New York Limited Liability Company Operating Agreement Template Page 3
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15require to so admit such new Member to the Company.
Upon the admission of a new Member or Members, as the case may be, to the Company, the capital accounts
of Members, and the calculations that are based on the capital accounts, shall be adjusted appropriately.
ARTICLE III
CAPITAL ACCOUNTS
3.1 Initial Capital Contributions. Each original Member to this Agreement shall make an initial
Capital Contribution to the Company in accordance with Exhibit A, at the time of each Member's execution
of this Agreement.
3.2 Capital Accounts. A separate capital account shall be maintained for each Member’s ownership
interest in Class A Voting Capital (the "Voting Capital Account") and Class B Nonvoting Capital (the
"Nonvoting Capital Account").
The capital account of each Member shall be increased by (i) the amount of any cash and the fair market
value of any property contributed to the Company by such Member (net of any liability secured by such
contributed property that the Company is considered to assume or take subject to), (ii) the amount of income
or profits allocated to such Member.
The capital account or accounts of each Member shall be reduced by (i) the amount of any cash and the fair market
value of any property distributed to the Member by the Company (net of liabilities secured by such distributed
property that the Member is considered to assume or take subject to on account of his ownership interest), (ii) the
amount of expenses or loss allocated to the Member. If any property other than cash is distributed to a Member,
the Capital Accounts of the Members shall be adjusted as if the property had instead been sold by the Company
for a price equal to its fair market value and the proceeds distributed.
Guaranteed Payments (“Guaranteed Payments”) for salary, wages, fees, payments on loans, rents, etc., may be
made to the Members. Guaranteed Payments shall not be deemed to be distributions to the Members on
account of their Ownership Interests, and shall not be charged to the Members’ capital accounts.
No Member shall be obligated to restore any negative balance in his Capital Account. No Member shall be
compensated for any positive balance in his Capital Account except as otherwise expressly provided herein.
The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital
Accounts are intended to comply with the provisions of Regulations Section 1.704-1(b)(2) and shall be
interpreted and applied in a manner consistent with such Regulations. The Members agree that the initial
Capital Accounts of the Members on the date hereof are as set forth in Exhibit A.
3.3 Additional Contributions. If, at any time or times hereafter, the Voting Members shall
determine that additional capital is required by the Company, the Voting Members shall determine the
amount of such additional capital and the anticipated time such additional capital will be required; whether
such additional capital shall be provided by the Members by way of additional Capital Cont ributions or by
way of loans from Members; whether additional Capital Contributions, if any, shall be of in the form of
Class A Voting Capital or Class B Nonvoting Capital. No Member shall be obligated, at any time, to
guarantee or otherwise assume or become liable for any obligations of the Company or to make any
additional Capital Contributions advances or loans to the Company, unless such obligations are specifically
accepted and agreed to by such Member.
In the event that additional Class A Voting Capital is to be issued, the Voting Members who exist
immediately prior to such issuance shall be provided written notice of this intent, and shall be offered in such
notice the opportunity to make additional capital contributions in Class A Voting Capital in proportion to
their respective Percentage Voting Interests; provided that this right, if not exercised within ninety (90) days
after such notice is received, shall expire automatically, unless this period is extended by the Voting Members.
Any loans or additional capital contributions shall be voluntary.
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