Fillable California Llc Operating Agreement Template (Page 8 of 16) in pdf

profits and losses, and the return of capital, to which the Member would otherwise have been entitled.

The Voting Members, including a Voting Member whose interest is the subject of the charging order,

lien, bankruptcy, or involuntary transfer, may unanimously elect, by written notice that is provided to

the creditor, transferee or other claimant, at any time, to purchase all or any part of Membership

Interest that was the subject of the creditor’s charging order, lien, bankruptcy, or other involuntary

transfer, at a price that is equal to one-half (1/2) of the book value of such interest, adjusted for profits

and losses to the date of purchase. The Members agree that such valuation is a good-faith attempt at

fixing the value of the interest, after taking into account that the interest does not include all of the

rights of a Member or Manager, and after deducting damages that are due to the material breach of this

Agreement.

ARTICLE VII

ACCOUNTING, RECORDS AND REPORTING

7.1 Books and Records. The Company shall maintain complete and accurate accounts in

proper books of all transactions of or on behalf of the Company and shall enter or cause to be

entered therein a full and accurate account of all transactions on behalf of the Company. The

Company's books and accounting records shall be kept in accordance with such accounting

principles (which shall be consistently applied throughout each accounting period) as the Voting

Members may determine to be convenient and advisable. The Company shall maintain at its principal

office all of the following:

A current list of the full name and last known business or residence address of each Member in the

Company set forth in alphabetical order, together with, for each Member, the Class A Voting Capital

account and Class B Nonvoting Capital account, including entries to these accounts for contributions

and distributions; the Ownership 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

California Llc Operating Agreement Template Page 8

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