Operating Agreement Of Company printable pdf download

OPERATING AGREEMENT

“ENTITY NAME”

General. The undersigned, being all of the members of ENTITY NAME, an

STATE AND TYPE OF ENTITY (“Company”), make this Operating Agreement

(“Agreement”) to organize and govern the Company.

This Agreement is entered into as

_________________, 20__. The initial parties to this Agreement and any other person or

persons who may come to hold ownership interests in the Company and become parties to this

Agreement, whether as members (“members”) or otherwise, agree to conduct the Company’s

affairs in a manner consistent with the STATE AND TYPE OF ENTITY Act, as amended

(“Act”), the Company’s Articles of Organization (“Articles”) and this Agreement. In the event

of any conflict, this Agreement shall control to the extent permitted by law. The provisions of

this Agreement are for the regulation of members and the Company, are not intended for the

benefit of non-member creditors and do not grant any rights to non-member creditors.

Term. The Company was formed by the filing of the Articles with the Secretary

of State of STATE on DATE OF FILING. The Company shall have perpetual existence unless

and until dissolved in accordance with this Agreement.

Purpose. The purpose of the Company shall be to rent or acquire real property,

develop a vineyard thereon and cultivate, operate, manage and otherwise deal with the real

property and improvements thereon, including the vineyard, and products thereof (collectively,

along with any and all other assets the Company may from time to time acquire and continue to

hold, the “Company Property”). The Company may have such other purposes as are permitted

under the Act and are determined from time to time by members holding percentage interests

totaling more than 50% (a “Majority of the Members”).

Membership Interests. Membership interests in the Company shall be expressed

in percentages.

MEMBER’S NAMES holds a one hundred percent (100%) membership

interest in the Company.

Management by One or More Managers; Execution of Documents. The

Company is manager-managed as provided in the Articles and this Agreement and shall have at

least one manager. Each manager shall have authority to make all decisions with respect to the

Company except for those matters that under Section 8 or any other provision of this Agreement

that require member approval. In addition, each manager shall have authority to exercise day-to-

day operating authority with respect to the Company. Each manager shall have authority to

execute documents on behalf of the Company, and, provided that any member approval required

under this Agreement has been obtained, the signature of a manager on behalf of the Company

shall be binding on the Company. No member in the capacity of member shall have authority to

bind the Company.

Appointment of Manager. Each of MEMBER’S NAMES shall be a manager

with unilateral authority to take any action permitted to be taken by the manager on behalf of the

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Operating Agreement Of Company