California Llc Operating Agreement Template Page 2
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16Section 2.2 Classification of Membership Interests. The Company shall issue Class A
Voting Capital (“Voting Capital”), to the Voting Members (the “Voting Members”). The Voting
Members shall have the 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.
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