Operating Agreement For Single Member Member Managed (Page 4 of 6) in pdf

6.2

Separate Accounts. The funds, assets, properties, and accounts of the Company

must be maintained separately, and may not be commingled with those of the Member or any

other person.

6.3

Fiscal Year. The fiscal year of the Company will be the calendar year.

DISSOLUTION AND WINDING UP

7.1

Events of Dissolution. The Company will dissolve upon the earlier of

(a) approval of dissolution by the Member or (b) such time as the Company has no members.

Neither the death, incompetency, or bankruptcy of the Member nor the assignment of the

Member's entire membership interest will dissolve the Company.

7.2

Winding Up and Liquidation. Upon the dissolution of the Company, the affairs

of the Company must be wound up by the Member. If the affairs of the Company are to be

wound up, a full account must be taken of the assets and liabilities of the Company, and the

assets of the Company must then be promptly liquidated. The proceeds must first be paid to

creditors of the Company in satisfaction of all liabilities and obligations of the Company,

including, to the extent permitted by law, liabilities and obligations owed to the Member as a

creditor. Any remaining proceeds may then be distributed to the Member. Property of the

Company may be distributed in kind in the process of winding up and liquidation.

7.3

Negative Capital Account. If the Member has a negative balance in the

Member's capital account upon liquidation of the Company, the Member will have no obligation

to make any contribution to the capital of the Company to make up the deficit, and the deficit

will not be considered a debt owed to the Company or any other person for any purpose.

INDEMNIFICATION AND LIABILITY LIMITATION

8.1

Indemnification. The Company must indemnify the Member to the fullest extent

permissible under the law of the state in which the articles of organization of the Company have

been filed, as the same exists or may hereafter be amended, against all liability, loss, and costs

(including, without limitation, attorneys’ fees) incurred or suffered by the Member by reason of

or arising from the fact that the Member is or was a member of the Company, or is or was

serving at the request of the Company as a manager, member, director, officer, partner, trustee,

employee, or agent of another foreign or domestic limited liability company, corporation,

partnership, joint venture, trust, benefit plan, or other enterprise. The Company may, by action

of the Member, provide indemnification to employees and agents of the Company who are not

members. The indemnification provided in this section will not be exclusive of any other rights

to which any person may be entitled under any statute, agreement, resolution of the Member,

contract, or otherwise.

8.2

Limitation of Liability. The Member is not liable to the Company for monetary

damages resulting from the Member’s conduct except to the extent that the Act, as it now exists

4 - Operating Agreement

Operating Agreement For Single Member Member Managed Page 4