Xyz Limited Liability Company Operating Agreement Page 8
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28for any loss or damage sustained by the Company or any Member, unless the loss or
damage shall have been the result of fraud, deceit, gross negligence, willful misconduct
or a wrongful taking by the Manager.
3.5
Managers Have No Exclusive Duty to Company. No Manager shall be
required to manage the Company as its sole and exclusive function and each Manager
may have other business interests and engage in activities in addition to those relating
to the Company. Neither the Company nor any Member shall have any right, by virtue
of this Operating Agreement, to share or participate in such other investments or
activities of any Managers or to the income or proceeds derived therefrom.
3.6
Annual Report. Managers shall cause an annual report to be made
available to the Members no later than ninety (90) days after the close of the fiscal year
or the calendar year adopted by the Company. This annual report shall be made
available at least 15 days before the annual meeting of Members to be held during the
next fiscal year and in the manner specified in this Operating Agreement for giving
Notice to the Members of the Company. The annual report shall contain a balance sheet
as of the end of the fiscal year and an income statement and statement of changes in
financial position for the fiscal year, accompanied by any report of independent
accounts or, if there is no such report, the certificate of a Manager that the statements
were prepared without audit from the books and records of Company.
Nothing herein shall be interpreted as prohibiting the Managers from issuing
other reports to the Members.
3.7
Indemnity of the Managers, Employees and Other Agents. The Company
shall, to the maximum extent permitted, indemnify and make advances for expenses to
each Managers, its employees, and other agents.
3.8
Resignation. Any Manager may resign at any time by giving written
Notice to the Members of the Company. The resignation of any Manager shall take
effect upon receipt of Notice thereof or at such later date specified in such Notice; and,
unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. The resignation of a Manager who is also a Member shall
not affect the Manager's rights as a Member and shall not constitute a withdrawal of a
Member.
3.9
Vacancies. Any vacancy occurring for any reason in the position of
Managers of the Company may be filled by the affirmative vote of Members holding a
Majority Interest. Any Manager's position to be filled by reason of an increase in the
number of Managers shall be filled by election at a meeting of Members called for that
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