Operating Agreement Llc Page 8
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11Unless otherwise provided by law or expressly assumed, a person who is a Member or
Manager, or both, shall not be liable for the acts, debts, or liabilities of the Company,
except to the extent any related loss results from fraud, gross negligence or willful or
wanton misconduct on the part of such Member or the material breach of any obligation
under this Agreement or of the fiduciary duties owed to the Company or the other
Members by such Member.
In addition, the Company shall, to the fullest extent allowed by law, indemnify, save and
hold harmless and pay all judgments and claims against the Members, and each of such
Member’s agents, legal representatives, heirs, affiliates, successors and/or assigns from,
against, an in respect of any and all liability, loss, damage, and expense incurred or
sustained by the indemnified party in connection with the activities of the Company or in
dealing with third parties on behalf of the Company, including all costs and attorney’s fees,
as incurred, and any amounts expended in the settlement of any claims of liability, loss, or
damage to the fullest extent allowed by law.
Article VII - Miscellaneous
Section A – Books and Records
The Members shall maintain at the Company’s principle place of business the following
books and records: a current list of the full name and last known business or residence
address of each Member, together with their capital contribution and membership
interest; a copy of the Articles and all amendments thereto; copies of the Company’s
federal, state, and local income tax or information returns and reports, if any, for the six
(6) most recent taxable years and a copy of this Agreement and any amendments to it.
Section B - Financial Records and Reporting
The complete and accurate accounting and financial records of the Company shall be held
by the Managers at the Company’s principal place of business. Such records shall be kept
on such method of accounting as the Managers shall select. The Company’s accounting
period shall be the calendar year.
The Managers shall close the accounting records at the close of each calendar year, and
shall prepare and send to each member a statement of such Member’s distributive share
of income and expense – in the form of a Schedule K-1 - for income tax reporting
purposes.
Section C - Indemnification Clause
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