Operating Agreement Template Page 6
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16written consents describing the action taken, signed by each Member entitled to vote and
delivered to the Company for inclusion in the minutes or filing with the Company records.
Action taken under this Section is effective when all Members entitled to vote have signed the
consent, unless the consent specifies a different effective date. The record date for determining
Members entitled to take action without a meeting shall be the date the first Member signs a
written consent.
5.10 Waiver of Notice. When any notice is required to be given to any Member, a
waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after
the time stated therein, shall be equivalent to the giving of such notice.
ARTICLE 6
Management and Administrative Policies
6.1 Authority; Reliance by Third Parties; Management Committee. Officers. The
Members shall have the authority to manage the business of the Company. Such authority shall
include, without limitation, the authority to purchase, sell, mortgage, lease, and otherwise
dispose of property, both real and personal, to hire employees, to contract with third parties for
services and to borrow money and otherwise pledge the credit of the Company. The signature of
any one Member alone shall be sufficient to bind the Company provided the Member so acting is
acting with the consent of a majority of Members, and every document thus executed by a
Member shall be conclusive evidence in favor of every person relying in good faith thereon or
claiming thereunder that at the time of the delivery thereof: (i) this Company was in existence;
(ii) this Operating Agreement had not been amended in any manner so as to restrict such
authority; and (iii) the execution and delivery of such documents were duly authorized under this
Article; unless, however, the acting Member has no authority to act for the Company in a
particular matter and the person with whom that Member is dealing has knowledge of the fact
that the Member has no such authority. If a Member binds the Company, but did not have the
authority to so act under this Operating Agreement (including by failing to obtain necessary
consents from other Members), in addition to any other remedy at law or in equity that may be
available against such Member, the Member shall be liable for all damages caused by his or her
breach of this Operating Agreement.
Each Member is required to actively participate in the Company, which participation may
consist of attending meetings, soliciting new members, identifying food and farm enterprises in
need of funds, vetting applications, assisting with the management of the fund, discussing and
voting on lending proposals, and, from time to time, serving as an officer of the Company.
The Members may appoint a managing Member or a management committee consisting
of two or more Members or their representatives to which the Members may delegate such
rights, duties and responsibilities as they shall determine from time to time except that decisions
regarding the making, modification or renewal of loans may not be delegated by any Member to
another Member. Such delegation shall not relieve the Members of their responsibility for
managing the business of the Company or affect their ability to bind the Company in dealings
with third parties.
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