Operating Agreement Template Page 4
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163.7 Liability of Members for Repayment of Capital. No Member shall have any personal
liability for the repayment of any capital contribution of any other Member.
3.8 Priority and Return of Capital. No Member shall have priority over any other
Member either as to the return of capital contributions or as to net profits or losses of the
Company; provided that this Section shall not apply to approved loans (as distinguished from
capital contributions) which a Member has made to the Company.
ARTICLE 4
Profits, Losses and Cash Distributions
4.1 Company Profits, Losses and Cash Distributions. All profits, losses and distributions
of cash or other property from the Company to the Members shall be allocated or distributed in
accordance with each Member's Membership Interest set forth on Schedule A, provided that
upon the dissolution of the Company all distributions of cash shall be made in accordance with
Article 9.
4.2 Priority & Timing. No Member shall have priority over any other Member with
regard to allocations of profit or losses or distributions from the Company. All distributions of
Company funds to the Members shall be made at such times as the Members may determine.
4.3 Tax Allocations. Tax allocations shall be made in compliance with applicable
provisions of the Internal Revenue Code of 1986, as amended, including Code Sections 704(c)
and 754, based upon the economic substance of each transaction.
ARTICLE 5
Meetings of Members
5.1 Meetings. Meetings of the Members for any purpose may be called by any Member
or Members holding at least ten percent (10%) of the Membership Interests.
5.2 Place of Meetings. The Members may designate any place, either within or outside
the State of Iowa, as the place of meeting for any meeting of the Members including meetings by
telephone or video conference call in which each participating Member may be heard by all other
participating Members. If no designation is made, the place of meeting shall be the principal
executive office of the Company.
5.3 Notice of Meetings. Written notice stating the place, day and hour of the meeting
and the purpose or purposes for which the meeting is called shall be delivered not less than three
(3) nor more than sixty (60) days before the meeting, either personally, by email, or by mail, by
or at the direction of the person calling the meeting, to each Member entitled to vote at such
meeting.
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