W50_Unger_Operating_Agreement_Example

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					                                OPERATING AGREEMENT
                                              OF
                                         ABCD, LLC
                           (a Pennsylvania limited liability company)

        THIS Operating Agreement (Agreement) dated as of (Month/Day/Year) is entered into
by and among JANE AND JOHN SMITH, husband and wife, as tenants by the entireties with rights
of survivorship, with a principal residence located at (Street/City/State/Zip) (Smith), ROSE AND
RICHARD DOE, husband and wife as tenants by the entireties with rights of survivorship, with a
principal residence located at (Street/City/State/Zip) (Doe), and VALERIE AND JAMES JONES,
husband and wife as tenants by the entireties with rights of survivorship, with a principal
residence located at (Street/City/State/Zip) (Jones). Smith, Doe and Jones are collectively
referred to as the Members.

                                          RECITALS:

        WHEREAS, Smith, Doe and Jones desire to form a limited liability company under the
Pennsylvania Limited Liability Company Law of 1994, as same may be amended from time-to-
time (the Act), pursuant to the terms and provisions thereof; and

      WHEREAS, The Members desire to have Anyone Non-Profit Corporation, Inc., (ANC) a
Pennsylvania non-profit corporation with its principal address located at (Street/City/State/Zip)
manage the business and affairs of the limited liability company;

        NOW THEREFORE, in consideration of the mutual covenants, conditions and
agreements herein contained, and intending to be legally bound hereby, the Members hereby
state and agree as follows:

                                      ARTICLE ONE
                      Name; Offices; Fiscal Year and Certificate; Term

        Section 1.01 Name. The Members agree to form and carry on a limited liability
company on the terms set forth in this Agreement and subject to the Act. The name of the
limited liability company shall be ABCD, LLC (the Company), or such other name as the
Members shall determine from time to time.

        Section 1.02. Registered Office. The registered office of the Company in Pennsylvania
shall be (Street/City/State/Zip), until otherwise established by an amendment to the Certificate of
Organization, or by the Manager, and a record of the change is filed with the Department of State
in the manner provided by law. The Company may also have offices at such other places within
or without the Commonwealth as the Manager may from time- to- time appoint or the business
of the Company may require.


       Section 1.03   Fiscal Year. The fiscal year of the company shall end on December 31 of
each year.
ABCD, LLC Operating Agreement
Page 2



        Section 1.04 Certificate. The Members acknowledge that a Certificate of Organization
(the Certificate) pursuant to the provisions of the Act has been filed with the Department of
State for the Commonwealth of Pennsylvania. The Manager shall execute all such other
documents and instruments and shall take all such other actions as are necessary or appropriate
to effectuate and permit the continuation of the Company. The Manager shall take all necessary
action to maintain the Company in good standing as a limited liability company under the Act
including without limitation, the execution, acknowledgment, filing and recording of any
amendments to the Certificate as may be required by this Agreement or the Act and to qualify to
do business as a limited liability company in each jurisdiction where the nature of its business
makes such qualification necessary.

        Section 1.05 Term. The Company commenced on the date the Certificate was filed
with the Department of State of the Commonwealth of Pennsylvania pursuant to Section 8314 of
the Act and shall continue in existence until December 31, 2030, unless otherwise terminated by
the affirmative vote of one hundred percent (100%) of the Membership interest.


                                       ARTICLE TWO
                                    Purposes and Authority

       Section 2.01 Primary Purpose The Company is organized to engage in the acquisition,
operation and oversight of real property known as (Street/City/State/Zip), which shall be the
primary residence of (X number) adult persons with autism, who, through individual
accommodation and support, shall be free to build and sustain their own household unit.

       Section 2.02 Other Lawful Purposes. Incident to such purposes and as part of its
business, the Company is authorized to do all things necessary or appropriate to carry out the
foregoing purposes and/or purposes related or incidental thereto and to engage in all other lawful
business as determined under the Act.

        Section 2.03 Authority. The Company shall possess and may exercise all powers,
privileges and authority authorized by the Act.


                                      ARTICLE THREE
                                         Members

        Section 3.01 Number of Members. There shall be (X number) Members of the
Company, and each Member shall have a family member with autism who shall reside in the real
property of the Company. The (X number) Members and their percentage membership interest
in the Company are set forth in Exhibit A to this Agreement.
ABCD, LLC Operating Agreement
Page 3


       Section 3.02 Additional/Replacement Members. The addition, substitution or
replacement of Members is prohibited unless otherwise approved by the unanimous approval of
the Members and approved by the Manager in its sole and absolute discretion.

       Section 3.03 Membership Interests. All returns of capital and any distribution of
earnings made to the Members shall be proportional to their respective membership interests in
the Company.

       Section 3.04    Voting.

                 (a)   Except as otherwise provided herein, each Member shall have such voting
rights as may be consistent with its membership interest in the Company. The Members shall
strive to reach consensus on all matters that require a vote of the membership interests. If
consensus cannot be reached, then, except where otherwise provided by law, the Certificate or
this Agreement, for each matter brought before a vote of the Members, an approval of no less
than a fifty-one percent (51%) membership interest in the Company is required for an action to
be binding on the Company.

                (b)     Each Member shall vote its interest as an undivided interest. In the event
of disagreement regarding how to vote between the persons who, pursuant to this Agreement
together equal one Member, on any one or more Company matters, then in that instance, the
Member shall not cast a vote on such matter or matters. Unless and until the Manager receives
the actual notice of such disagreement, in person or at a meeting, or in writing in advance of the
meeting, the Manager shall conclusively presume that a vote cast by a person on behalf of a
Member shall be binding on that Member.

       Section 3.05    Capital Contributions.

        (a)      Member Contributions. In exchange for its interest in the Company, the Members
have made the initial Capital Contribution to the Company as set forth in Exhibit A of this
Agreement. In the event a Member’s contribution is in the form of in-kind service, the
Members shall agree by unanimous consent upon a monetary value to assign to such service as
all or part of the Member’s Capital Contribution of the Company. Unless otherwise specifically
agreed by unanimous consent of the Members, no Member shall be obligated to make any
additional capital contribution to the Company. However, should an additional capital
contribution be made by any Member or Members, the Manager shall cause Exhibit A of this
Agreement to be amended, to reflect these additional capital contributions.
        (b)       No Interest. No interest shall be paid by the Company on the initial or any
subsequent contributions of Capital nor upon any withdrawn or undistributed profits of any
Member which are credited to a Member’s Capital Account (as defined herein).
ABCD, LLC Operating Agreement
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        Section 3.06 Meetings. No meetings of the Members need be held with the exception
of the annual meeting for the election of the Manager, which meeting may be waived by
unanimous consent of the Members, in accordance with the provisions set forth in this
Agreement. Meetings of the Members may be called by the Manager, or by no less than fifty-one
percent (51%) of the membership interest in the Company. All meetings of the Company shall
be held at the registered office of the Company, unless another place is designated by the
Manager in the notice of the meeting.

        Written notice of meetings shall be delivered no later than five (5) business days prior to
the date of the meeting and shall state the time, date and place of the meeting. Notice may be
provided by regular U.S. mail, telecopier or electronic mail as agreed in advance. Attendance by
a Member at a meeting shall constitute a waiver of notice of such a meeting except where such
Member attends a meeting for the express purpose of objecting, at the meeting, to the transaction
of any business because the meeting is not lawfully called or convened.

        One or more Members may participate in a meeting of the Members by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting pursuant to this
Section shall constitute presence in person at the meeting.

       Section 3.07   Quorum and Adjournment.

                (a)    Quorum. A meeting of the Members duly called shall not be organized for
the transaction of business unless a quorum is present. The presence of Members holding at least
a fifty-one percent (51%) membership interest in the Company, shall constitute a quorum for the
purposes of considering and acting upon any matter brought before the meeting.

                (b)    Adjournment. The Members present at a duly organized meeting can
continue to do business until adjournment, notwithstanding the withdrawal of enough Members
to leave less than a quorum, but may not conduct a vote that will bind the Company. If a
meeting cannot be organized because a quorum is not present, those attending may adjourn the
meeting to such time and place as they may determine. Any regular or special meeting may be
adjourned for such period as the Members present may direct.

                (c)    Other Action Absent a Quorum. The Members who attend a meeting of
the Members which has been previously adjourned because of the absence of a quorum shall
nevertheless constitute a quorum for the limited purpose of acting upon any matter set forth in
the notice of the meeting if the notice states that those Members who attend shall constitute a
quorum.

        Section 3.08 Voting by Proxy. Every Member entitled to vote may authorize another
to act for that Member by proxy. To be qualified, the proxy shall be executed in writing and filed
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Page 5


with the Manager of the Company. The presence of a proxy shall constitute the presence of the
Member.

       Section 3.09 Consent of Members in Lieu of Meeting. Any action required or
permitted to be taken at a meeting of the Members may be taken without a meeting if, prior or
subsequent to the action, a consent thereto by all the Members who would be entitled to vote
thereon shall be filed with the Manager of the Company.

       Section 3.10 Indemnification from Liability. Except to the extent the Act specifically
mandates liability despite provisions to the contrary in this Agreement, the Members shall not be
personally liable to any third party for any debt, obligation or liability of the Company.

         Section 3.11 Other Business of Members. The Manager shall devote such time to the
Company as the Manager determines shall be necessary to conduct the Company’s business and
affairs in an appropriate manner. Any Member and any affiliate of any Member may engage in
or possess an interest in other business ventures of any kind, nature or description, independently
or with each other, regardless of whether such ventures are competitive with the Company. Any
Member may contract for services with the Company and shall be eligible to receive reasonable
and just compensation for such services.

       Section 3.12 Member Loans. The Company may borrow funds from any Member in
which event such sums shall not be considered a Capital Contribution and shall bear interest at a
rate which is commercially reasonable given the prevailing circumstances of the transaction,
including but not limited to, the nature of the transaction, the risk involved, and the term of the
loan. Such rate shall be specified in any promissory note evidencing said loan. Any Member
who shall loan funds to the Company shall be treated as a nonmember with respect to said loans.
Any such loan shall be repaid to Member upon the occurrence of dissolution as set forth in this
Agreement.

                                      ARTICLE FOUR
                                  Financial; Capital Accounts

        Section 4.01 Contributions to Capital. An interest in the Company may be issued in
exchange for cash, tangible or intangible property, services rendered, or a promissory note or
other obligation to contribute cash or tangible or intangible property or to perform services in the
future.
        Section 4.02 Enforceability. Any promise by a Member to contribute to the Company
shall be enforceable when set out in writing by that Member. A Member is obligated to the
Company for any enforceable promise even if the Member shall be unable to perform. If the
Member fails to make the required contribution, the Member is obligated, at the option of the
Company, to contribute cash equal to that portion of the value of the stated contribution that has
not been made. Said obligation may be compromised only with the unanimous consent of the
Members.
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     Section 4.03 Encumbrance. No Member may encumber or pledge, or assign its
membership interest.

         Section 4.04 Right of First Refusal. No Member may sell or transfer its membership
interest, without first providing a written notice to the Company of its intent (Notice of Intent)
to sell its interest and providing the Company with the opportunity to purchase the Member’s
interest at its then book value as based upon the last fiscal balance sheet of the Company prior to
the offer. Said value shall be reduced by any accrued accounts of the seller. The Company shall
have thirty (30) days from the date of the Notice of Intent, to elect to purchase the selling
Members’ interest. In the event the Company declines the opportunity to purchase the
Member’s interest, the Member may sell its membership interest to any other bona fide
purchaser for no greater price than that offered to the Company, so long as the bona fide
purchaser is approved by unanimous consent of the remaining Members and approved by the
Manager in its sole discretion. Thereafter, if the offer is accepted, the Company may sell the
membership interest to any third party subject, however, to the terms and conditions of this
Agreement.

        Section 4.05 Capital Accounts There shall be established and maintained on the books
of the Company a capital account (Capital Account) for each Member. Each Member’s Capital
Account shall be determined and maintained throughout the full term of the Company in
accordance with the capital accounting rules of Internal Revenue Code Regulation
(Regulations)1.7.04.-11(b). Subject to the foregoing, each Member’s Capital Account shall be
credited with the amount of cash and the fair market value of any property contributed to the
Company and the share of profits allocated pursuant to Article 4.06 herein. Each Member’s
Capital Account shall be credited with the amount of cash and the fair market value of any
property distributed to him under Section 4.08 hereof, and the share of losses allocated under
Section 4.06 hereof. A Member shall not be entitled to any interest on his Capital Contributions
or Capital Account, or to receive any distributions or make any withdrawal from the Company,
except as specifically provided in this Agreement.

       Section 4.06 Allocation of Profit and Losses. Except as otherwise provided in Section
4.07 hereof, all profits and losses shall be determined for book purposes on the same basis as the
Company’s taxable income or loss under the Code by taking into account all items of income,
expenses, deductions, gain or loss, and all profits or losses of the Company for both book and tax
purpose shall be allocated among the Members in proportion to their respective interest in the
Company as set forth in Section 4.02 hereof.

       Section 4.07   Special Allocation for Tax Purposes.

                (a)    Any gain or loss upon a taxable disposition of any property attributable to
the variation between the tax basis of such property contributed to the Company as a Capital
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Page 7


Contribution and its fair market value as reflected on the books of the Company at the time of
such contributions shall be recognized for tax purposes, but not for book purposes, and such gain
or loss for tax purposes shall be specifically allocated to the Members in accordance with Section
704(c) of the Code and the Regulations, including Regulations '1.7041-(b).

                (b)    The requirements of a qualified income offset under Regulations '1.704-
1(b)(2)(ii)(d) and a minimum gain chargeback under Regulations ' 1.704-2(f) and (i) are
expressly incorporated herein by reference.

        Section 4.08 Distributions of Distributable Cash. No less than annually, the Manager
shall determine in its reasonable judgment, to what extent the Company’s cash on hand exceeds
its current and projected needs, including, without limitation, for operating expenses, debt
service, capital improvements, and a reasonable contingency reserve. If such an excess exists, the
Manager may cause the Company to distribute to the Members, consistent with their membership
interest, an amount in cash equal to that excess, which shall be known as Distributable Cash.

      Section 4.09 Limitation on Transfer. No transfer of a Member’s membership interest
may be made at any time without the unanimous approval of all Members and the consent of the
Manager.

        Section 4.10 Distribution upon an Event of Dissociation. Upon the occurrence of an
event of dissociation which does not result in the dissolution of the Company, a dissociating
Member shall be entitled to receive any distribution to which that Member is entitled under this
Agreement and, within a reasonable time after dissociation, the fair value of the interest of the
Member in the Company as of the date of the dissociation, based upon the right of the Member
to share proportionally in the distributions from the Company.


                                          ARTICLE 5
                                          Management

        Section 5.01 Authorization. The management of the business and affairs of the
company shall be vested in a Manager who shall be ANC, whose business address is
(Street/City/State/Zip) ("Manager").

        Section 5.02 Management. Except as may otherwise be expressly provided in the Act,
the Certificate or this Agreement, the management, operation and policy of the Company shall be
and is hereby vested exclusively in the Manager.

      Section 5.03 Powers of Manager. Subject to the provisions of law and this Agreement,
the Manager shall have the exclusive right and full authority to manage, conduct and operate the
Company's business and make all decisions affecting the same, including, without limitation, the
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Page 8


power on behalf and in the name of the Company to carry out, exercise and implement any and
all of the objects, purposes and powers of the Company set forth in herein. Without limiting the
generality of the foregoing, the Manager’s authority, which is subject to Article 5.05, herein
shall have the power on behalf of and in the name of the company to:

              (a)    open, maintain and close bank accounts and draw checks and other orders
for the payment of moneys;

               (b)   receive, dispose of and deal in all checks, moneys and other personal
property of the Company;

               (c)     employ employees, attorneys, accountants, engineers, consultants, firms,
agents, persons or corporations, as the Manager deems necessary or advisable for the operation
of the Company's business on such terms and for such compensation as it shall determine; and
modify or terminate such employment;

               (d)    maintain one or more offices and, in connection therewith, rent or acquire
office space and do such other acts as the Manager may determine is advisable in connection
with the maintenance of such offices;

               (e)     expend the capital, borrowed funds and revenues of the Company in
furtherance of and solely on behalf of the Company's business;

                (f)     enter into and perform agreements and contracts with third parties, modify
or terminate such agreements and institute, defend and settle litigation arising therefrom, and
give receipts, releases and discharges with respect to all of the foregoing and any matters
incident thereto;

               (g)   sell, lease, trade, exchange or otherwise dispose of all or any portion of the
property of the Company in the ordinary course of the Company’s business;

                (h)    maintain at the expense of the Company, such insurance coverage for
workers' compensation, comprehensive general liability, and fire and extended coverage, and any
and all other insurance necessary or appropriate to the business of the Company, in such amounts
as the Manager shall determine from time to time;

                (i)      determine the accounting methods and conventions to be used in the
preparation of the Company's financial statements and tax returns and make any and all elections
under the tax laws of the United States, the Commonwealth of Pennsylvania and other relevant
jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the
Company, or any other method or procedure related to the preparation of the Company's
financial statements and tax returns; and
ABCD, LLC Operating Agreement
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                 (j)   engage in any kind of activity and perform and carry out contracts of any
kind which the Manager determines is necessary to, or in connection with, or incidental to the
accomplishment of the purposes of the Company, as may be lawfully carried on or performed by
a limited liability company under the laws of the Commonwealth of Pennsylvania.

         Section 5.04 Fiduciary Duty. The Manager agrees to manage the affairs of the
Company and conduct the operations contemplated hereby in a careful and prudent manner in
accordance with good industry practice. The Manager, in its capacity as such, shall devote
sufficient business time and efforts as it determines is reasonably necessary to the performance
of its duties under this Agreement. The Manager shall act in a manner consistent with its
fiduciary duties to the Company and its Members. In connection with the foregoing, however, it
is understood that neither the Manager, nor any of its officers, directors, employees, partners or
affiliates shall be liable, responsible or accountable, in damages or otherwise, to the Members,
as such, or to the Company for any act or omission which it shall take or omit to take, except for
its own gross negligence or willful misconduct, nor shall the Manager, or its officers, directors,
employees, partners, or affiliates be liable, responsible or accountable for the negligence or
willful misconduct (including, without limitation, dishonesty or bad faith) of any of its
employees or agents or any employee or agent of the Company which the Manager has selected
with reasonable care. The Manager shall be entitled to rely upon the advice of counsel, and shall
not be liable, responsible, or accountable, in damages or otherwise, to the Members as such, or to
the Company for any act or omission which it shall take or omit to take in good faith in reliance
on such advice.

               Section 5.05 Restrictions on Authority. Notwithstanding anything contained
elsewhere in this Agreement and specifically Section 5.03, the Manager shall not, without the
unanimous consent of the Members, which consent shall not be unreasonably withheld or
delayed, engage in the following:

               (a)    establish the annual capital and operating budgets of the Company;

               (b)    make distributions of the Company's earnings;

               (c)    enter into contracts individually or in the aggregate in excess of Five
                      Thousand Dollars ($5,000.00) per fiscal year;

               (d)    change the types of services and activities provided by the Company or the
                      use of the Company’s property;

               (e)    admit new members or terminate members to the Company;

               (f)    borrow any money on behalf of the Company, whether on a secured or
                      unsecured basis;
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               (g)     obligate the Company as a guarantor or surety for any person or with
                       respect to any obligation or mortgage or assign, or grant a security interest
                       in all or any of the assets of the Company, except in the ordinary course of
                       the Company's business;

               (h)     sell, abandon, transfer, lease or otherwise dispose of all or a significant
                       portion of the Company's real or personal properties or assets, or merge or
                       consolidate the Company with or into any other entity;

               (i)     change or reorganize the Company into any other legal form;

               (j)     cause the Company to issue any additional membership interests to any
                       person or entity or the transfer of membership interests in the Company; or

                (k)     terminate, liquidate, dissolve or wind-up the Company.
        Section 5.06 Compensation and Expenses. The Manager may receive monetary
compensation for its service as Manager, if such monetary compensation is approved by the
unanimous consent of the Members. The Manager may also engage in contractual services to the
Company, for a fee that is reasonable and not greater than what would be paid to another vendor
for services of similar value. The Company may not enter into contracts, agreements or
arrangements with the Manager or its affiliates for services and goods to be furnished to the
Company, unless (i) the Manager determines in good faith that such services and goods are
reasonably necessary to carry out the Company's business as described herein and the terms of
such contracts, agreements or arrangements are at least as favorable to the Company as may be
reasonably expected to be obtained from unrelated third parties, and (ii) the Manager promptly
notifies the Members of the existence and terms of such contracts, agreements or arrangements.

        Section 5.07 Conflict of Interest. The Manager shall adopt a conflict of interest policy
as to any/all direct and indirect, actual or potential conflicts of interest, that shall be binding on
the Manager and the Members.

        Section 5.08 Partnership Status. The Manager agrees to take all reasonable steps to
assure, under applicable rulings and Regulations of the Internal Revenue Service, that the
Company will be classified for federal income tax purposes as a partnership and not as an
association taxable as a corporation.

       Section 5.09    Continuation of Company.

              (a)   In the event of the incapacity, removal, withdrawal or resignation of the
Manager, the Company shall be dissolved, unless the Members unanimously agree to elect to
continue the Company upon the same terms and conditions as are set forth in this Agreement and
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to (1) elect another Manager or to (2) operate the Company as member operated limited liability
company.

              (b)       Upon the Manager ceasing to be the Manager of the Company as provided
in this Agreement, its liability as the Manager shall cease.


                                         ARTICLE SIX
                                         Indemnification

         Section 6.01 Indemnification of Members. The Company shall indemnify to the fullest
extent permitted by law, each Member, and its parents, officers, directors, employees and agents
(Indemnified Members) from and against all costs and expenses, including attorneys’ fees,
judgments, fines, settlements and/or liabilities, incurred by or imposed upon any Indemnified
Party in connection with, or resulting from, any action, suit or proceeding, whether civil,
criminal, administrative, legislative or otherwise (or any appeal thereof) to which any
Indemnified Member may be threatened, in each case by reason or, or in connection with, the
Indemnified Member being or having been associate with or otherwise acting for the Company,
or by reason of any action or alleged action or omission or alleged omission by any Indemnified
Member in any such capacity, provided that the Indemnified Member is not ultimately adjudged
to have engaged in gross negligence or willful misconduct, or to have breached the terms and
conditions of this Agreement to the material detriment of the Company, provided that the
liability of any Member shall not exceed the amount of such Member’s Capital Account.

         The Company shall pay the expenses incurred by an Indemnified Member in
investigating, preparing or defending any civil or criminal action, suit or proceeding, in advance
of the final disposition thereof, upon receipt of an undertaking by the Indemnified Member to
repay such payment if there is a final adjudication or determination that it or s/he is not entitled
to indemnification as provided herein.

       Section 6.02    Indemnification of Managers and other Authorized Representatives.

               (a)     General rule. The Company shall indemnify an Indemnified
Representative against any liability incurred in connection with any proceeding in which the
Indemnified Representative may be involved as a party or otherwise by reason of the fact that
such person is or was serving in an indemnified capacity, including, without limitation, liabilities
resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading
statement, negligence, gross negligence or act giving rise to strict or products liability, except:

              (i) where the indemnification is expressly prohibited by the Act or other
applicable1aw;
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               (ii) where the conduct of the Indemnified Representative has been finally
determined:

                      (A) to constitute willful misconduct or recklessness within the meaning of
Pennsylvania law sufficient in the circumstances to bar indemnification against liabilities arising
from the conduct; or

                         (B) to be based upon or attributable to the receipt by the Indemnified
Representative from the Company of a personal benefit to which the Indemnified Representative
is not legally entitled; or

                       (C) to the extent the indemnification has been finally determined in a final
adjudication to be otherwise unlawful.

                (b)    Partial Payment. If an Indemnified Representative is entitled to
indemnification with respect to a portion, but not all, of any liabilities to which such person may
be subject, the Company shall indemnify the Indemnified Representative to the maximum extent
for such portion of the liabilities.

               (c)     Presumption. The termination of a proceeding by judgment, order,
settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself
create a presumption that the Indemnified Representative is not entitled to indemnification .

               (d)     Definitions. For purposes of this Article:

                (i) "indemnified capacity" means any and all past, present and future service by an
indemnified representative in one or more capacities as a manager, officer, employee or agent of
the company, or, at the request of the company, as a manager, officer, employee, agent, fiduciary
or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise;

                (ii) "indemnified representative" means any and all managers and officers (if any)
of the company and any other person designated as an indemnified representative by the
managers of the company (which may, but need not, include any person serving at the request of
the company, as a manager, officer, employee, agent, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

               (iii) "liability" means any damage, judgment, amount paid in settlement, fine,
penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost
or expense, of any nature (including, without limitation, attorneys' fees and disbursements); and

               (iv) "proceeding" means any threatened, pending or completed action, suit, appeal
or other proceeding of any nature, whether civil, criminal, administrative or investigative,
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Page 13


whether formal or informal, and whether brought by or in the right of the company, a class of its
security holders or otherwise.

       Section 6.03. Proceedings initiated by Indemnified Representatives. Notwithstanding
any other provision of this Article, the Company shall not indemnify under this Article, an
Indemnified Representative for any liability incurred in a proceeding initiated (which shall not be
deemed to include counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless the initiation of or participation in
the proceeding is authorized, either before or after its commencement, by Manager.

         Section 6.04. Advancing expenses. The Company shall pay the expenses (including
reasonable attorneys' fees and disbursements) incurred in-good faith by an Indemnified
Representative in advance of the final disposition of a proceeding described in Section 6.02 or
the initiation of or participation in which it is authorized pursuant to Section 6.03 or upon receipt
of an undertaking by or on behalf of the Indemnified Representative to repay the amount if it is
ultimately determined that such person is not entitled to be indemnified by the Company
pursuant to this Agreement. The financial ability of an Indemnified Representative to repay an
advance shall not be a prerequisite to the making of the advance.

        Section 6.05. Securitizing of indemnification obligations. To further effect, satisfy or
secure the indemnification obligations provided herein or otherwise, the Company may maintain
insurance, obtain a letter of credit, act as self insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into indemnification agreements, pledge or grant a
security interest in assets or properties of the company, or use any other mechanism or
arrangement whatsoever in such amounts, at such costs, and upon such other terms and
conditions as the managers shall deem appropriate. Absent fraud, the determination of the
Manager with respect to such amounts, costs, terms and conditions shall be conclusive against all
security holders, officers and managers and shall not be subject to voidability.

        Section 6.06. Payment of indemnification. An Indemnified Representative shall be
entitled to indemnification within 30 days after a written request for indemnification has been
delivered to the Manager of the Company.


                                        ARTICLE SEVEN
                                         Miscellaneous

      Section 7.01 Seal. The Company shall have an official seal as may be approved by the
Manager.

      Section 7.02 Checks. All checks, notes, bills of exchange, contracts, mortgages,
encumbrances, or other orders in writing shall be signed by such person or persons as the
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Members authorize, upon a duly executed resolution, which authorization shall include the
Manager.

        Section 7.03 Deposits. All funds of the Company shall be deposited from time to time to
the credit of the Company in such banks, trust companies or other depositories as the Members
may approve or designate, and all such funds shall be withdrawn only upon checks signed by
such one or more signatories or employees as the Members shall from time to time determine
upon a duly authorized resolution, which authorization shall include the Manager.

       Section 7.04 Corporate records.

                (a)     Required Records. The Company shall keep complete and accurate books
and records of account, minutes of the proceedings of the Members and Manager and a register
giving the names, addresses and membership interests held by each. The register shall be kept at
either the registered office of the Company in Pennsylvania or at its principal place of business
wherever situated or at the office of its re-registrar or transfer agent. Any books, minutes or other
records may be in written form or any other form capable of being converted into written form
within a reasonable time.

                (b)     Right of Inspection. Every Member shall, upon written verified demand
stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the
usual hours for business for any proper purpose, the membership register, books and records of
account, and records of the proceedings of the Members and Manager and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of
the person or entity as a Member. In every instance where an attorney or other agent is the
person who seeks the right of inspection, the demand shall be accompanied by a verified power
of attorney or other writing that authorizes the attorney or other agent to so act on behalf of the
member . The demand shall be directed to the Company at its registered office in Pennsylvania.

        Section 7.05 Financial Reports. Unless otherwise agreed between the Company and a
Member, the Company shall furnish to its Members annual financial statements, including at
least a balance sheet as of the end of each fiscal year and a statement of income and expenses for
the fiscal year. The financial statements shall be prepared on the basis of generally accepted
accounting principles. The financial statements shall be mailed by the company to each of its
members within 120 days after the close of each fiscal year.


                                   ARTICLE EIGHT
                            Amendments; Termination; Liquidation

       Section 8.01 Amendment of Operating Agreement. This Agreement may be amended
or repealed, or a new operating agreement may be adopted, only with the unanimous approval of
ABCD, LLC Operating Agreement
Page 15


the Members. Any change in this Agreement shall take effect when adopted unless otherwise
provided in the resolution effecting the change.

       Section 8.02 Termination. The existence of the Company shall terminate upon the
occurrence of any of the following:

               (a)     The expiration of its term pursuant to Section 1.05 hereof;

               (b)     Upon the unanimous written consent of the Members;

             (c)     Upon the sale of all or substantially all of the assets owned by the
Company, and the collection of all of the net proceeds therefrom; or

               (d)     Entry of a judicial dissolution pursuant to the Act.

        Section 8.03 Liquidation. In the event of termination of the Company, the Manager
shall within a reasonable period of time prepare, or cause to be prepared, a full and accurate
statement of the Company’s assets and liabilities and income since the last most recent
statement, convert the Company’s assets to cash, collect all moneys due the Company, including
any amounts owed by the Members, discharge the debts of the Company (except debts owed to
any of the members), and distribute all remaining moneys to the members, as follows:

                (a)    To the repayment of any loans or advances that may have been made by
any Member to the Company and authorized pursuant to Section 3.12 hereof, but if the amount
available for such repayment shall be insufficient, then the distribution shall be pro rata on
account of such loans or advances;

               (b)    To the members in satisfaction of their Capital Accounts, but if the
amounts available for such repayment shall be insufficient, then the distribution shall be pro rata
on account of such Capital Accounts; and

               (c)     Any balance remaining shall be distributed to each member, pro rata
according to their respective Membership Interest in the company as set forth in Exhibit A,
hereof.

        IN WITNESS WHEREOF, the Parties (Members) hereto have executed this Agreement
as of the day and year first above written.
ABCD, LLC Operating Agreement
Page 16


                                MEMBERS:

SMITH:



JOHN SMITH
JANE SMITH


JONES:



JAMES JONES
VALERIE JONES


DOE:



RICHARD DOE
ROSE DOE
ABCD, LLC Operating Agreement
Page 17




                                  EXHIBIT A
                                LIST of MEMBERS

      Name and address of                         Percentage interest
                                                  Initial Capital
      Member
                                                  Contribution


      JANE AND JOHN SMITH                         (1/3)
      (Street/City/State/Zip)

      Rose and Richard Doe                        (1/3)
      (Street/City/State/Zip)

      Valerie and James Jones                     (1/3)
      (Street/City/State/Zip)