by the organizing Principal Partner(s) to discuss ANY matter(s) at ANY WAY relating to the business and/or interests of the company and/or of concern to ANY of the company‟s Partners and/or anyone else the company‟s Co-Founders and/or Principal Partners may appoint to help lead and/or speak at said compulsory meetings so long as that/those Principal Partner(s) adhere(s) to the following procedural requirements when scheduling and arranging the subject meeting: o He/she/they MUST get oral permission from BOTH Co-Founders of the company to hold the meeting AFTER determining when and where the meeting is to take place and informing BOTH Co-Founders of said schedule AT LEAST NINE (9) days (216 hours) PRIOR TO the day and time at which he/they wish to schedule the meeting for AND they MUST inform said company Partner(s) they wish and/or are required to attend of the date, time and location of said meeting-to-come He/she/they MUST make contact, either in person, via telephone/vidphone or via email (email contact confirmed upon emailed response from recipient), with ANY AND ALL company Partner(s) he/she/they wish to meet with at the same place and time AT LEAST one calendar week (7 full days) PRIOR TO the day and time at which he/she/they wish to schedule the meeting for and inform said company Partner(s) of the date, time and location of the subject meeting He/she/they MUST make sure that the meeting in no way necessitates greater expense upon the company or excessive time requirements for the meeting‟s participants by way of, as examples only, having the place of meeting be more than THIRTY (30) MINUTES average drive time from the company office where those being called to the meeting usually work or by planning the meeting at an inconvenient „middle of a busy workday‟ or „after normal work hours,‟ again, only as examples of such „inconvenient times/hours,‟ unless the Principal Partner(s) that are calling for and arranging the subject meeting are WILLING AND ABLE to pay ANY excess expense above and beyond a meeting held in an “open to the public” place/area OR a meeting in the company office(s) local to the Partner(s) required to attend said meeting AND/OR unless the CEO decides to pay for the meeting with company proceeds as announced in advance [OR split/share-in the related meeting expenses with the planning Partner(s)] AND so long as any meeting requiring „after-work-hours (hours other than 9am-6pm Standard local time Monday through Friday)‟ commitments are FIRST approved by ALL company Partners being called into and/or required to attend the meeting by the Principal Partner(s) responsible for calling for and initiating said meeting He/she/they may schedule NO MORE THAN TWELVE (12) such mandatory THIRTY (30) minute meetings BETWEEN ALL Principal Partner(s) calling for an organizing such compulsory meetings per EACH of the company‟s INDEPENDENT full calendar years (12 full months in succession), with EACH AND EVERY new business year for the company officially starting on the annual anniversary of the official COMPANY LAUNCH DATE, determined under this provision of this Operating Agreement to be the date of the company‟s FIRST REVNUE from the course of normal business operations for the company as described in this Operating Agreement, regardless of the dollar-value of said FIRST REVENUE; NO INDIVIDUAL Partner may call for

o

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MORE THAN FIVE (5) of said meetings in ANY ONE of these FIRST-REVENUE-BASED INDEPENDENT full calendar years (12 full months in succession) ANY company Partner(s) failing to attend any FOUR (4) of these compulsory meetings called by ANY of the company‟s Primary Partners per the terms of this provision for the full THIRTY (30) MINUTES in any ONE (1) calendar [per their name not being signed-into an attendance document BOTH before AND after (2 signatures required) the elapsing of the required time as will be required to be prepared beforehand and utilized at such meetings by the leader(s) of that meeting as designated by FIRST either of the Co-Founders AND/OR by a MAJORITY of the company‟s Principal Partners] are therein automatically to be placed “ON WARNING” per the previous/first provision of this SECTION (SEVEN) of this Operating Agreement [i.e. the offending Partner(s) are NOT required to be notified by ANYONE nor is ANY other protocol or communication required in order for the offending Partner(s) to OFFICIALLY/LAWFULLY be considered to be on the formal “ON WARNING” list that should, though is NOT required to be, kept by one or more Principal Partner(s) of/in WCID LLC]; refer to said previous/first provision of this (7th) SECTION for how the thenceforth officially “ON WARNING” company Partner(s) are to be treated
(based on following the related directions from the previous/first provision of this SECTION SEVEN of this Operating Agreement)

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Requests for meetings with ANY members of the company may be communicated to company members at ANY time by ANY party with ANY professional relationship with West Coast Investment & Development L.L.C., to which the associated professional(s) making the request have the right under this provision to receive a response by AT LEAST ONE (1) company member within a reasonable amount of time (usually within 24-72 hours of leaving the related/connected message and/or from having sent and had received the related email) so long as said request is reasonable AND can be confirmed to have been fully communicated (sent through AND received) 72 OR MORE hours before; failure of the company to comply with this provision shall result in the offended professional party/parties receiving meal accommodations at the venue of their choosing costing the company member(s) [he/she/they determined to be “most at fault” - such as in the case, for example, where the company has hired someone(s) for whom the task is assigned to promptly communicate back to all parties having communicated with WCID LLC within a reasonable amount of time based on his/her/their call and email inbox volume per related party assigned said responsibilities as described and signed into mutual agreement in this Operating Agreement AND/OR ANY other legally entered-into Agreement between the company and related party/parties for the subject call-back negligence based exclusively on the determination of the CEO of the company at the time of proven fault] no more than FIFTEEN ($15) PER OFFENDED PARTY with BOTH a proven/confirmable professional relationship with West Coast Investment & Development L.L.C. AND proof of having been „unprofessionally ignored‟ under the terms of this provision of this Operating Agreement; this provision is meant to „keep the company honest‟ and to demonstrate to ALL professionals officially or unofficially connected to WCID LLC that equality of consideration is a paramount operating principal to which West Coast Investment & Development L.L.C. will ALWAYS be ethically committed

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Requests for meetings with ANY members of the company may be communicated to company members at ANY time by ANY person with ANY interest in speaking with ANY member of West Coast Investment & Development L.L.C., to which those/that party/parties making said request should receive a communication back from some member of the company usually within 12-72 of leaving the related/connected message (and/or from having sent and had received the related email); those parties that feel they are being ignored and/or are not being given their due respect are encouraged under this provision to contact the company CIO and social network professional at minonf@westcoastinvestments.com or by calling (707) 758 - 6557
FIRING, RELEASING AND QUITTING NON-PARTNER COMPANY MEMBERS: Non-Partner-based

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employees, contractors and/or affiliates of/with West Coast Investment & Development L.L.C. are hereby considered to be “employed AND working AT WILL;” WCID LLC and its chief officers and/or a MAJORITY of its Principal Partners reserve the right per this provision to fire or release ANY company employee, independent contractor or associate for arriving tardy, using unprofessional behavior or failing to arrive at all to a meeting known to have been scheduled by the tardy/unprofessional/missing-in-action employee, contractor and/or associate in advance of the meeting unless said party‟s absence/tardiness and/or lack of professional behavior can be explained by some „emergency circumstance(s)‟ and/or he/she/they were given permission by (a) Principal Partner(s) and/or other „company superior(s)‟ to miss the subject meeting PRIOR TO the scheduled start of the subject meeting the tardy/absent NON-PARTNER company member knew had been scheduled a reasonable amount of time before the subject meeting had been originally known by the subject party to have been scheduled; ANY action/behavior deemed to be unprofessional/dishonest/disloyal by the company CEO is grounds to release the subject „Non-Partner‟ member of the company under this provision of this Agreement

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SECTION EIGHT: ADDITIONAL RIGHTS, OBLIGATIONS AND POWERS OF COMPANY MEMBERS
(INCLUDING THE VOTING RIGHTS, SPENDING POWERS/LIMITS AND DECISION-MAKING RIGHTS OF CO. PARTNERS)

(1) MEDIATION OF DISAGREEMENTS AND DISPUTES BETWEEN COMPANY MEMBERS: ANY disagreements or disputes between ANY members of the company shall be attempted to be resolved using an unbiased (read: uninvolved AND NOT financially interested in ANY way) mediator agreeable to ALL parties involved in the disagreement/dispute BEFORE any legal action is taken by ANY of the angered, frustrated or otherwise dissatisfied parties involved in the subject disagreement/dispute. (2) DISSATISFACTION AND NON-COMPLIANCE OF RESPONSIBILITY AND FORCED ENTITLEMENT CHANGE: If ANY company Partner, including either of the TWO (2) Co-Founders of WCID LLC, feels that ANY other company Partner is NOT keeping up his/her/their „end of the bargain (of the responsibilities related to their specific positions AND/OR because of their poor work ethic or efficacy in general)‟ AND at least one UNBIASED mediated session of attempted conciliation has already taken place per provision (1) of this SECTION above, he/she/they has/have the right per this provision of this Operating Agreement to warn that/those unproductive Partner(s) of his/her/their offense against the company and its interests in his/her/their slacking effort and/or lack of demonstrated commitment and follow-through [in terms of the subject party‟s NOT applying/committing themselves to the business objectives and interests of the company AND/OR to the (hereby to be held accountable for) responsibilities of their respective agreed to and stated/written role(s) in the pursuit of said objectives and interests for the benefit of the company and ALL of its members per their agreeing to and signing/ratifying this Operating Agreement] in a certified letter signed by the one or more concerned company Partners (Principal and/or Junior) officially making the demand for either an increase in work time, energy and performance by that company Partner OR the surrender of that Partner‟s ownership/equity (net-profit-sharing) stake in the CA Limited Liability Company. This signed letter must be sent via certified mail to the subject „offending/uncommitted‟ company Partner‟s current recorded residential address as required to be filed with the company in order for said certified-mailed letter to officially have any legal bearing on that subject „offending/uncommitted‟ Partner. Upon receipt of said letter, the subject Partner of the company (that has officially had his/her/their commitment, work ethic, professional conduct and/or loyalty to the company called into question by way of the letter) has one-quarter year (3 months) to either show significant improvement in legitimate effort OR, under the REQUIREMENTS OF OWNERSHIP INTEREST SALE provision‟s FORCED ENTITLEMENT CHANGE of this Operating Agreement (see below), he/she/they MUST sell, trade, „quitclaim‟ or otherwise formally give-up/abandon their interest(s) in the company over to ANY and ALL other company Partners that may have an interest in attaining the sold, traded, quitclaimed or otherwise abandoned/forfeited equity (net-profit-sharing entitlement) of the offending/Agreement-violating and/or „formally exiting/leaving the company‟ Partner(s), starting with the Principal Partners [see the next provision below (REQUIREMENTS OF OWNERSHIP INTEREST SALE INCLUDING FORCED ENTITLEMENT CHANGE) for complete details on these procedures]. This three month (one-quarter year) time limit on improvement in work effort/production OR the hereby (and „#3 below by‟) legally-enforceable FORCED sale/trade/quitclaim/forfeiture of ownership interest in the company can be enforced upon the subject offending/uncommitted/lazy Partner ONLY if the concerned company Partner(s) calling for his/her/their removal can produce some reasonable AND reliable evidence that said „accused of offending‟ company Partner(s) being accused of not following-through on his/her/their commitment (or similar offense and/or violation of this Operating Agreement) to the company in exchange for his/her/their relative level of compensation FOR their hard work and talent have NOT performed the duties and responsibilities required of their position in WCID LLC for which they earn and receive their net-profitsharing stake in WCID LLC AND have not improved upon that work ethic (their relative „serious/considerate effort level‟) in the intervening three (3) months in which they are/were herein provided to prove their commitment to the company AND (the 3rd and final condition of the following “FORCED ENTITLEMENT CHANGE” sub-provision of this Operating Agreement) with the official vote and agreement of the following parties by way of their signing a “DECLARATION OF DISSATISFACTION AND NON-COMPLIANCE OF RESPONSIBILITY” company form to be attached to and sent/mailed with the certified letter described in this and the following (#3 below) provision: (A) BOTH of the TWO (2) Co-Founders of West Coast Investment & Development L.L.C. (B) AT LEAST ONE of the TWO (2) Co-Founders of West Coast Investment & Development L.L.C. AND a MAJORITY (MORE THAN 50%) of ALL Principal Partners

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(3) REQUIREMENTS OF OWNERSHIP INTEREST SALE (INCLUDING FORCED ENTITLEMENT CHANGE):
[AND THE SUCCESSION OF THE RIGHT TO CLAIM SOLD, TRADED, QUITCLAIMED OR ABANDONED NET-PROFIT-SHARING INTERESTS]

ANY owners of ANY entitled interest in the net-profit-sharing program of the company as contained in SECTIONS THREE and FOUR of this Operating Agreement (AND ALL associated entitlements, rights and liabilities inherent therein) that wish to and/or are forced to (under the FORCED ENTITLEMENT CHANGE sub-provision of this provision of this Agreement) sell or otherwise forfeit/abandon/dispose of that profit-sharing interest (AND all other rights, obligations, powers and entitlements related to their position/title in the company per the language and description of this Operating Agreement) MUST offer to sell his/her/their ownership stake in West Coast Investment & Development L.L.C. at a REASONABLE RATE based upon the CURRENT Market and the Comparative Market Approach to Asset Appraisal of said net-profit-sharing interest in the company to ANY Principal Partner WILLING AND ABLE to purchase said net-profit-sharing stake of interest in the company from him/her/them FIRST (the first step in the SUCCESSION OF THE RIGHT TO CLAIM sub-provision of this provision of this Operating Agreement). IF EVERY Principal Partner of WCID LLC has been offered the subject stake of net-profit-sharing interest the offending Partner(s) are/were entitled to per this Operating Agreement AND no Principal Partner is WILLING, ABLE AND has FORMALLY proclaimed the DESIRE to purchase said netprofit-sharing stake of interest from the selling/abandoning/forfeiting Partner(s), said WILLING OR FORCED selling, abandoning and/or forfeiting Partner(s) may sell/pass said interest to ANY company Partner, including ANY Junior Partner in the company. ONLY AFTER having offered his/her/their interest in the company to EVERY Principal Partner AND THEN EVERY Junior Partner AND having NO company Partner(s) offer to purchase said interest in the company‟s net-profit-sharing program per SECTIONS THREE and FOUR of this Operating Agreement (which, again, MUST be offered at a REASONABLE RATE based on the CURRENT MARKET) may the willfully/forcefully „offloading‟ Partner(s) sell, trade or otherwise pass legal title of/to his/her/their net-profitsharing interest in the company to ANYONE OTHER THAN an OFFICIAL Partner(s) of West Coast Investment & Development L.L.C. Under the circumstances wherein ANY party/parties possessing ANY net-profit-sharing interest in WCID LLC wish to officially cancel/end their company membership and sell their profit-sharing interest in the company, said interest-entitled party/parties MUST abide by this REQUIREMENTS OF OWNERSHIP INTEREST SALE provision of this Operating Agreement AND, until such time as any Principal Partner(s) „wanting out‟ of the business and/or their official membership in the company (with all rights, entitlements and responsibilities contained therein) actually formally/officially sell, trade away, abandon/forfeit or otherwise lawfully dispose of or quitclaim their profit-sharing interests in the company under this REQUIREMENTS OF OWNERSHIP INTEREST SALE of this Operating Agreement (by meeting ALL requirements of this provision and this Operating Agreement and/or ANY lawfully established Addendums and/or Amendments to this Operating Agreement) AND have said interest WILLFULLY and CLEARLY/UNAMBIGUOUSLY claimed by (a) company Partner(s) in the SUCCESSION OF THE RIGHT TO CLAIM SOLD, TRADED, QUITCLAIMED OR ABANDONED NET-PROFITSHARING INTERESTS described under this REQUIREMENTS OF OWNERSHIP INTEREST SALE provision of this Operating Agreement for WCID LLC, that/those net-profit-sharing party/parties REMAIN officially interested parties in WCID LLC [they keep/maintain their respectively held title(s)/position(s) in the company], with all interests (entitlements, rights, powers, liabilities, accountabilities etc.) entailed therein remaining theirs EXCLUSIVELY. AFTER any party/parties possessing ANY related net-profit-sharing interests in WCID LLC have FULLY followed/complied-with this REQUIREMENTS OF OWNERSHIP INTEREST SALE provision of this Agreement and sell, trade-away, forfeit/abandon or otherwise dispose of their personal property net-profit-sharing („company equity‟) interest(s) in West Coast Investment & Development L.L.C. legally and without leaving any cloud on their (former) interests (ANY AND ALL entitlements, rights, powers, liabilities, accountabilities and obligations of their position as established in this and/or ANY legally-established Addendum/Amendment to this Operating Agreement) in the company by improperly selling/trading/disposing of said interests by failing to comply with ANY part of this provision of this Operating Agreement AND/OR California State Law OR by offering said interest(s) up to other company Partners by way of announcing and officially/formally signing a „quitclaim‟ of said interest(s) AND having said interests officially (willfully, clearly/unambiguously AND in writing) claimed by some company member OR by a BOTH-Co-Founder-approved outsider by having said accepting, trading-for and/or purchasing LEGAL PARTY signing legally-binding documentation holding them to ANY such agreement as afforded under National and State Law as well as this Agreement and/or ANY legally-executed and established Amendment/Addendum to this Agreement. ONLY THEN, AFTER FOLLOWING ALL OF THE PREVIOUS dictates and procedural directions is the transfer of ANY related net-profit-sharing interest in WCID LLC to be considered FULLY officially/legally COMPLETE. Once finally and clearly complete per TOTAL COMPLIANCE with ALL PARTS of this provision, ANY AND ALL net-profit-sharing interests in WCID LLC (assets AND liabilities) are to have been redistributed back to AND accepted amongst/by any (number of) party (parties) as WILLING AND ABLE under the soon to be described SUCCESSION OF THE RIGHT TO CLAIM (SOLD, TRADED, QUITCLAIMED OR
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sub-provision of this REQUIREMENTS OF OWNERSHIP INTEREST SALE provision of this Operating Agreement by having ANY such interests NOT „sold/traded‟ for compensation but instead abandoned, forfeited, quitclaimed or otherwise formally/officially released AND officially accepted and/or „claimed as vacated/quitclaimed‟ by ANY party/parties legally permitted to accept/claim said released netprofit-sharing interests (AND ALL related assets and liabilities) in WCID LLC by the following procedural SUCCESSION OF THE RIGHT TO CLAIM: The right to officially claim as “now formally re-possessed” ANY “quitclaimed” or otherwise formally forfeited/abandoned interest(s) in West Coast Investment & Development L.L.C. FIRST goes to the CEO/Co-Founder (NAJ) of WCID LLC, THEN to CIO/Co-Founder FRM, THEN to ALL Principal Partners IN THE ORDER BY WHICH THEY FIRST BECAME AN OFFICIAL PRINCIPAL PARTNER in the company, THEN to ALL Junior Partner(s) IN THE ORDER BY WHICH THEY FIRST BECAME AN OFFICIAL JUNIOR PARTNER in the company, THEN to ANY OTHER party with ANY professional relationship with the company AND THEN FINALLY to ANY BOTH-Co-Founder-approved „outsider‟ to the company (to any „3rd party/parties‟). ABSOLUTELY NO (ZERO) net-profit-sharing interest may be left „unclaimed‟ and NONLEGALLY-HELD (and ACCOUNTABLE FOR) in order for the company to continue with its normal business operations in complete compliance with all applicable Federal, State and Tax-related in-good-standing-companyrelated laws/regulations. AND (furthermore) ABSOLUTELY NO (ZERO) net-profit-sharing interest(s) in WCID LLC are/is herein lawfully permitted to be claimed by OR sold/traded to ANY PARTY/PARTIES UNLESS said party/parties have followed EVERY WORD of this provision of this Operating Agreement AND have been approved by AT LEAST the CEO and Principal Partner Number ONE (1) of WCID LLC: Nick A. Jameson.
ABANDONED NET-PROFIT-SHARING INTERESTS)

(4) AGREEING TO NON-DISCLOSURE IS INHERENT IN COMPANY MEMBERSHIP: Anyone signing this Operating Agreement and/or any Addendum and/or Amendment to this Operating Agreement OTHER THAN either of the TWO Co-Founders MUST receive oral and/or written permission from BOTH company Co-Founders for authorization BEFORE sharing ANY information related to sensitive company information or intellectual property (ideas/concepts/projects) that may not yet be fully secured and protected by/for the company with ANY non-partner/employee/associate (any „non-member‟) of the company. Failure to comply with this provision of this Agreement will be considered disloyal and unprofessional behavior and thus is hereby treatable as official grounds to fire/formally-release a member of the company under provisions (6) and (10) of this SECTION of this Agreement IF SAID OFFENDING PARTY IS A NON-PARTNER OR is treatable as grounds to skip to the deciding vote under provision (7) of this SECTION of this Agreement IF said offending party IS A WCID LLC PARTNER. (5) ADDING NEW MEMBERS TO THE COMPANY: West Coast Investment & Development L.L.C. is open to new members: There shall be no restriction to the number of additions of new members [whether Partners (Principal and/or Junior), employees, independent contractors, associates or other] and the future further issuing and dividing/sub-dividing of “ownership (net-profitsharing) interests” in West Coast Investment & Development L.L.C. per the entitlement rights and responsibilities of the company‟s profit-sharing plan spelled-out in SECTIONS THREE and FOUR herein SO LONG AS the addition of AND the compensation offered to each new party are agreed upon by an official vote from the following members of WCID LLC (via a document stating such and signed by ALL required persons per the following): (A) BOTH of the TWO (2) Co-Founders of West Coast Investment & Development L.L.C. (B) AT LEAST ONE of the TWO (2) Co-Founders of West Coast Investment & Development L.L.C. AND a MAJORITY (MORE THAN 50%) of ALL Principal Partners (6) RELEASING NON-PARTNERS FROM THE COMPANY FOR CAUSE AND “AT WILL” EMPLOYMENT: NO party/parties may be fired or „let-go‟ or otherwise released/forced-out of the company‟s official ranks without due, identifiable cause. However, so long as some verifiable measure of proof can be produced as to a breach of contract, an example(s) of inexcusable unprofessional conduct by the member of the company, an example(s) of deceit/dishonesty/disloyalty or conspiring to commit a crime and/or any other legitimate reason to let-go of an employee, contractor, associate or other affiliate of the company, that party may be fired or let-go/released by the company SO LONG AS authorization for said firing/release is received by the CURRENT CEO of West Coast Investment & Development Company L.L.C. BEFORE the official releasing of the subject company-involved party. ALSO: Non-Partner-based employees, contractors and/or affiliates of/with West Coast Investment & Development L.L.C. are hereby considered to be “employed AND working AT WILL;” Per said at will employment, ANY action/behavior deemed to be unprofessional/dishonest/disloyal by the company CEO (EXCLUSIVELY and/or by a MAJORITY of Primary Partners) is grounds to release the subject „Non-Partner‟ member of the company under this
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provision of this Operating Agreement AND/OR under provision (6) of this SECTION (above). Likewise, ANY NON-Partner(s) of/in West Coast Investment & Development L.L.C. have the right per this provision to quit at any time they wish SO LONG AS they have given AT LEAST THREE (3) FULL WEEKS NOTICE TO THE CEO IN ADVANCE AND ARE WILLING AND ABLE TO TRAIN A REPLACEMENT for ANY AND ALL official company capacity/capacities they serve/served at the time of announcing their intent to „leave the company.‟ See the REQUIREMENTS OF OWNERSHIP INTEREST SALE provision of this Operating Agreement for the ONLY proper direction(s) by which ANY ownership/equity interest in West Coast Investment & Development L.L.C.’s “Net Proceeds” may have its legal title passed to ANY OTHER PARTY/PARTIES. (7) FORCING COMPANY PARTNERS OUT OF WEST COAST INVESTMENT & DEVELOPMENT LLC: NO Partner(s) in WCID LLC may be fired or „let-go‟ or otherwise forced out of the company‟s official ranks without due, identifiable cause. However, so long as some verifiable measure of proof can be produced as to a breach of contract, an example(s) of inexcusable unprofessional conduct by the member of the company, an example(s) of deceit/dishonesty/disloyalty or conspiring to commit a crime or act of „business/industrial espionage‟ and/or any other legitimate reason to let-go of a Partner (Principal or Junior) of the company, that party may be fired or let-go/released by the company so long as cause has been established AND permission to do so is granted by the following members of WCID LLC (via a document stating such and signed by ALL required persons per the following): (A) BOTH of the TWO (2) Co-Founders of West Coast Investment & Development L.L.C. (B) AT LEAST ONE of the TWO (2) Co-Founders of West Coast Investment & Development L.L.C. AND a MAJORITY (MORE THAN 50%) of ALL Principal Partners If a company Partner, Principal or Junior, is released from the company‟s ranks of Partners through this provision AND/OR through the DISSATISFACTION AND NON-COMPLIANCE OF RESPONSIBILITY AND FORCED ENTITLEMENT CHANGE provision of this Operating Agreement for West Coast Investment & Development L.L.C. and/or wishes/desires to leave the company by his/her/their own FREE WILL, that/those (to-be-former) Partner(s) must follow the REQUIREMENT OF OWNERSHIP INTEREST SALE AND ANY OTHER APPLICABLE provision(s) of this Operating Agreement in his/her/their selling/trading, quitclaiming, abandoning, and/or forfeiting (or otherwise releasing from his/her/their personal ownership) of his/her/their (formerly) entitled interest in the “Net Proceeds” garnered from the company‟s operations [said interest in WCID LLC MUST be offered to Primary Partner(s) FIRST per related rank/order and THEN to all other Partner(s) and Parties officially connected to and/or unofficially affiliated with the company as dictated in the REQUIREMENTS OF OWNERSHIP INTEREST SALE]. (8) PERMISSION AND PROCEDURE FOR AMENDING/ADDENDING THIS OPERATING AGREEMENT: Only Amendments and Addendums approved by BOTH of the TWO (2) Co-Founders AND a MAJORITY (any percentage OVER 50%) of ALL Principal Partners may be officially added (Addendums) or made to amend (Amendments) this Operating Agreement for West Coast Investment & Development L.L.C. by way of having said amendment/addendum agreed to AND signed by ALL PARTIES to be bound by ALL PROVISIONS of this Operating Agreement for West Coast Investment & Development L.L.C.. In other words, NO changes (additions OR amendments) to this Operating Agreement, may be legally made without the CLEAR consent of BOTH CoFounders AT THE MINIMUM. ANY PERCENTAGE OVER 50% of the total number/roster of the company‟s Principal Partners must ALSO approve for the change to this Agreement (ANY lawfully-established Amendment and/or Addendum) to be lawful under California Corporations Law as it regards Limited Liability Companies. (9) PERMISSION AND PROCEDURE FOR THE CANCELLATION & DISSOLUTION OF THIS L.L.C.: The official cancellation and dissolution of this company can ONLY occur upon the agreement of ALL of the company‟s Principal Partners as listed in this Operating Agreement and/or as listed in ANY lawfully made amendment or addendum to this Operating Agreement per the previous provision (8) of this SECTION of this Agreement. This “agreement to cancel the company (WCID LLC)” is considered lawfully valid ONLY upon ALL (100% of) the Principal Partners signing the CA Secretary of State form required for a CA limited liability company to file in order to establish its end of business life under state law. If ANY number of Principal Partner(s), not necessarily including one/either of the original TWO (2) Principal Partners (Co-Founders NAJ and FRM) of the company, wishes to maintain the “legal life” and “business operations” of this company (WCID LLC), West Coast Investment & Development L.L.C. hereby REMAINS a California Limited Liability Company. Under the circumstances where ANY Principal Partner(s) wish to officially cancel/end their company membership and sell (or trade-away/„release from personal property title‟) his/her/their net-profit-sharing interest(s) in the company, said
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Principal Partner(s) MUST abide by the REQUIREMENTS OF OWNERSHIP INTEREST SALE provision of this Operating Agreement AND, until any Principal Partner(s) „wanting out‟ of the business at any one time actually sell, trade away, otherwise lawfully dispose of or quitclaim their profit-sharing interests in the company under the REQUIREMENTS OF OWNERSHIP INTEREST SALE of this Operating Agreement AND have said interest claimed by a company Partner in the succession of right to claim described under the REQUIREMENTS OF OWNERSHIP INTEREST SALE provision of this Agreement, that/those Principal Partner(s) REMAIN Principal Partner(s) in WCID LLC, with all interests (entitlements, rights, liabilities etc.) entailed therein remaining theirs EXCLUSIVELY. Once any Principal Partner(s) follow the REQUIREMENTS OF OWNERSHIP INTEREST SALE provision of this Agreement and sell, trade-away or otherwise dispose of their personal property profit-sharing interests in West Coast Investment & Development L.L.C. legally and without leaving any cloud on their (former) interests (entitlements, rights, powers, liabilities and obligations of their Primary Partnership established in this Operating Agreement) in the company by improperly selling/trading/disposing of said interests under the provisions of this Operating Agreement AND California law OR by offering said interest(s) up to other company Partners by way of announcing an official „quitclaim‟ of said interest(s) AND having said interests officially claimed by some company member OR BOTH Co-Founder approved outsider, ALL related interests (assets AND liabilities) MUST be redistributed back to and amongst company Principal Partners, Junior Partners or „others‟ as willing and able under the REQUIREMENTS OF OWNERSHIP INTEREST SALE provision (and the included “AND THE SUCCESSION OF THE RIGHT TO CLAIM SOLD, TRADED, QUITCLAIMED OR ABANDONED NET-PROFIT-SHARING INTERESTS” sub-provision) of this Operating Agreement (AND ANY OTHER connected/related provisions herein) AND/OR by having any such interests not „sold‟ or „traded‟ for compensation but instead „quitclaimed‟ or otherwise officially abandoned/forfeited AND officially accepted and/or „claimed as vacated/quitclaimed‟ by ANY company Partner(s), with said right to claiming „quitclaimed‟ interests going FIRST to the CEO/Co-Founder (NAJ), THEN to the CIO/Co-Founder (FRM), THEN to ALL Principal Partners IN THE ORDER BY WHICH THEY FIRST BECAME AN OFFICIAL PRINCIPAL PARTNER in the company, THEN to ALL Junior Partners IN THE ORDER BY WHICH THEY FIRST BECAME AN OFFICIAL JUNIOR PARTNER in the company, THEN to ANY OTHER party with ANY professional relationship with the company THEN to any BOTH Co-Founder pre-approved „outsider‟ to the company (to any „3 rd party/parties‟). See provisions (3), (6) and (7) of this Agreement for more related information on ANY party‟s ending ANY membership and/or ownership he/she/they may hold in West Coast Investment & Development L.L.C.. (10) NON-PARTNER COMPANY MEMBERS ARE CONSIDERED TO BE WORKING “AT WILL”: Non-Partner-based employees, contractors and/or affiliates of/with West Coast Investment & Development L.L.C. are hereby considered to be “employed AND working AT WILL;” WCID LLC and its chief officers and/or a MAJORITY of its Principal Partners reserve the right per this provision to fire or release ANY company employee, independent contractor or associate for arriving tardy, using unprofessional behavior or failing to arrive at all to a meeting known to have been scheduled by the tardy/unprofessional/missing-in-action employee, contractor and/or associate in advance of the meeting unless said party‟s absence/tardiness and/or lack of professional behavior can be explained by some „emergency circumstance(s)‟ and/or he/she/they were given permission by (a) Principal Partner(s) and/or other „company superior(s)‟ to miss the subject meeting PRIOR TO the scheduled start of the subject meeting the tardy/absent NON-PARTNER company member knew had been scheduled a reasonable amount of time before the subject meeting had been originally known by the subject party to have been scheduled; ANY action/behavior deemed to be unprofessional/dishonest/disloyal by the company CEO (EXCLUSIVELY and/or by a MAJORITY of Primary Partners) is grounds to release the subject „Non-Partner‟ member of the company under this provision of this Operating Agreement AND/OR under provision (6) of this SECTION (above). Likewise, ANY NON-Partner(s) of/in West Coast Investment & Development L.L.C. have the right per this provision to quit at any time they wish SO LONG AS they have given AT LEAST THREE (3) FULL WEEKS NOTICE TO THE CEO IN ADVANCE AND ARE WILLING AND ABLE TO TRAIN A REPLACEMENT for ANY AND ALL official company capacity/capacities they serve/served at the time of announcing their intent to „leave the company.‟ (11) DECISION-MAKING AUTHORIZATION/PREROGATIVES AND SPENDING/INVESTING LIMITS
ANY AND ALL DECISIONS IN ANY WAY RELATING/CONNECTED TO expenditure(s)/investment(s) to cost the company ANY dollar amount value OVER $50 MUST be AT LEAST VERBALLY cleared/authorized (agreed-to) by the CURRENT CEO AND/OR the CURRENT CIO of WCID LLC. ANY AND ALL DECISIONS IN ANY WAY RELATING/CONNECTED TO expenditure(s)/investment(s) to cost the company ANY dollar amount value OVER $500 MUST be IN WRITING AND SIGNED AS OFFICIALLY authorized/agreed-to by the CURRENT CEO AND the current CIO of WCID LLC. ALL BUSINESS DECISIONS NOT AGREED TO BY ANY PRINCIPAL PARTNER(S) MUST be authorized by a MAJORITY vote of WCID LLC‟s PRINCIPAL PARTNERS.

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SECTION NINE: DEFINITIONS AND NOTES RELATED TO THIS AGREEMENT (1) “Net Proceeds” as used in this Operating Agreement means net profits AFTER deducting ALL of the company‟s expenses as they relate to those proceeds and BEFORE the taxation of each individual Partner and partowner in the net-profit-sharing scheme of the California limited liability company. For example, the “Net Proceeds” from any of the company‟s „Entrepreneurial Projects‟ are the funds available AFTER deducting for ALL costs related to that particular „Entrepreneurial Project (research, development, promotion/advertising, accrued property depreciation and overhead expenses to name only a few of the most common examples)‟ as accounted for in the company‟s Financial Statements (including the „Balance Sheet‟ and „Income Statement‟) for the related calendar year of operations for that particular „Entrepreneurial Project.‟ For real estate related professional services, “Net Proceeds” officially herein means ALL NET PROFIT(S) AFTER deducting ALL of the company‟s advertising, clerical staff salaries, office supply purchases and ANY other expenses accounted to relate in ANY way to the performing of the services by which ALL related proceeds (revenue) were attained. In other words, “Net Proceeds,” as per the strict definition of the term FOR THE PURPOSES OF THIS AGREEMENT, are monies paid to individual parties of the company for their work and/or inventiveness, BUT STRICTLY and ONLY AFTER ALL (100% of the) EXPENSES IN ANY WAY RELATED TO THE SPECIFIC BUSINESS BY WHICH THOSE SPECIFIC PROCEEDS WERE EARNED ARE COMPLETELY (100%) PAID-OFF FIRST (ALL RELATED EXPENSE BALANCES ON THE LIABILITY SIDE OF THE BALANCE SHEET ARE ACCOUNTED FOR AND PAID TO ZERO) TO PRODUCE THE RELATED “NET PROCEEDS.” Net Proceeds are thus NEVER paid out to ANY individual member of the company regardless of his or her position when the company is “in the red.” Net Proceeds, for the use of this Operating Agreement, signifies earnings based upon the specific NET-Profit-Sharing Plan for the specifically-applicable operations of WCID LLC. Technically, ANY party referred-to and/or specifically signified in SECTIONS THREE AND/OR FOUR of this Operating Agreement is an „owner‟ of the company in that the “EQUITY” of WCID LLC is divided amongst ALL interested/entitled parties per the precise direction of the justreferred-to SECTIONS THREE and FOUR of this Operating Agreement (based on a percentage of proceeds PER company PROJECT and/or „work type‟) rather than by some static/unchanging and inflexibly un-meritocratic „black and white‟ quantity stake or „number/block of shares‟ in a corporation or other legal California business entity. Net Profit entitlements are specific and dynamic, not all-encompassing or fixed. The company CEO may, however, choose, at his or her sole discretion per the verbiage of the applicable section(s) of this Operating Agreement, to reward an employee, independent contractor or even an unofficial associate of the company based on merit, but ONLY from his or her personal interest in the company‟s “Net Proceeds,” from ANY other Partner(s)‟ share PER HIS/HER/THEIR APPROVAL IN WRITING AND/OR from the „Floating Savings Account‟ and/or „DividendPaying Security Portfolio‟ established from 5 to 10% of the Net Proceeds from EVERY profitable „business venture‟ or „Entrepreneurial Project (per the terminology of this Operating Agreement)‟ of/for/by WCID LLC. (2) THE DIFFERENCE BETWEEN A “PRINCIPAL” AND A “JUNIOR” PARTNER IN WCID LLC: In terms of this Operating Agreement for WCID LLC, the difference between a „Principal Partner‟ and a „Junior Partner‟ is similar to the difference between a “General Partner” and a “Limited Partner” in a General Partnership in that, by way of the compensation entitlements, responsibilities, obligations and rights of the Principal Partner and the Junior Partner in West Coast Investment & Development L.L.C. as said entitlements, responsibilities, obligations and rights are spelled-out in this Operating Agreement, Principal Partners have more authority, more voting power and greater relative compensation per company „project‟ to go along with the added responsibilities, obligations and liabilities of that position, both in terms of sharing in the potential losses of the company and in terms of the subject Partner party‟s role(s) and responsibilities in managing the company‟s financial and legal risks. At the time of the FIRST DRAFTING of this Operating Agreement [other Addendum and/or Amendment Drafts will be signed and filed at/in WCID LLC‟s local office headquarters upon additional Partner(s) being added to the company‟s official ranks as required by the California Secretary of State‟s Office], ONLY TWO (2) Principal Partners are/were in place: the TWO (2) Co-Founders of the company: Nick A. Jameson and Fernando R. Miñòn. ALL company compensation and responsibility are split exclusively between the ONLY TWO (2) Principal Partners in the business at this time (currently 5/1/2009). This document, however, is written to make the inclusion of future additions to both company PARTNERSHIPS (Principal and/or Junior) AND employees/contractors/associates as easy to manage as is reasonably possible, so that when said new party/parties DO become official members of the company at some UNKNOWN POINT IN THE FUTURE, provisions in this document already provide for AT LEAST said party‟s baseline compensation from and responsibilities/obligations to WCID LLC.

IMPORTANT NOTE: The ENTIRETY (ANY AND ALL) of this document is subject to change (Addendum
and/or Amendment) IF AND WHEN any and all said changes FULLY FOLLOW the guidelines of Provision (8) of SECTION EIGHT of this Operating Agreement for West Coast Investment & Development L.L.C.
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SECTION TEN: SIGNATURES OF THOSE AGREEING TO THE TERMS OF THIS DOCUMENT

Agreed to and Signed by BOTH Co-Founders of West Coast Investment & Development L.L.C. this _________ day of ____________, 20___ at ____:____ AM / PM (circle ONE):

Nick A. Jameson (Print AND Sign Name): __________________________________________________________

Fernando R. Miñòn (Print AND Sign Name): _______________________________________________________

Agreed to and Signed by Company Primary Partner (print) ______________________________________________ of WCID LLC. this _________ day of ____________, 20___ at ____:____ AM / PM (circle ONE): (Sign Name): _______________________________________________

Agreed to and Signed by Company Junior Partner #1 of West Coast Investment & Development L.L.C. this _________ day of ____________, 20___ at ____:____ AM / PM (circle ONE):

Edward McAuley (Print AND Sign Name): _________________________________________________________

Agreed to and Signed by Company Junior Partner (print) _______________________________________________ of WCID LLC. this _________ day of ____________, 20___ at ____:____ AM / PM (circle ONE): (Sign Name): _______________________________________________

Agreed to and Signed by Company Junior Partner (print) _______________________________________________ of WCID LLC. this _________ day of ____________, 20___ at ____:____ AM / PM (circle ONE): (Sign Name): _______________________________________________

Agreed to and Signed by Company Junior Partner (print) _______________________________________________ of WCID LLC. this _________ day of ____________, 20___ at ____:____ AM / PM (circle ONE): (Sign Name): _______________________________________________
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Description: This is the Operating Agreement that I authored for my newly formed "Entrepreneurial Projects and Real Estate Brokerage Company:" West Coast Investment & Development L.L.C. (www.westcoastinvestments.com). Please feel free to use this as an example. It covers all that is NECESSARY for the Operating Agreement to cover per the directions of the CA Secretary of State's Office AND the California "Corporations Code." FYI: this operating agreement is for a real estate brokerage AND one that invests in and develops its own 'Projects,' such as The Energy Club, a SUPER GREEN EXERCISE GYM concept that I created and that prototypes are currently being designed for.