Operating Agreement Template Page 8
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16Members are expected to make prompt disclosure to the other Members of any fact or
circumstance that may create, or have the appearance of creating, a conflict of interest.
Notwithstanding the foregoing, it is not considered a conflict of interest for a member to invest
individually in a business that previously applied to the Company for a loan but whose
application to the Company was denied.
6.4 Exculpation and Indemnification.
(a)
Exculpation. The doing of any act or the failure to do any act by a
Member, the effect of which may cause or result in loss or damage to the
Company or its property, shall not subject such Member to any personal liability
to the Company, or to the other Members, unless the Member's acts or omissions
constituted bad faith, gross negligence, willful misconduct, or fraud, or violated
Section 6.2.
(b)
Indemnification. The Company shall indemnify the Members and make
advances for expenses to the maximum extent permitted under the Act. The
Company shall indemnify its employees and other agents to the fullest extent
permitted by law, provided that such indemnification in any given situation is first
approved by the Members. The right to indemnification under this Section shall
be fully vested with respect to any matter occurring while this Section was in
effect. No amendment of this Section shall have any retroactive effect except as
to enhance such right for the benefit of the indemnitee. Any indemnity under this
Section 6.4(b) shall be provided out of and to the extent of Company assets only
and no Member shall have any personal liability on account thereof.
The
Members' rights of contribution under local law shall not be abrogated by this
Section.
6.5 Other Business Ventures. Each of the Members may engage independently or with
others in other business ventures of every nature or description, and neither the Company nor any
Member shall have any rights in or to such independent ventures or the income or profits derived
therefrom.
6.6 Bank Accounts; Records; Reports.
(a)
All funds of the Company shall be deposited in its name in such checking
account or other bank accounts as shall be designated by the Members.
Withdrawals shall be on such signatures as may be determined by the Members
from time to time.
(b)
The Members shall keep or cause to be kept true and full books of
account, in which shall be recorded the transactions of the Company, all of which
shall at all times be maintained at the principal office of the Company, or at such
other office as shall be designated for such purpose by the Members, and shall be
open for inspection and examination of the Members or their representatives at
any reasonable time.
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