Operating Agreement Template Page 7
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16The officers of the Company shall consist of a President, Vice President, Secretary and
Treasurer. These offices shall be filled annually by volunteers who are Members. Should more
than one Member choose to volunteer for a post, a secret ballot shall be taken at an annual
meeting, and the post shall be filled by the Member who receives the majority vote. New
officers shall assume the duties of their respective offices at the next periodic meeting. Officers
may succeed themselves in the same office.
Notwithstanding the foregoing in this section 6.1, no Member shall:
(a) Have the right or authority to bind or obligate the Company to any extent whatsoever
with regard to any matter outside the scope of the Company’s purpose;
(b) Use the Company name, credit or property for other than Company purposes; or
(c) Do any act detrimental to the interests of the Company or which would make it
impossible to carry on the purpose of the Company.
6.2 Fiduciary Duty; Devotion of Time; Compensation; Conflict of Interest Policy. Each
Member shall exercise his or her powers and discharge his or her duties in good faith with a view
to the interests of the Company and its Members with that degree of diligence, care and skill that
ordinarily prudent persons would exercise under similar circumstances in like positions. Each
Member shall devote so much of his or her time to the business of the Company as the
requirements of such business may dictate from time to time. No Member shall be compensated
for his services to the Company, except as is expressly provided in this Operating Agreement,
but each Member shall be entitled to charge the Company, or to be reimbursed by the Company,
for all reasonable out of pocket expenses actually incurred by him or her and paid to third parties
in connection with the Company business.
6.3 No Conflicts of Interest. Members will avoid situations that present an actual or
potential conflict between their interest and the interest of the Company.
A conflict of interest arises where a Member or a member of his or her immediate family,
has a legal or beneficial interest, whether direct or indirect, as a member, owner, director, officer,
volunteer or paid professional, lessor, broker or investor in an enterprise or has a special,
personal, business or family relationship with an enterprise:
(a) from which the Company purchases or leases services, equipment, supplies or real
estate (or an interest therein);
(b) which renders investment, managerial, consulting or other services to the Company;
(c) which has a pecuniary or business relationship with the Company; or
(d) which receives loans from the Company.
For example, the Company shall not make loans to, or borrow from, any Member. No Member
can vote on whether to make a particular loan if that Member has a financial interest in the
proposed borrower.
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