Xyz Limited Liability Company Operating Agreement Page 5
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28provision is for use when the Company shall be Member-Managed.]
3.2
Number, Tenure and Qualifications. The Company shall initially have
two (2) Managers (hereinafter referred to as Managers) elected by the Members. A
Manager's right to act as a Manager shall terminate upon the earlier of the sale by
Manager of its entire Membership Interest, or upon such Manager's resignation or
termination by majority vote of the Members. Upon the resignation or termination of a
Manager's right to act as a Manager, Members shall have the right to appoint a new
Manager. The Managers and their addresses are as follows:
John P. Smith
Joseph R. Doe
277 N. University Avenue
275 N. University Avenue
Provo, UT 84601
Provo, UT 84601
[or]
3.2
Number, Tenure and Qualifications. The Company shall initially have
two (2) Managers (hereinafter referred to as Managers) elected by the Members. A
Manager's right to act as a Manager shall terminate upon the earlier of the Manager's
resignation or termination by unanimous vote of the Members. Upon the resignation or
termination of a Manager's right to act as a Manager, Members shall have the right to
appoint a new Manager. The Managers and their addresses are as follows:
John P. Smith
Joseph R. Doe
277 N. University Avenue
275 N. University Avenue
Provo, UT 84601
Provo, UT 84601
[The first provision is for use when business partners come together to form an LLC. This allows
the Members more control over the LLC, but makes the LLC more at risk for a successful
charging order attack. The second provision offers the Manager the most control, making the
LLC less at risk in the event of a charging order attack, but offers the Members little control over
what the Manager does. In the case of a husband and wife or family held LLC, the protection of
the second provision likely outweighs any downside.]
3.3
Duties and Authority of Managers. Subject to the restrictions upon
Managers under this Operating Agreement, Managers may exercise any powers
necessary to provide all needed services with respect to the operation and management
of the Company, including, without limitation, those referenced below:
a.
To obtain, sell, convey, mortgage, encumber, lease, exchange, pledge,
partition, plat, subdivide, improve, repair, surrender, abandon or otherwise deal
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