Llc Operational Agreement by marcusstroud


									     NEWCO, LLC OPERATING AGREEMENT (10/19/04)
of ________________, 2004, by _________________and _______________ (the
parties acting who are collectively herein after referred to as the “Member”).

WITNESSETH: WHEREAS, the Members desire to own and operate a limited liability
company under the laws of the state of Florida, which limited liability is to be known as
_________________LLC (the “Company”); and

WHEREAS, the Members desire to reduce the agreements and understandings relating to
the company to writing as more particularly hereinafter set forth.

NOW, THEREFORE, in consideration of the premises hereinafter contained, the Members
do hereby state as follows:

                                         ARTICLE 1

                         FORMATION, NAME & PURPOSES

1.1 Formation. Pursuant to the Florida Limited Liability Company Act (the “Act”), the
parties filed Articles of Organization for “Newco, LLC”, (the “Company”), with the Florida
Department of State on ________________, 2004. The parties shall immediately, and from
time-to-time hereafter, as may be required by law, execute all amendments of the Articles of
Organization, and do all filing, recording and other acts as may be appropriate to company
with operation of the Company under the Act.
1.2 Intent. It is the intent of the Members that the company shall always be operated in a
manner consistent with its treatment as a “partnership” for federal and state income tax
purposes. No member shall take any action inconsistent with the express intent of t he
1.3 Name. The name of this Company shall be “Newco, LLC”
1.4 Place of Business and Registered Office. The principal place of business of the
company shall be at such location as may be selected from time to time by the members.
The registered place of business of the Company in the State of Florida shall be 3621 South
Federal Hwy, Boynton Beach, Florida 33435, or such other place as the members shall
1.5 Purpose. (a) The sole and exclusive purpose of the Company shall be to acquire the
Property and to take such customary and reasonable actions necessary to (i) obtain such site
plan approvals and other permits, variances, orders and consents from governmental and
other third parties to plat, sub-divide and/or otherwise develop all or portions of the
property as twelve residential units (the “Units”), (ii) complete all site development work for
the property, including infrastructures, roads and recreational facilities thereon, and to hold,
sell, exchange or otherwise dispose of lots, units, sites, tracks or other portions of the
property, individually or in groups, (iii) mortgage, place liens upon or otherwise encumber
all or any part of the Property, to make developments or improvements thereon, (iv) market,
offer for sale, and sell the Units, and (v) engage in such other activities as reasonably
incidental to the foregoing. Except by the decision of all of the Members, evidenced in
writing, the company shall not engage in any other business or activity (vi) In no event shall
this Agreement be held or construed to imply the existence of a general partnership or joint
venture among the members with regard to matters, trades or businesses or enterprises
outside the scope of this company, and no member shall have any power or authority under
this agreement to act as the agent or representative of the company or any other member
with regard to any matter beyond the scope of this. Notwithstanding the foregoing, it is the
intention and agreement of the Members that the company shall be capable of holding title
to the property as a Florida limited liability company.
(vii) Nothing contained in this agreement shall be deemed to restrict in any way the rights of
any member or any director, officer, shareholder or affiliate of any member, to engage in, or
to conduct any other activity or trade or business, independently or with others, including,
without limitation, the ownership, operation and management, of other real estate ventures,
including developments similar to or the same as that of the company or its affiliates, and
whether or not any such activity, trade or business is adverse to, competes with or is
complementary with, the business of the company, its affiliates or the other members, and
neither the company, its affiliates, nor any other member shall have any rights in or to any
such trade or business or activity or the income or profits derived therefrom. Without
limiting the foregoing, the parties hereto acknowledge that they invest in and are otherwise
involved in various real estate projects (and/or may hereafter invest in or become involved
in such other projects). Each of the parties hereto, and any member hereafter admitted into
any of such persons on the grounds that such activities may be competitive, directly or
indirectly, with the purposes and businesses of the company.

                                             ARTICLE 2

                              CAPITAL ACCOUNTS

2.1 Capital Contributions (a) This member shall make an Initial Capital Contribution to the
Company in the amount of $___________, The Initial Capital Contributions of the
members shall be used to pay for this acquisition of said property, plus all legal, architectural,
surveying and engineering fees of the company, plus any costs incurred during the due
diligence period…No member shall be required to contribute to any additional capital to the
company.(i) The members anticipate that approximately seventy-five percent (75%) of the
cost of the Project shall be paid from the proceeds of one or more bank financings to be
obtained by McClintock for the company.
2.2 Issuance of Additional Interests. In order to raise additional capital, acquire assets, or
redeem or retire debt of the Company or for any other purpose, the company may issue
interests in addition to those initially issued pursuant hereto to any member or any other
person, and may admit such other persons to the company as members, for consideration,
and on terms and conditions, as determined by all of the members.

                                             ARTICLE 3

                             TRANSFERABILITY OF INTERESTS

Unless otherwise unanimously agreed to by the members, as set forth in Section 2.2(iii), if all
the other members of the company other than the member proposing to dispose of his or
her interest do not approve of the proposed transfer or assignment by unanimous written
consent, the transferee of the interest of the member shall have no right to participate in the
management of the business and affairs of the company or to become a member of the
company. The transferee shall be entitled to receive only the return of the contributions to
which that member otherwise would have been entitled to had he remained as a member of
the company.
                                         ARTICLE 4

                            DEFAULT AND DISSOLUTION

Upon the death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member
or upon the occurrence of any other event which terminates the continued membership of a
member in the company, the business of the company shall nonetheless be continued unless
a majority of the remaining members of the company elect within 60 days of such event to
discontinue the business of the company.
                                        ARTICLE 5

                       THE PROJECT

5.1 This agreement and the obligations of the parties hereto are expressly contingent upon
the agreement of the seller of the property to the assignment to and assumption by the
company of the purchase and sale agreement for the property between Venture Realty, Inc
the contract purchaser of the Property, and __________________., the seller of the
property, dated___________.
5.2 The purchase price of the property is $________________which will be paid by the
company from the proceeds of bank financing and member loans, are more particularly set
forth in Article 2 hereof.
5.3 The company will construct _____________________on the property and Venture
Realty, Inc will market and sell such units to the public.
5.4 The company will employ the following professionals in connection with the project:
(a)Architects,_____________________(b)Engineering firm_______________________
5.5 Management. Venture Realty, Inc/McClintock will be the manager of the project.
Venture/McClintock will be compensated with 15% of the shares distributed. Venture will
handle the day-to-day management of the business and affairs of the company and will
prepare a development plan for the property, subject to investment Group’s approval.

                                        ARTICLE 6

6.1 Approvals. The members intent to file for approval of the site plan for the project,
which will be called “___________________,” and to purchase the property on which the
construction portion of the project will be built immediately after all requisite approvals have
been obtained on a final basis. The approvals will be sought for ________________ and,
subsequently, for the demolition of existing structures on the property.
6.2 Bids. Solicit bids with respect to each phase of the project and analyze such bids and
report to the investment group, the results of such bids together with a recommendation for
the award of any and all contracts. No contract will be awarded without McClintock’s prior
6.3 Coordination. Provide management, control, administration, planning, and scheduling
and coordination of the overall activities of the various subcontractors and maintain control
of the development progress in accordance with the development plans approved by the
6.4 Support. Provide supervision and organization of all support activities at the project.
6.5 Accounting. Provide accounting services which shall be in accordance with generally
accepted accounting principles (“GAAP”) standards. An audited statement shall be provided
annually. The choice of accountant is subject to McClintock’s approval.
6.6 Site Plan, Business Plan, and Budget. Commencing, ______________ for the
calendar year which began January 1, 2004, and on each November 30 thereafter
(commencing November 30, 2004), McClintock shall present to the investment group for
it’s approval a site plan (or, after the first site plan is submitted and approved, any
amendments to the site plan), a business plan for the company for the succeeding calendar
year, and a budget for the company for the succeeding year.
6.7 Cash Flow. Prepare and periodically update the cash flow requirements for the entire
project. Prepare estimates of cost, including estimated of increases and decreases, i n
connection with changes in the plans and specifications and development changes as
indicated by job conditions, changes in the cost of material and changes in labor cost.
6.8 General Management. Generally manage all activities of the project and act on the
company’s behalf on all matters related to development of the property subject to constant
communication with McClintock.
6.9 Certain Matters subject to McClintock’s Approval. McClintock shall make all
necessary commitments or awards to purchase orders, contracts, subcontracts or other
agreements, engage counsel, architects, engineers, land planners, interior designers, or other
professional advisors necessary for the successful development and completion of said
project, all of which are available for member’s review.
6.10 Marketing and Sales. Venture Realty, Inc shall be responsible for marketing and sales
of the project, and be compensated 6% if all sales. Additionally, Venture will be responsible
for the hiring of ad agencies, designing and placing ads, brochures, and all other collateral
material needed for the successful sales and marketing of the project. McClintock shall
include the cost of such marketing and sales program in the budget to be prepared by him
and submitted to the partners for Approval.
6.11 Members Have No Exclusive Duty to Company. McClintock/Venture is not
required to manage the company as his sole and exclusive function and either may have
other business interests and may engage in other activities.
6.12 Bank Accounts. McClintock/Venture may from time to time open bank accounts in
the name of the company.

This agreement represents the entire understanding and agreement between the parties with
respect to the subject matter hereof, and supersedes all other negotiations, understandings
and representations if any made by and between the parties. No representations,
inducements, promises or agreements, oral or otherwise, if any, not embodied herein shall be
denied of any force or effect.

The provisions of this agreement may be amended, supplemented, waived or changed, but
only by a written document signed by the manager and approved by the unanimous consent
of the members.

All of the terms and provisions of this agreement, whether so expressed or not, shall be
binding upon, inure to the benefit of, and be enforceable by the parties and their respective
personal representatives, legal representatives, heirs, successors and permitted assigns.

If any legal action or other proceeding is brought for the enforcement of this agreement, or
because of an alleged dispute, breach, default or misrepresentation in connection with any
provision of this agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys’ fees, court costs and all expenses even if not taxable as court
costs (including, without limitation, all such fees, costs and expenses incident to arbitration,
appellate, bankruptcy and post-judgment proceedings), incurred in that action or proceeding,
in addition to any other relief to which such party or parties may be entitled.

Attorneys’ fees include paralegal fees, administrative costs, investigative costs, costs of expert
witnesses, court reporter fees, sales and use taxes, if any and all other charges billed by the
attorneys to the prevailing party.

This agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Confirmation of execution by telex or by telecopy facsimile signature page shall be binding
upon any party so confirming or telecopying.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals, the day and
year first written above


Managing Member____________________________


NEW MEMBER_____________________________

WITNESS _________________________________

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