Operating Agreement Llc Page 5

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they must comply with Section 704 of the Internal Revenue Code and the corresponding
regulations.
Section B – Distributions
Subject to applicable law and limitations elsewhere in this Agreement, the members may
elect, to make a distribution of assets at any time that would not be prohibited under by
law or under this Agreement. The amount and timing of all distributions of cash, or other
assets, shall be determined by a unanimous vote of the Voting Members. All such
Distributions shall be made to those Members who, according to the books and records of
the Company, were the holders of record of Membership Interests on the date of
Distribution.
The Voting Members may base a determination that a distribution of cash may be made
on a balance sheet, profit and loss statement, cash flow statement of the Company or
other relevant information. Neither the Company nor any Members shall be liable for the
making of any Distributions in accordance with the provisions of this section.
No Member has the right to demand and receive any distribution from the Company in any
form other than money. No Member may be compelled to accept from the Company a
distribution of any asset in kind in lieu of a proportionate distribution of money being made to
other Members except on the dissolution and winding up of the Company.
Article V - Meetings & Voting
Section A - Notice of Meetings
If any action on the part of the Members is to be proposed at the meeting, then written
notice of the meeting must be provided to each Member entitled to vote not less than ten
(10) days or more than sixty (60) days prior to the meeting. Notice may be given in
person, by fax, by first class mail, or by any other written communication, charges prepaid,
at the Members’ address listed in Exhibit A, attached. The notice shall contain the date,
time and place of the meeting and a statement of the general nature of this business to be
transacted there.
Section B – Meetings
The Company shall have no predetermined annual or regular meetings of the Members.
However, any Member or Members with a collective ownership percentage of 20% or
more may call a meeting of the Members at any time.

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