California Llc Operating Agreement Template Page 5
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16any 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. However, 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
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