New York Limited Liability Company Operating Agreement Template Page 5
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15However, if the adjournment is for more than sixty days, or if after the adjournment a new record date is
fixed for another meeting, a notice of the adjourned meeting shall be given to each Voting Member. The
Voting Members present at a duly organized meeting may continue to transact business only as previously
provided on the agenda until adjournment, notwithstanding the withdrawal during such meeting of that
number of Voting Members whose absence would cause less than a quorum.
4.6 Voting. If a quorum is present, a unanimous vote of the Voting Members so represented shall be
the act of the Members or Managers, unless the vote of a lesser proportion or number is otherwise required
by the Act, by the Certificate or by this Agreement.
ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS
5.1 Allocations of Profits and Losses. Profits and Losses, after deducting Guaranteed Payments,
shall be allocated among the Members in proportion to their Percentage Ownership Interests. Any special
allocations necessary to comply with the requirements set forth in Internal Revenue Code Section 704 and the
corresponding Regulations, including, without limitation, the qualified income offset and minimum gain
chargeback provisions contained therein, shall be made if the Voting Members deem these actions to be
appropriate.
5.2 Distributions. Subject to applicable law and any limitations elsewhere in this Agreement, the
Voting Members shall determine the amount and timing of all distributions of cash, or other assets, by the
Company. Except as otherwise provided in this Agreement, all distributions shall be made to all of the
Members, in proportion to their Percentage Ownership Interests. Except as otherwise provided in this
Agreement, the decision as to whether to make distributions shall be within the sole discretion of the Voting
Members.
All such distributions shall be made only to the Members who, according to the books and records of the
Company, are the holders of record on the actual date of distribution. The Voting Members may base a
determination that a distribution of cash may be made on a balance sheet, profit and loss statement, cash flow
statement of the Company or other relevant information. Neither the Company nor the Members shall incur
any liability for making distributions.
5.3 Form of Distribution. No Member has the right to demand and receive any distribution from
the Company in any form other than money. No Member may be compelled to accept from the Company a
distribution of any asset in kind in lieu of a proportionate distribution of money being made to other
Members except on the dissolution and winding up of the Company.
ARTICLE VI
TRANSFER AND ASSIGNMENT OF INTERESTS
6.1 Resignation of Membership and Return of Capital. For a period of one (1) year after the
Articles of Organization for the Company are filed (“the filing”), no Member may voluntarily resign his
membership in the Company, and no Member shall be entitled to any return of capital from the company,
except upon the written consent of all of the other Voting Members. During the second year after the filing, a
Member may voluntarily resign his membership, but such Member shall be entitled to receive from the
Company only the book value of his Ownership Interest, adjusted for profits and losses to the date of
resignation, unless otherwise agreed by written consent of all of the other Voting Members. Subsequent to
the second year after filing, a Member may voluntarily resign his membership and shall be entitled to receive
from the Company the fair market value of his Ownership Interest, adjusted for profits and losses to the date
of resignation. Fair market value may be determined informally by unanimous agreement of all of the Voting
Members, including the resigning Member. In the absence of an informal agreement as to fair market value,
the Voting Members shall hire an appraiser to determine fair market value. The cost of any appraisal shall be
deducted from the fair market value to which the resigning Member is entitled. The other Voting Members
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