Single Member Llc Operating Agreement (Page 3 of 6) in pdf

Single Member Llc Operating Agreement Page 3

5.02 Allocation of Votes. The Original Member shall have the exclusive right to vote

on LLC matters; provided that upon admission of additional Members, each Member

shall have the right to vote on each LLC matter in accordance with his Percentage

Interest in the LLC.

5.03 Agency. The Original Member shall have the power, right and authority to act

as agent for the LLC on all LLC matters.

ARTICLE VI

Assignments and New Members

6.01 Restrictions on Assignment of Interests. No member shall make or effect an

Assignment of all, or any part of, such Original Member’s Interest, except with the

consent of the Original Member. A creditor shall only obtain an assignment in

membership interest, not the actual transfer of Membership in the LLC.

6.02 Admission of New Members. No person or entity shall be admitted as a new

Member of the LLC except with the consent of the Original Member, issuance of a

new interest in the Company and/or a sale of a current percentage of the Original

Member’s interest.

ARTICLE VII

Duties of Members

7.01 Duties of Members. Each Member shall use his or her best efforts to promote

the business of the LLC.

7.02 Duties of Care, Good Faith and Loyalty. In his actions as member of the LLC,

each Member

(i) shall use the same care as he would use in conducting his own affairs;

(ii) shall act in good faith;

(iii) shall act with the utmost loyalty toward the LLC.

ARTICLE VIII

Records and Reports

8.01 Books of Accounts. The LLC shall maintain proper books of account, which shall

comply with all applicable federal income tax regulation and with generally accepted

accounting practices as applicable to limited liability companies.

8.02 Annual Reports Relating to Tax Return Preparation. The LLC shall prepare and

deliver to the Members written reports which shall contain all information that is

reasonably necessary to enable the Members to prepare their federal income tax

returns.

ARTICLE IX

Single Member Llc Operating Agreement Page 3