Operating Agreement for Single Member LLC This Agreement, dated as of __________________ (date), is between __________________ (the ``Member''), a ______________ corporation with its principal place of business located at __________________, __________, and __________________ LLC (the ``Company''), a limited liability company formed and existing under the laws of the ______________________ with its principal place of business at __________________, ______________ (collectively, the ``Parties''). I Organization and Powers 1.1 Organization. The Company has been organized as a _________ limited liability company by the filing of a Certificate of Organization pursuant to the provisions of the ____________ Limited Liability Company Act (the ``Act''). 1.2 Agreement, Effect of Inconsistencies with Act. This Agreement sets forth the agreement between the Parties as to the affairs of the Company and the conduct of its business. 1.2 Powers. The Company may engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the Company may do business. The Company shall have the authority to do all things necessary or convenient to accomplish its purpose and to operate its business. 1.3 Fiscal Year. The fiscal year of the Company shall be the same fiscal year as that of the Member. II Manager and Management 2.1 Designation of Manager. The Company has one Manager, whose name and address are as follows: __________________. Any Manager may withdraw or be removed as a Manager of the Company, and other persons may be added or substituted as Managers, only in the manner specified in Article IX hereof. 2.2 Business Affairs. The management and control of the business and affairs of the Company shall be vested exclusively in the Manager. If at any time there is more than one Manager, all decisions, approvals, actions, consents and matters to be made, granted, withheld, taken or acted upon by the Manager shall require the approval of a majority in number of persons serving as Managers. The Manager shall have the right and power to manage, operate, and control the Company and to do all things which it deems necessary or desirable for the Company or its business. 2.3 Consent. Any requirement contained in the Act for unanimous or other consent or approval will be satisfied by the action of the Manager in writing. 2.4 Power to Bind the Company. The act of the Manager in apparently carrying on the usual business or affairs of the Company (including the exercise of the authority indicated in this Article) shall bind the Company. No person dealing with the Company shall have any obligation to inquire into the power or authority of the Manager acting on behalf of the Company. 2.5 Withdrawal or Termination of Manager. Without the prior written consent of the Member, no Manager may voluntarily resign, withdraw or retire as Manager from the Company. Without limiting the foregoi