Llc Operating Agreement (Sample) (Page 19 of 32) in pdf

necessary or advisable in connection with any of the foregoing, hereby giving such attorney-in-fact full

power and authority to do and perform each and every act or thing whatsoever requisite or advisable to

be done and performed in connection with the foregoing as fully as such Interest Holder might or could

do and perform personally, and hereby ratifying and confirming all that any such attorney-in-fact shall

lawfully do and perform or cause to be done and performed by virtue thereof or hereof.

Section 11.2 Nature as Special Power. The power of attorney granted pursuant to this Section:

Is a special power of attorney coupled with an interest, and is irrevocable;

May be exercised by any such attorney-in-fact by listing the Interest Holders executing any agreement,

certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as

attorney-in-fact for such Interest Holders; and

Shall survive the death, disability, legal incapacity, Bankruptcy, insolvency, dissolution or cessation of

existence of an Interest Holder and shall survive the delivery of an assignment by an Interest Holder of the

whole or a portion of his/her/its interest in the Company, except that where the assignment is of such

Interest Holder’s entire interest in the Company and the assignee, with the consent of the Manager, is

admitted to the Company as a Member, the power of attorney shall survive the delivery of such

assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

Section 12: Amendment

Section 12.1 Required Vote as to Non-Economic Matters. With respect to any matters not specifically

set forth in Section 12.2 hereof, the required vote for the approval of any proposed amendment to this

Agreement shall be a Majority in Interest of the Members. The Manager, in consultation with the

Company’s legal counsel, shall make the determination of whether a proposed amendment shall

constitute a matter for approval pursuant to this Section 12.1.

Section 12.2 Unanimous Consent for Certain Amendments. Notwithstanding the provisions of

Section 12.1 hereof, if the effect of any proposed amendment to this Agreement or to the Articles of

Organization would be to increase the liability of the Members, or to change the contributions required of

the Members, the rights and interest of any Member in distributions from the Company or any Members’

rights upon liquidation of the Company, such proposed amendment shall be adopted only upon the

unanimous written consent of all the Members.

Section 13: Miscellaneous Provisions

Section 13.1 Books. All of the books of account, records, and data, together with an executed copy of

the Articles of Organization and any amendments thereto, shall at all times be maintained at the principal

office of the Company, or at such other place as is designated by the Manager.

Section 13.2 Banking. All funds of the Company shall be deposited in its name in such checking

account or in other accounts as shall be designated by the Manager. All withdrawals therefrom are to be

made upon checks signed by those Persons who may from time to time be designated by the Manager.

Section 13.3 Accountants. All financial statements requiring delivery to the Members under this

Agreement shall be audited by Certified Public Accountants chosen by the Manager. Such statements

shall be prepared in accordance with the accounting procedures and elections as may be determined from

time to time by the Manager in consultation with such accountants.

Section 13.4 Notices. All notices required under this Agreement shall be in writing and shall be deemed

to have been given and effective three days following deposit of same in a receptacle of the United States

Postal Service by certified or registered mail, postage prepaid, or upon personal delivery or transmittal by

electronic means. Notices shall be addressed as follows, or at such other addresses designated by notice

to the Company: (i) if to the Company or to the Manager, at the principal office thereof set forth in

Section 1.3 hereof; (ii) if to any Interest Holder, at the address set forth in Exhibit A, as may be amended

from time to time.

Section 13.5 Further Assurances. The parties hereto shall execute, acknowledge and deliver such

Llc Operating Agreement (Sample) Page 19

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