New York Limited Liability Company Operating Agreement Template Page 2
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15the right to vote upon all matters upon which Members have the right to vote under the Act or under this
Agreement, in proportion to their respective Percentage Voting Interest ("Percentage Voting Interest") in the
Company. The Percentage Voting Interest of a Voting Member shall be the percentage that is derived when
the Member’s Voting Capital account is divided by the total of all of the Voting Capital accounts.
The Company may issue Class B, Nonvoting Capital (“Nonvoting Capital”). Members may own interests in
both Voting Capital and Nonvoting Capital. Members who own interests only in Nonvoting Capital
(“Nonvoting Members”) shall have no right to vote upon any matters. Notwithstanding, to the extent
otherwise permitted by this agreement, a Nonvoting Member shall have the right to file or participate in a
mediation or an arbitration action, and shall be bound by an amendment to this agreement only if he signs
such amendment.
Section 2.3 Percentage Ownership and Voting Interests. A Member’s Ownership Interest
(“Ownership Interest”) is the total of his interests in Voting Capital and Nonvoting Capital, together with all
of the rights, as a Member or Manager of the Company, that arise from such interests. The Percentage
Ownership Interest ("Percentage Ownership Interest") of a Member shall be calculated by adding together
that Member’s Voting Capital Account and Nonvoting Capital Account, and then dividing this sum by the
total of all of the Member’s Voting Capital and Nonvoting Capital Accounts.
The Members shall have the initial Ownership, Percentage Ownership and Percentage Voting Interests in the
Company that are identified in Exhibit A, immediately following the making of the capital contributions set
forth therein.
Section 2.4 Management by Voting Members. The Voting Members shall manage the Company
and shall have the right to vote, in their capacity as Managers, upon all matters upon which Managers have
the right to vote under the Act or under this Agreement, in proportion to their respective Percentage Voting
Interests in the Company. Voting Members need not identify whether they are acting in their capacity as
Members or Managers when they act.
The Nonvoting Members shall have no right to vote or otherwise participate in the management of the
Company. No Nonvoting Member shall, without the prior written consent of all of the Voting Members, take
any action on behalf of, or in the name of, the Company, or enter into any contract, agreement, commitment
or obligation binding upon the Company, or perform any act in any way relating to the Company or the
Company's assets.
Section 2.5 Voting. Except as otherwise provided or permitted by this Agreement, Voting Members
shall in all cases, in their capacity as Members or Managers of the Company, act collectively, and, unless
otherwise specified or permitted by this Agreement, unanimously.
Except as otherwise provided or
permitted by this Agreement, no Voting Member acting individually, in his capacity as a Member or Manager
of the Company, shall have any power or authority to sign for, bind or act on behalf of the Company in any
way, to pledge the Company's credit, or to render the Company liable for any purpose.
Unless the context requires otherwise, in this Agreement, the terms “Member” or “Members,” without the
qualifiers “Voting” or “Nonvoting,” refer to the Voting and Nonvoting Members collectively; and the terms
“Manager” or “Managers” refers to the Voting Members.
Section 2.6 Liability of Members. All debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and
no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by
reason of being a Member.
Section 2.7 New Members. The Voting Members may issue additional Voting Capital or
Nonvoting Capital and thereby admit a new Member or Members, as the case may be, to the Company, only
if such new Member (i) is approved unanimously by the Voting Members; (ii) delivers to the Company his
required capital contribution; (iii) agrees in writing to be bound by the terms of this Agreement by becoming
a party hereto; and (iv) delivers such additional documentation as the Voting Members shall reasonably
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