Manager Managed LLC Operating Agreement

OPERATING AGREEMENT OF [Member1.Company]​

This Operating Agreement (the "Agreement") of [Member1.Company] (the "Company") is entered into as of [Document.CreatedDate] by and among the Members listed in Exhibit A attached hereto. The Members agree to form a Limited Liability Company ("LLC") according to the laws of the [Member1.State]​ and this Agreement.

Company Organization

Formation

The Members hereby form a Limited Liability Company ("Company") subject to

the provisions of the [Member1.Company] Limited Liability Company Act ("Act"). The rights and obligations of the Members and Managers shall be as set forth in the Act unless the Articles of Organization or this Operating Agreement expressly provide otherwise.

Name

​[Member1.Company], LLC

Principal place of business

The location of the principal place of business of the Company shall be (Address), or such other location as the Managers may from time to time determine.

Registered agent

The name and Address of the Company's registered agent in the State of [Member1.State] shall be (Address).

Term

The Company shall continue in existence perpetually unless it is dissolved and its affairs are wound up in accordance with the Act or this Operating Agreement.

Purpose

The purpose of the Company is to engage in [state the activity(ies) of the company) within the State of [Member1.State].

Management

The Company shall be managed by one or more Managers elected by the Members. The initial Manager(s) shall be [Manager.FirstName][Manager.LastName]​. The Manager(s) shall have the authority to bind the Company, subject to the limitations set forth in this Operating Agreement or the Act.

Management Structure

Designation of Manager(s)

• The LLC shall be managed by (Number) Manager(s), who shall be appointed by the Members.

• The initial Manager(s) of the LLC shall be [Manager.FirstName][Manager.LastName]​ .

• The Manager(s) shall have the authority and responsibility to manage and control the LLC's business and affairs, subject to the limitations set forth in this Agreement and applicable law.

Election and removal of Manager(s)

• The Manager(s) shall be elected by (outline the criteria for appointing a manager for the company).

• Any Manager may be removed, with or without cause, by (elaborate the process of removing managers from office).

• The removal of a Manager shall not affect their rights as a Member, if applicable, and shall not constitute a withdrawal from the LLC.

Resignation of Manager(s)

• A Manager may resign at any time by giving written notice to the Members.

• The resignation shall be effective upon receipt of the notice by the Members or at such later time as specified in the notice.

• A manager's resignation does not affect their rights as a Member, if applicable, and does not constitute a withdrawal from the LLC.

Vacancies in Manager position(s)

• A majority vote of the Members may fill any vacancy occurring in the position of Manager at any duly called meeting of the Members or by written consent of the Members.

• A Manager elected to fill a vacancy shall hold office until their successor is duly elected and qualified or until their earlier death, resignation, or removal.

Compensation of Manager(s)

• The Manager(s) shall be entitled to compensation for their services as determined by a majority vote of the Members.

• The LLC shall reimburse the Manager(s) for (outline the expenses the LLC will compensate the manager for).

• The compensation of the Manager(s) shall be reviewed periodically by the Members. A majority vote of the Members may adjust it as deemed necessary.

Managerial Authority

Powers and duties of Manager(s)

• The Manager(s) shall have the full and exclusive authority to (delineate the activities and functions the manager is expected to perform for the company).

• The powers of the Manager(s) shall include, but not be limited to (put the powers and privileges the manager will hold during their reign).

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Limitations on Manager's Authority

Notwithstanding the foregoing, the Manager(s) shall not have the authority to (explain the boundaries of the powers bestowed on the manager).

Delegation of Authority

• The Manager(s) may delegate their authority to (list the duties the appointed manager is allowed to delegate).

• Such delegation shall not relieve the Manager(s) of their duties and obligations under this Agreement or applicable law.

Standard of care and liability of Manager(s)

• The Manager(s) shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Manager(s) reasonably believe to be in the best interests of the LLC.

• The Manager(s) shall not be liable to the LLC or its Members for (list scenarios where the manager is exempt from liability).

Indemnification of Manager(s)

• The LLC shall indemnify the Manager(s) against any and all claims, demands, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or related to the performance of their duties as Manager(s) of the LLC, except for those arising from the Manager's gross negligence, willful misconduct, or knowing violation of law.

• The LLC may advance funds to the Manager(s) for legal expenses and other costs incurred as a result of any proceeding against the Manager(s), provided that the Manager(s) agree to repay the advanced funds if it is ultimately determined that the Manager(s) were not entitled to indemnification under this Agreement or applicable law.

Member Rights and Duties

Limited Liability of Members

(list the liability exceptions members of the LLC shall enjoy)

Voting Rights of Members

(define who has voting rights in the LLC and what constitutes a valid vote)

Meetings of Members

• Annual meetings of the Members shall be held at such time and place as determined by the Manager(s), with written notice provided to all Members at least (Number) days prior to the meeting.

• Special meetings of the Members may be called by the Manager(s) or by Members holding at least (Percentage) of the ownership interests in the LLC, with written notice provided to all Members at least (Number) days prior to the meeting.

• Members may participate in meetings by (list acceptable means of communication for joining member meetings).

Access to information and records

• Each Member shall have the right, upon reasonable notice of (Notice Period) and during regular business hours, to inspect and copy the LLC's books, records, and other information concerning the LLC's business, affairs, and financial condition.

• The Manager(s) shall provide the Members with regular financial statements and other reports on the LLC's operations and financial condition, as required by applicable law or as otherwise agreed by the Members.

Restrictions on Member Authority

• No Member shall have the authority to (expand on the limitation of membership privileges).

• No Member shall have the authority to dissolve the LLC or to amend this Agreement, except as provided by applicable law or with the approval of all Members.

Allocations and Distributions

Allocation of profits and losses

• The LLC's profits and losses shall be allocated among the Members in proportion to their ownership interests in the LLC unless otherwise agreed upon by all Members in writing.

• The allocation of profits and losses shall be made in accordance with the provisions of the Internal Revenue Code and applicable regulations, as amended from time to time.

• The Manager(s) shall have the authority to make special allocations of profits and losses as necessary to comply with applicable tax laws or to reflect the Members' economic interests.

Distributions to Members

• The Manager(s) shall have the authority to distribute the LLC's cash or other assets to the Members in proportion to their ownership interests in the LLC at such times and in such amounts as the Manager(s) deem appropriate.

• Distributions shall be made only to the extent that the LLC has sufficient cash or other assets available for distribution, as determined by the Manager(s) in their reasonable discretion.

• All distributions shall be made in accordance with applicable law and subject to any restrictions imposed by the LLC's creditors or other contractual obligations.

Limitations on Distributions

Notwithstanding the foregoing, no distribution shall be made if (list circumstances when distribution to members may be curtailed).

Dissolution

Dissolution

The Company shall be dissolved upon the occurrence of any of the following events: (list events that can lead to the company’s dissolution).

No automatic dissolution upon certain events

(state when automatic company dissolution is disallowed).

Winding-up

Upon the dissolution of the Company, the Manager shall take full account of the Company's assets and liabilities, liquidate the assets as promptly as is consistent with obtaining their fair value, and apply and distribute the proceeds in the following order: (list who shall receive distributions after the company is dissolved).

Limitations on payments made in dissolution

(Explain the extent of distribution of dissolution proceeds after the company winds up).

Notice to [Member1.State] Authorities

Upon the dissolution and commencement of winding up of the Company, the Person(s) winding up the Company shall cause to be filed any and all notices or documents required by [Member1.State]​ law.

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first written above.

MEMBERS:

​[Manager.FirstName][Manager.LastName]​