Xyz Limited Liability Company Operating Agreement Page 12
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28[Continuity of Life Provision]
4.9
Member Incompetence or Death. If a Member, who is an individual, dies
or a court of competent jurisdiction decrees him to be incompetent to manage his
person or his property, such Member's executor, administrator, guardian, conservator,
or other legal representative has:
a.
Power to exercise all of the rights of the Member for the purpose of
settling or administering the Member's property;
b.
Power to assign the Member's interest in accordance with this
Operating Agreement and the Articles of Organization for the
Company;
[or]
4.9
Member Incompetence or Death. If a Member, who is an individual, dies
or a court of competent jurisdiction decrees him to be incompetent to manage his
personal or his property, the LLC shall be dissolved unless a majority of the remaining
Members elect to continue the LLC within 90 days of the death or incompetence of a
Member.
[This provision determines if your LLC has Continuity of Life. It is one of the four corporate
characteristics that you can pick from in an LLC. You should only have two of the four
characteristics, and we expect you want the limited liability/corporate shield option. That means
you can only choose one of the remaining three options of free transferability, continuity of life,
or centralized management (manager managed). So if you do wish to pick this option of
continuity of life, by choosing the first provision above, you will not be able to pick either of the
other two options. If you have chosen to have your LLC be manager managed, then you will have
to pick the second option in 4.9 above. If your LLC is member managed and you pick the first
option of section 4.8 then pick the second option above in 4.9. If your LLC is member managed
and you have picked the second option of section 4.8, pick the first option above in 4.9.]
4.10
Member Loan. Any Member may loan money to the Company. Such a
loan to the Company shall be at a reasonable rate of interest. Except as provided by
law, the lending Member has the same rights and risks as any person making a loan to
the Company who is not a Member.
ARTICLE V
MEETINGS OF MEMBERS
5.1
Meetings. There shall be an annual meeting of Members to be held within
12
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