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

made to the Member and with all losses and deductions (including deductions attributable to tax-

exempt income) of the Company.

PROFITS AND LOSSES AND DISTRIBUTIONS

4.1

Profits and Losses. The entire net profit or net loss of the Company for each

fiscal year will be allocated to the Member and must be reported by the Member on all federal,

state, and local income and other tax returns required to be filed by the Member.

4.2

Distributions. Subject to the restrictions governing distributions under the Act,

distributions of cash or property may be made from time to time by the Company to the Member,

as the Member directs. But the assets of the Company may not be used to pay the separate

expenses of the Member, to make personal investments for the account of the Member, or for

any other purpose not related to the business of the Company.

ADMINISTRATION OF COMPANY BUSINESS

5.1

Management. The Member has the sole right to manage and conduct the

Company’s business. Actions by the Member relating to the management of the Company may

be memorialized in written resolutions signed by the Member, but written resolutions are not

required to authorize action by the Member.

5.2

Authority of Member. The Member is the agent of the Company and has

authority to bind the Company on all matters. The authority of the Member includes, without

limitation, the authority to: (a) sell, lease, exchange, mortgage, pledge, or otherwise transfer or

dispose of all or substantially all of the property or assets of the Company; (b) merge the

Company with any other entity; (c) amend the articles of organization of the Company or this

agreement; (e) change the nature of the business of the Company; or (f) commence a voluntary

bankruptcy case for the Company.

5.3

Compensation and Reimbursement. The Member is not entitled to the payment

of any salary or other compensation for services provided to the Company. The Member is,

however, entitled to reimbursement from the Company for reasonable expenses incurred on

behalf of the Company, including expenses incurred in the formation, dissolution, and

liquidation of the Company.

ACCOUNTING AND RECORDS

6.1

Books and Records. The Company may keep such books and records relating to

the operation of the Company as are appropriate and adequate for the Company's business. The

books and records are to be available for inspection by the Member at the principal office of the

Company.

3 - Operating Agreement

Operating Agreement For Single Member Member Managed Page 3