Operating Agreement Template Page 13
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169.4 Return of Capital Contribution - Non-recourse. Except as provided by law or as
expressly provided in this Operating Agreement, upon dissolution, each Member shall look
solely to the assets of the Company for the return of his, her or its capital contribution. If the
Company property remaining after the payment or discharge of the debts and liabilities of the
Company is insufficient to return the capital contribution of a Member, such Member shall have
no recourse against any other Member.
ARTICLE 10
Amendment
This Operating Agreement may be amended at any time by written agreement of at least
two thirds (2/3) of all of the Members.
ARTICLE 11
Miscellaneous
11.1 Notices. All notices, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given on the date delivered in person or by email
to the party to whom notice is to be given, or two (2) calendar days after being deposited in the
United States mail, addressed to the party at his or her address as it appears on the books of the
Company, postage prepaid, return receipt requested.
11.2 Entire Agreement. This Operating Agreement constitutes the entire agreement
between the parties with respect to the Company, and there are no agreements, understandings,
warranties or representations between the parties, with respect to the Company except as set
forth herein.
11.3 Binding Effect. This Operating Agreement shall inure to the benefit of and bind the
respective successors and assigns of the parties.
11.4 Counterparts. This Operating Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11.5 Construction. As used in this agreement, the singular number shall include the
plural, the plural the singular, and the use of one gender shall be deemed applicable to all
genders. Captions are inserted only as a matter of convenience and in no way limit, define or
extend the scope of this Operating Agreement.
11.6 Applicable Law. This Operating Agreement shall be governed in accordance with
the laws of the State of Iowa.
11.7 Severability. If any provision of this Operating Agreement is determined to be
invalid or unenforceable, it shall not affect the validity or enforceability of the remaining
provisions hereof.
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