Llc Operating Agreement (Sample) (Page 12 of 32) in pdf

Section 5.9 Tax Matters Partner. [Owner/Founder] shall act as the “Tax Matters Partner” under the

Internal Revenue code of 1986, as amended. The Tax Matters Partner shall, within fifteen (15) business

days of receipt thereof, forward to each Member a photocopy of any correspondence relating to the

Company received from the Internal Revenue Service that relates to matters that are of material

importance to the Company and/or its Members. The Tax Matters Partner shall, within fifteen (15)

business days thereof, advise each Member in writing of the substance of any conversation held with any

representative of the Internal Revenue Service that relates to matters that are of material importance to

the Company and/or such specific Members. Any reasonable costs incurred by the Tax Matters Partner

for retaining accountants and/or attorneys on behalf of the Company in connection with any Internal

Revenue Service inquiry or audit of the Company shall be charged as expenses of the Company. The Tax

Matters Partner shall provide each Interest Holder with copies of any notices of judicial or administrative

proceedings and any other information required by law. The Company expenses of such proceedings

shall be paid by the Company out of its assets. With respect to any such matter, the Tax Matters Partner

shall be entitled to make all decisions and enter into any agreements on behalf of the Company, which in

his or her sole discretion are deemed to be reasonable under the circumstances. In any event, the Tax

Matters Partner shall not be obligated to contest or otherwise challenge any adjustments made by the

Internal Revenue Service. The Manager shall not be required to furnish additional funds to the Company

for purposes of entering into or pursuing any proceedings on behalf of the Company. Each Member who

elects to participate in any proceedings with respect to such matters shall be responsible for any expenses

incurred by such Member in connection with such proceedings.

Section 5.10 Outside Activities. Subject to the provisions of any employment agreement, the Manager,

on the Manager’s own account or in conjunction with others, shall be authorized to engage in other

business activities or possess interests in other ventures notwithstanding the Manager’s duties and

responsibilities as the Manager of the Company. Notwithstanding the foregoing restrictions, the

Manager, and any Affiliates of the Manager, shall not be obligated to present to the Company any

particular investment opportunity that may come to their attention even if such opportunity is of a

character that might be suitable for investment by the Company or its Members.

Section 5.11 Resignation or Removal of Manager. At any time, [Owner/Founder] may resign as

Manager upon giving at least ninety (90) days prior written notice to the other Members. Any successor

Manager may resign upon giving at least ninety (90) days prior written notice to the other Members. A

Manager may be removed as Manager only for cause, as defined in any employment agreement, as

determined by the affirmative vote of the Class Members owning one hundred percent (100%) of the

outstanding Membership Units of the Company as a group, including any Units owned by the Manager or

the Manager’s Affiliates. The withdrawal of the Manager shall be deemed to include:

The death of the acting Manager;

The dissolution of a corporate Manager (provided that, to the extent allowed under the Act and to the

extent consistent with relevant Regulations, the inadvertent dissolution and loss of corporate charter by a

corporate Manager shall not constitute a dissolution for purposes of this Agreement if its corporate status

is reinstated with reasonable promptness after discovery of such loss of charter); or

The dissolution of a Manager that is a partnership or another limited liability company. The effective

date of a withdrawal under this Section 5.11 shall be the date of the event giving rise to the withdrawal.

Section 5.12 Replacement of Manager. In the event of the withdrawal of the Manager, the Members

holding a majority of all the outstanding Class A Membership Units of the Company as a group, held by

the Manager, may elect one or more successor Manager(s). Any powers exercisable by the Manager

under this Agreement or otherwise shall be exercisable by any successor Manager(s). If a successor

Manager is not elected, any powers conferred upon the Manager under this Agreement shall be

exercisable by the Members pursuant to the Act. Other than as set forth in Section 5.11, the withdrawing

Manager is not required to withdraw as a Member.

Llc Operating Agreement (Sample) Page 12

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