Operating Agreement Of Llc Page 5
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17as contributions to the Company by its Members and cash funds, if any, obtained from loans to
the Company), less the Company’s operating expenses including provisions for payment of
outstanding and unpaid current obligations of the Company as of such time, and less the amount
that, in the Members’ reasonable judgment, the Company should retain in order to maintain a
reasonable reserve and to satisfy Company’s current obligations (including the current portion of
long term debt) and fulfill Company’s business purposes.
4.
MANAGEMENT
a.
Management by Members.
The Members, as managers, will manage the
Company. Except as otherwise provided in this Agreement, the Members shall have equal rights
in and the exclusive authority to manage the operations and affairs of the Company and to make
all decisions regarding the Company and its business. The Members will take all actions that
may be necessary or appropriate for the continuation of the Company’s valid existence as a
limited liability company under the Act, and for the acquisition, development, maintenance,
preservation, and operation of Company property in accordance with the provisions of this
Agreement and applicable laws and regulations. Except as otherwise provided herein, any action
approved by Members whose Sharing Ratios equal more than __________ percent (___%)
[Instructions: Insert the percentage of Sharing Ratios that must approve a Company
action] of the Sharing Ratios of all Members will constitute the act of and serve to bind the
Company. The signature of any Member authorized to do so by such approval is sufficient to
bind the Company with respect to the matter or matters so approved. No member acting alone
without such approval may bind the Company to any agreement with or obligation to any third
party or represent or claim to have the ability to do so and all statements of the Company filed or
recorded by the Members or by the Company, if possible, must so state. The Members will not
be required to hold meetings to make management decisions but may do so if and as desired and
appropriate, as provided herein.
b.
Major Decisions. Except as otherwise provided in this paragraph, decisions shall
be made by the prior written consent of Members whose Sharing Ratios equal more than
__________ percent (___%) [Instructions: Insert the percentage of Sharing Ratios that must
approve a Company action] of the Sharing Ratios of all Members. Notwithstanding the
foregoing, however, to the fullest extent permitted by law, the following major decisions require
the prior written consent of Members whose Sharing Ratios equal more than __________
percent (___%) [Instructions: Insert the percentage of Sharing Ratios that must approve a
“major decision”] of the Sharing Ratios of all Members:
i.
A change in the purposes or the nature of the business of the Company;
ii.
The merger of Company with any other limited liability company, limited
partnership, or corporation;
iii.
The transfer, exchange, or other disposition of all Company’s assets, any
significant portion thereof, or any significant interest in Company assets occurring as part of a
single transaction or plan;
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