New York Limited Liability Company Operating Agreement Template Page 8
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15Ownership Interest, Percentage Ownership and Voting Interests; a copy of the Certificate and any and all
amendments thereto together with executed copies of any powers of attorney pursuant to which the
Certificate or any amendments thereto have been executed; copies of the Company's federal, state and local
income tax or information returns and reports, if any, for the six most recent taxable years; a copy of this
Agreement and any and all amendments hereto together with executed copies of any powers of attorney
pursuant to which this Agreement or any amendments thereto have been executed; copies of the financial
statements of the Company, if any, for the six most recent Fiscal Years; the Company's books and records as
they relate to the internal affairs of the Company for at least the current and past four Fiscal Years; true and
full information regarding the status of the business and financial condition of the Company; and true and
full information regarding the amount of cash and a description and statement of the agreed value of any
other property or services contributed by each Member and which each Member has agreed to contribute in
the future, and the date on which each became a Member.
7.2 Inspection of Books and Records. Each Member has the right, on reasonable request for
purposes reasonably related to the interest of the person as a Member or a Manager, to: (a) inspect and copy
during normal business hours any of the Company's records described in Section 7.1; and (b) obtain from the
Company promptly after their becoming available a copy of the Company's federal, state and local income tax
or information returns for each Fiscal Year.
7.3 Accountings. As soon as is reasonably practicable after the close of each Fiscal Year, the Voting
Members shall make or cause to be made a full and accurate accounting of the affairs of the Company as of
the close of that Fiscal Year and shall prepare or cause to be prepared a balance sheet as of the end of such
Fiscal Year, a profit and loss statement for that Fiscal Year and a statement of Members' equity showing the
respective Capital Accounts of the Members as of the close of such Fiscal Year and the distributions, if any,
to Members during such Fiscal Year, and any other statements and information necessary for a complete and
fair presentation of the financial condition of the Company, all of which the Manager shall furnish to each
Member. In addition, the Company shall furnish to each Member information regarding the Company
necessary for such Member to complete such Member's federal and state income tax returns. The Company
shall also furnish a copy of the Company's tax returns to any Member requesting the same. On such
accounting being made, profits and losses during such Fiscal Year shall be ascertained and credited or
debited, as the case may be, in the books of account of the Company to the respective Members as herein
provided.
7.4 Filings. The Voting Members, at Company expense, shall cause the income tax returns for the
Company to be prepared and timely filed with the appropriate authorities. The Voting Members, at Company
expense, shall also cause to be prepared and timely filed with appropriate federal and state regulatory and
administrative bodies amendments to, or restatements of, the Certificate and all reports required to be filed by
the Company with those entities under the Act or other then current applicable laws, rules, and regulations. If
the Company is required by the Act to execute or file any document and fails, after demand, to do so within a
reasonable period of time or refuses to do so, any Member may prepare, execute and file that document with
the New York Secretary of State.
7.5 Bank Accounts. The Company shall maintain its funds in one or more separate bank accounts
in the name of the Company, and shall not permit the funds of the Company to be co-mingled in any fashion
with the funds of any other Person.
7.6 Tax Matters Partner. The Voting Members may, in their exclusive discretion, appoint, remove
and replace a Tax Matters Partner at any time or times. The Voting Members shall from time to time cause
the Company to make such tax elections as they deem to be in the interests of the Company and the
Members generally. The Tax Matters Partner, as defined in Internal Revenue Code Section 6231, shall
represent the Company (at the Company's expense) in connection with all examinations of the Company's
affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend the
Company funds for professional services and costs associated therewith.
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