Llc Operating Agreement (Page 3 of 5) in pdf

This Operating Agreement (“Agreement”) is entered into this _____ day of ________, 20___ by and

among all the Members of ________________________________ (“Company”) listed on Exhibit A.

____________________________ has formed an Indiana limited liability company under the laws

of the State of Indiana by the filing of Articles of Organization (“Articles”) pursuant to the Indiana Business

Flexibility Act, as amended (the “Act”).

This Agreement is subject to, and governed by the Act and the Articles. In the event of a direct conflict

between provisions of this Agreement and (a) the mandatory provisions of the Act or (b) the provisions of

the Articles, such provisions of the Act or the Articles, as the case may be, will be controlling over any con-

trary provision of this Agreement.

The capitalized terms in this Agreement shall have the meanings specified, as set forth in Exhibit D.

Other terms are defined in the text of this Agreement; and, throughout this Agreement, those terms shall

have the meanings respectively ascribed to them. Any term used but not defined in this Agreement shall have

the meanings set forth in the Act.

ARTICLE I.

Formation and Name: Office; Purpose; Term

Section 1.1. -Name of the Company. The name of the Company shall be

“_________________________________.” The Company may do business under that name and under

any other name or names which the Manager selects. If the Company does business under a name other than

that set forth in the Articles, then the Company shall file a trade name certificate as required by law.

Section 1.2 . -Purpose.

1.2.1 The overall purpose of the Company is to pool together the resources of the Members in a form

of business organization having the specific characteristics of the Company, so that they can be more effec-

tively managed and invested as a business to the end of increasing the profit derived from, and the value of,

such resources as a whole. The specific characteristics of the Company which have motivated the Members to

engage in this business include the following:

1.2.1.1. The ability to conduct business without an entity level federal income tax;

1.2.1.2 .The ability to separate management control in the Manager from the equity ownership of the

Members;

1.2.1.3. The ability to help protect the Property from the creditors of the Members through the

mechanism of such creditor having the status only of an assignee of an Interest;

1.2.1.4. The ability to limit the liability of Interest Holders to no more than the amounts of their re-

spective Capital Account;

1.2.1.6. The ability to decide whether certain transferees will be admitted with full ownership rights

and to select the individuals to whom the prior Members will allow voting rights and decision-making pow-

Llc Operating Agreement Page 3