Operating Agreement Template For Member-Managed Limited Liability Company (Page 5 of 7) in pdf

(2) Restrictions on the Transfer of Membership: A member shall not transfer his or her membership in the LLC unless

all non-transferring members in the LLC first agree to approve the admission of the transferee into this LLC. Further, no

member may encumber a part or all of his or her membership in the LLC by mortgage, pledge, granting of a security

interest, lien or otherwise, unless the encumbrance has first been approved in writing by all other members of the LLC.

Notwithstanding the above provision, any member shall be allowed to assign an economic interest in his or her

membership to another person without the approval of the other members. Such an assignment shall not include a

transfer of the member's voting or management rights in this LLC, and the assignee shall not become a member of the

LLC.

VI. DISSOLUTION PROVISIONS

(1) Events That Trigger Dissolution of the LLC: The following events shall trigger dissolution of the LLC, except as

provided:

(a) the death, permanent incapacity, bankruptcy, retirement, resignation or expulsion of a

____________

member, except that within

of the happening of any of these events, all remaining members

of the LLC may vote to continue the legal existence of the LLC, in which case the LLC shall not dissolve;

(b) the expiration of the term of existence of the LLC if such term is specified in the Articles of Organization,

Certificate of Formation or a similar organizational document, or this operating agreement;

(d) entry of a decree of dissolution of the LLC under state law.

VII. GENERALPROVISIONS

(1) Officers: The LLC may designate one or more officers, such as a President, Vice President, Secretary and Treasurer.

Persons who fill these positions need not be members of the LLC. Such positions may be compensated or non-

compensated according to the nature and extent of the services rendered for the LLC as a part of the duties of each

office. Ministerial services only as a part of any officer position will normally not be compensated, such as the

performance of officer duties specified in this agreement, but any officer may be reimbursed by the LLC for out-of-

pocket expenses paid by the officer in carrying out the duties of his or her office.

(2) Records: The LLC shall keep at its principal business address a copy of all proceedings of membership meetings, as

well as books of account of the LLC's financial transactions. A list of the names and addresses of the current

membership of the LLC also shall be maintained at this address, with notations on any transfers of members' interests to

nonmembers or persons being admitted into membership in the LLC.

Copies of the LLC's Articles of Organization, Certificate of Formation or a similar organizational document, a

signed copy of this operating agreement, and the LLC's tax returns for the preceding three tax years shall be kept at the

principal business address of the LLC. A statement also shall be kept at this address containing any of the following

information that is applicable to this LLC:

• the amount of cash or a description and value of property contributed or agreed to be contributed as capital to

the LLC by each member;

• a schedule showing when any additional capital contributions are to be made by members to this LLC;

• a statement or schedule, if appropriate, showing the rights of members to receive distributions representing a

return of part or all of members' capital contributions; and

• a description of, or date when, the legal existence of the LLC will terminate under provisions in the LLC's

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

agreement.

If one or more of the above items is included or listed in this operating agreement, it will be sufficient to keep a copy of

this agreement at the principal business address of the LLC without having to prepare and keep a separate record of

such item or items at this address. Any member may inspect any and all records maintained by the LLC upon

reasonable notice to the LLC. Copying of the LLC's records by members is allowed, but copying costs shall be paid for

by the requesting member.

Operating Agreement Template For Member-Managed Limited Liability Company Page 5

Related Articles

Related forms

Related Categories