Xyz Limited Liability Company Operating Agreement Page 15
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28effective when all Members entitled to vote have signed the consent, unless the consent
specifies a different effective date.
5.11
Waiver of Notice. When any Notice is required to be given to any
Member, a waiver thereof in writing signed by the person entitled to such Notice,
whether before, at, or after the time stated therein, shall be equivalent to the giving of
such Notice.
ARTICLE VI
CAPITAL CONTRIBUTIONS
6.1
Initial Capital Contributions. The initial Capital Contributions of the
Members in cash or in other assets is shown on the attached Schedule A. Based on the
initial contributions, each original Member is shown as having the following the
Percentage Interest in the Company:
Members
Percentage Interests
John P. Smith
50%
Joseph R. Doe
50%
[Note: Some states will presume a majority interest upon foreclosure following a successful
charging order attack if there is a 50%-50% split of interest. Although we have left the even
split here for the sake of convenience, in reality you would usually want one party or the other to
have a majority ownership interest unless foreclosure is not a risk in your state. See your local
state laws to find out more.]
6.2
Allocation of Profit and Losses. All profits and losses of the Company and
each item of income, gain, loss, deduction or credit entering into the computation
thereof shall be allocated among and borne by the Members based on their Percentage
Interest as shown on the table above.
[or]
6.2
Allocation of Profit and Losses. All profits and losses of the Company and
each item of income, gain, loss, deduction or credit entering into the computation
thereof shall be allocated among and borne by the Members based on the Manager’s
discretion taking into consideration the Member’s Percentage Interest as shown on the
table above.
[The first provision divides the distributions according to Membership Interest. If foreclosure
following a charging order attack is a possibility and you are in a relationship with a high level of
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