Xyz Limited Liability Company Operating Agreement Page 9
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28purpose or by the Members' unanimous written consent. A Manager elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office and shall
hold office until the expiration of such term and until his successor shall be elected and
qualified or until his earlier death, resignation or removal. A Manager chosen to fill a
position resulting from an increase in the number of Managers shall hold office until his
successor shall be elected and qualified, or until his earlier death, resignation or
removal.
[or]
3.9
Vacancies. Any vacancy occurring for any reason in the position of
Managers of the Company may be filled by the unanimous affirmative vote of Members
holding an Interest. An increase in the number of Managers shall be permitted upon a
unanimous affirmative vote of Members holding an 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 purpose or by the Members' unanimous written
consent. A Manager elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office and shall hold office until the expiration of such term and until
his successor shall be elected and qualified or until his earlier death, resignation or
removal. A Manager chosen to fill a position resulting from an increase in the number
of Managers shall hold office until his successor shall be elected and qualified, or until
his earlier death, resignation or removal.
[The first provision is for arm’s length business partners. It allows the Members to protect their
interests against Manager malfeasance or incompetence. The second provision is for closer
partners where there is complete trust, such as husband and wife LLCs. The second provision
provides some protection against a charging order attack not found in the first provision.]
ARTICLE IV
RIGHTS AND OBLIGATIONS OF MEMBERS
4.1
Names and Addresses. The names and addresses of the original Members
are set forth in this Operating Agreement. The names, addresses, and Percentage
Interest of all Members shall be set forth in Schedule B. Upon the written request of any
Member, the Managers shall provide a list showing the names, addresses and interests
and of all Members.
4.2
Limitation of Liability. Each Member's liability shall be limited as set
forth in this Operating Agreement, the Act and other applicable law.
4.3
Company Debt Liability. A Member will not be personally liable for any
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