Operating Agreement Of Llc Page 8
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17Breaker is an independent third-party of good reputation and possesses significant experience in
the subject matter of the Deadlock. As soon as practicable after the appointment of the Tie-
Breaker, the Tie-Breaker shall, after good faith discussions with the Members, resolve the
Deadlock (including, if necessary, by voting in favor of or against a proposed resolution). The
determination of the Tie-Breaker shall be final and binding upon all of the Members and the
Company. Any fee charged by the Tie-Breaker shall be paid by Company.
f.
Meetings and Consents of Members. Actions of Members may be taken at
meetings, by written consent of all Members, or otherwise as agreed among the Members. If
action is taken at a meeting, an appropriate record of the action taken shall be made and retained
in the Company’s records.
If the action is by written consent, executed copies shall be
maintained in the Company’s records. Meetings of Members may be called by any Member.
Reasonable notice shall be given to each Member of any meeting of Members. Notice is
reasonable if it specifies briefly the nature of the matters to be presented at the meeting, and is
sent or delivered in a manner that in the ordinary course of business would be received by each
Member not less than __________ (__) [Instructions: Insert the number of days notice
required for a meeting of members] days prior to the day of the meeting.
g.
Information Relating to Company.
Any Member is entitled to receive any
information regarding the Company or its activities. Each Member or authorized representative
shall have access to and may inspect and copy all books, records, and materials regarding the
Company or its activities. The exercise of the rights contained in this paragraph shall be at the
requesting Member’s expense.
h.
Member Compensation. Unless otherwise specifically agreed among the
Members, no Member shall receive any payment or compensation for performance of obligations
under this Agreement or for management services to the Company.
Notwithstanding the
foregoing, subject to local, state and/or federal regulations, the Company shall reimburse any
Member for all, previously approved, reasonable, direct out-of-pocket expenses incurred by such
Member in the course of managing the Company.
5.
BOOKS AND RECORDS
a.
Maintenance of Books and Records. Complete and accurate books of account of
the Company’s affairs shall be maintained at the Company’s principal place of business or at
such other place designated by Company and shall remain open to inspection by any of the
Members or their authorized representatives at any reasonable time during business hours. The
accounting records will be maintained in accordance with generally accepted bookkeeping
practices for Company’s type of business and those methods followed for federal and state
income tax purposes.
b.
Reports. The books of account shall be closed promptly after the close of the
fiscal year. Each Member shall promptly be sent a statement of the Member’s distributive share
of income and expense for federal income tax reporting purposes.
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