Template Operating Agreement: Worker Cooperative Llc With A Permanent Capital Member Page 8
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26(1) Notice of a vote to remove under Section 2.7(a)(2) must be mailed or given to
the removed Member no later than five (5) days after such vote and must inform the removed
Member that he or she has thirty (30) days from the vote to remove to make a written request
for a review of the vote to remove.
(2) If, and only if, the removed Member makes a written requests for a review of
the vote to remove within thirty (30) days of such vote, then a meeting of Active and
Provisional Members shall be convened solely for the purpose of reviewing the removal. At
such review meeting, the removed Member shall be afforded a reasonable opportunity to
address the Active and Provisional Members present.
(3) The Active and Provisional Members do not, at or within 30 days of the
review meeting, vote to reinstate the removed Member to his or her previous status as an
Active or Provisional Member or, if such Member was an Active Member, vote to reinstate
the Member as a Provisional Member pursuant to Section 2.2(d).
(4) The absence of a positive vote to reinstate the removed Member within
30 days of the review meeting shall be deemed a vote not to reinstate such Member.
(c) The Permanent Capital Member is not subject to removal as a Member.
2.8 Transfers of Interests. No Member shall have the right to sell, transfer, pledge,
encumber or otherwise dispose of all or any part of such Member’s membership interest.
2.9 Other Activities. Neither any Active or Provisional Member nor the Permanent
Capital Member may engage in any activities which compete with the business of the Company.
Each Member may engage in any noncompeting business or other activity of his or her choice
independent of the Company without having or incurring any obligation to offer any interest in
such noncompeting business or activity to the Company or to any other Member, provided that,
the Member takes all reasonable steps to ensure clients of such noncompeting business or other
activity understand the business or activity is unrelated to the Company.
2.10 Confidentiality. Each Member recognizes that he, she or it will receive
information about the Company and its operations which is confidential and proprietary to the
Company. Each Member agrees to keep such information about the Company received in his or
her capacity as a Member confidential and agrees not to disclose that information to any other
Person, other than disclosures necessary and appropriate to the conduct of the Company’s
business.
Section 3.
Meetings of Active Members
3.1 Place of Meetings. Meetings shall be held at any place within the State of
[STATE] stated in any proper notice of meeting.
3.2 Types of Members at Meetings. Except for meetings pursuant to Section 2.7(b),
Section 8.1(a), Section 9.2, or Section 9.3 only Active and Provisional Members may attend
meetings. Notwithstanding the foregoing, unless a majority of Active and Provisional Members
present at such a meeting object, any Active or Provisional Member attending a meeting may
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