Operating Agreement Template Page 2
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161.6 Nonliability of Members. No Member shall be personally liable for the expenses,
debts, obligations or liabilities of the LLC, or for claims against it.
1.7
Representations and Warranties. Each Member represents and warrants to the
Company and each other Member and agrees that: (a) he or she has the authority and power to
execute this Operating Agreement and to perform its obligations hereunder; (b) that the Member
is acquiring his or her interest in the Company for the Member's own account as an investment
and without an intent to distribute the interest; and (c) the interests have not been registered
under the Securities Act of 1933 or any state securities laws, and may not be resold or transferred
by the Member without appropriate registration or the availability of an exemption from such
requirements.
ARTICLE 2
Terms; Dissolution
2.1 Term. The term of the Company shall continue until the Company is dissolved in
accordance with either the provisions of this Operating Agreement or the Act.
2.2 Dissolution. The Company shall be dissolved upon the occurrence of any of the
following events:
(a) The written agreement of at least two thirds of all the Members;
(b) The sale or other disposition of all or substantially all of the assets of the
Company or the permanent cessation of the Company's business operations.
Upon the occurrence of any dissolution hereunder, the affairs of the Company shall be
wound up in accordance with Article 9 and, immediately thereafter, the Company shall
terminate.
ARTICLE 3
Capital
3.1 Member's Capital Contributions. Each Member will pay $________ to fund its
initial capital account with an initial commitment of five (5) years. Each Member may make
additional capital contributions of at least $1,000.00 in increments of $1,000.00 at any time.
However, no Member's capital account shall exceed 25% of the capital accounts of all Members,
unless from time to time approved by a majority vote of all Members. Each Member’s Capital
Contribution will be set forth in Schedule A. Members who wish to dissociate early will be
penalized twenty percent (20%) for each year they dissociate prior to the expiration of their five-
year commitment.
3.2 Membership Interests. The Members shall have the membership interests in the
Company specified on Schedule A ("Membership Interests"). Schedule A shall be amended
from time to time to reflect the dissociation or admission of Members and/or any changes in the
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