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The capital accounts of the Members, and the calculations that are based on the capital accounts, shall be
adjusted appropriately to reflect any transfer of an interest in the Company, distributions, or additional capital
contributions.
ARTICLE IV
MANNER OF ACTING
4.1 Officers and Agents of the Company. The Voting Members may authorize any Member or
Members of the Company, or other individuals or entities, whether or not a Member, to take action on behalf
of the Company, as the Voting Members deem appropriate. Any Member may lend money to and receive
loans from the Company, act as an employee, independent contractor, lessee, lessor, or surety of the
company, and transact any business with the Company that could be carried out by someone who is not a
Member; and the Company may receive from or pay to any Member remuneration, in the form of wages,
salary, fees, rent, interest, or any form that the Voting Members deem appropriate.
The Voting Members may appoint officers of the Company who, to the extent provided by the Voting
Members, may have and may exercise all the powers and authority of the Members or Managers in the
conduct of the business and affairs of the Company. The officers of the Company may consist of a President,
a Treasurer, a Secretary, or other officers or agents as may be elected or appointed by the Voting Members.
The Voting Members may provide rules for the appointment, removal, supervision and compensation of
such officers, the scope of their authority, and any other matters relevant to the positions. The officers shall
act in the name of the Company and shall supervise its operation, within the scope of their authority, under
the direction and management of the Voting Members.
Any action taken by a duly authorized officer, pursuant to authority granted by the Voting Members in
accordance with this Agreement, shall constitute the act of and serve to bind the Company, and each Member
hereby agrees neither to dispute such action nor the obligation of the Company created thereby.
4.2 Meetings of Voting Members. No regular, annual, special or other meetings of Voting
Members are required to be held. Any action that may be taken at a meeting of Voting Members may be
taken without a meeting by written consent in accordance with the Act. Meetings of the Voting Members, for
any purpose or purposes, may be called at any time by a majority of the Voting Members, or by the President
of the Company, if any. The Voting Members may designate any place as the place of meeting for any
meeting of the Voting Members. If no designation is made, the place of meeting shall be the principal place
of business of the Company.
4.3 Notice of Meetings. In the event that a meeting of the Voting Members is called, written notice
stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called
shall be delivered not less than five nor more than sixty business days before the date of the meeting unless
otherwise provided, either personally or by mail, by or at the direction of the Members calling the meeting, to
each Voting Member. Notice of a meeting need not be given to any Voting Member who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of
notice to such Voting Member.
4.4 Record Date. For the purpose of determining Voting Members entitled to notice of or to vote
at any meeting of Voting Members or any adjournment thereof, the date on which notice of the meeting is
provided shall be the record date for such determination of the Voting Members. When a determination of
Voting Members has been made as provided in this Section, such determination shall apply to any
adjournment thereof.
4.5 Quorum. Members holding at least 67% of the Voting Capital in the Company represented in
person, by telephonic participation, or by proxy, shall constitute a quorum at any meeting of Voting
Members. In the absence of a quorum at any such meeting, a majority of the Voting Members so represented
may adjourn the meeting from time to time for a period not to exceed sixty days without further notice.

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