Operating Agreement Template For Member-Managed Limited Liability Company (Page 2 of 7) in pdf

(5) Membership Voting: Except as otherwise may be required by the Articles of Organization, Certificate of Formation

or a similar organizational document, other provisions of this operating agreement, or under the laws of this state, each

member shall vote on any matter submitted to the membership for approval in proportion to the member's percentage

interest in this LLC. Further, unless defined otherwise for a particular provision of this operating agreement, the phrase

"majority of members" means the vote of members whose combined votes equal more than 50% of the votes of all

members in this LLC.

(6) Compensation: Members shall not be paid as members of the LLC for performing any duties associated with such

membership, including management of the LLC. Members may be paid, however, for any services rendered in any other

capacity for the LLC, whether as officers, employees, independent contractors or otherwise.

(7) Members' Meetings: The LLC shall not provide for regular members' meetings. However, any member may call a

meeting by communicating his or her wish to schedule a meeting to all other members. Such notification may be in

person or in writing, or by telephone, facsimile machine, or other form of electronic communication reasonably

expected to be received by a member, and the other members shall then agree, either personally, in writing, or by

telephone, facsimile machine or other form of electronic communication to the member calling the meeting, to meet at a

mutually acceptable time and place. Notice of the business to be transacted at the meeting need not be given to members

by the member calling the meeting, and any business may be discussed and conducted at the meeting. If all members

cannot attend a meeting, it shall be postponed to a date and time when all members can attend, unless all members who

do not attend have agreed in writing to the holding of the meeting without them. If a meeting is postponed, and the

postponed meeting cannot be held either because all members do not attend the postponed meeting or the non-attending

members have not signed a written consent to allow the postponed meeting to be held without them, a second postponed

meeting may be held at a date and time announced at the first postponed meeting. The date and time of the second

postponed meeting shall also be communicated to any members not attending the first postponed meeting. The second

postponed meeting may be held without the attendance of all members as long as a majority of the percentage interests

of the membership of this LLC is in attendance at the second postponed meeting. Written notice of the decisions or

approvals made at this second postponed meeting shall be mailed or delivered to each non-attending member promptly

after the holding of the second postponed meeting. Written minutes of the discussions and proposals presented at a

members' meeting, and the votes taken and matters approved at such meeting, shall be taken by one of the members or a

person designated at the meeting. A copy of the minutes of the meeting shall be placed in the LLC's records book after

the meeting.

(8) Membership Certificates: This LLC shall be authorized to obtain and issue certificates representing or certifying

membership interests in this LLC. Each certificate shall show the name of the LLC, the name of the member, and state

that the person named is a member of the LLC and is entitled to all the rights granted members of the LLC under the

Articles of Organization, Certificate of Formation or a similar organizational document, this operating agreement and

provisions of law. Each membership certificate shall be consecutively numbered and signed by one or more officers of

this LLC. The certificates shall include any additional information considered appropriate for inclusion by the members

on membership certificates. In addition to the above information, all membership certificates shall bear a prominent

legend on their face or reverse side stating, summarizing or referring to any transfer restrictions that apply to

memberships in this LLC under the Articles of Organization, Certificate of Formation or a similar organizational

document and/or this operating agreement, and the address where a member may obtain a copy of these restrictions

upon request from this LLC. The records book of this LLC shall contain a list of the names and addresses of all persons

to whom certificates have been issued, show the date of issuance of each certificate, and record the date of all

cancellations or transfers of membership certificates.

(9) Other Business by Members: Each member shall agree not to own an interest in, manage or work for another

business, enterprise or endeavor, if such ownership or activities would compete with this LLC’s business goals, mission,

profitability or productivity, or would diminish or impair the member's ability to provide maximum effort and

performance in managing the business of this LLC.

III. TAX AND FINANCIAL PROVISIONS

(1) Tax Classification of LLC: The members of this LLC intend that this LLC be initially classified as a

____________________________

for federal and, if applicable, state income tax purposes. It is understood that all

members may agree to change the tax treatment of this LLC by signing, or authorizing the signature of, IRS Form 8832,

Operating Agreement Template For Member-Managed Limited Liability Company Page 2

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