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Operating Agreement Nevada LLC

Operating Agreement Nevada LLC

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Published by Sharon Drew

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Published by: Sharon Drew on Jul 16, 2012
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Page 1 of 16
OPERATING AGREEMENT OF[ ]A NEVADA LIMITED LIABILITY COMPANY
THIS OPERA
TING AGREEMENT (the “Operating Agreement”) is made as of the
1
st
day of April, 2011 (the"Effective Date"), by and between [ ] International Corporation, a California corporation
(“
[ ]
”)
, and [ ],
LLC, a Nevada limited liability company (“
[ ]
”),
each of which has signed this Operating Agreement as an initialmember
(the “Initial Members”) of 
[ ], LLC, a Nevada limited liability company (the "Company").INTRODUCTIONWHEREAS, the parties hereto each bring unique and specialized business acumen in their individual fields of expertise;WHEREAS, the parties hereto desire to set out the terms for the operation of the business of the company, asmay be determined from time to time, pursuant to the terms specified herein;AGREEMENTNOW THEREFORE, pursuant to the Act (as hereinafter defined), the following Agreement shall constitute theoperating agreement, as amended from time to time, for the Company.ARTICLE 1DEFINITIONS1.1.
 
General Definitions. The following terms used in this Operating Agreement shall have the followingmeanings (unless otherwise expressly provided herein)."Act" means the Nevada Limited Liability Company Act, Nev. Rev. Stat. Sections 86.011 to 86.571, asamended from time to time."Affiliate" means a Person that directly, or indirectly through one or more intermediaries, controls, iscontrolled by, or is under common control with, a specified Person. For the purpose of this definition, the term"control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of themanagement and policies of a Person, whether through the ownership of voting securities, by contract or otherwise."Agreement" shall mean this Operating Agreement as originally executed and as amended from time to time."Articles of Organization" is defined in Section 2.1"Business Day" shall mean a day other than a Saturday, a Sunday or a state or federally recognized holiday onwhich banks in Nevada are permitted to close."Business Hours" shall mean 8:00 A.M. to 5:00 P.M. Standard Time or Daylight Time, as the case may be, at alocation specified in this Agreement. If no location is specified, a reference to Business Hours shall refer to BusinessHours as determined by Pacific Standard Time or Pacific Daylight Time, as the case may be."Capital Contributions" shall mean the Initial Working Capital Contribution of a Member, together with theamount of money and the fair market value (as reasonably determined by the Manager as of the date of contribution)of any other property contributed, or services rendered or to be rendered without compensation, to the Company bya Member with respect to the Member's Membership Interest in the Company."Code" shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequentsuperseding federal revenue laws.
 
 
Page 2 of 16
"Company" means [ ], LLC, a Nevada limited liability company."Effective Date" shall mean the date first set forth above, and shall be the date on which the business of theCompany shall commence, notwithstanding any earlier filing date of the Company's Articles of Organization."Entity" shall mean any general partnership, government entity, limited partnership, limited liability company,corporation, joint venture, trust, business trust, cooperative, association or similar organization."Fiscal Year" shall mean the taxable year of the Company for federal income tax purposes as determined byCode Section 706 and the Regulations thereunder. The first Fiscal Year shall commence as of the Effective Date."Initial Working Capital Contribution" means each of the Capital Contributions required by Section 5.1 to bemade by the initial Members in cash, in order to pay organizational and other start-up expenses of the Company, andto serve as initial working capital, up to an aggregate total contributed by both Members not to exceed Five HundredThousand Dollars ($500,000)."Manager" shall mean one or more Managers of the Company. Specifically, "Manager" shall mean the initialManager designated by this Agreement, or any other Persons that succeed such Manager in that capacity. Referencesto a Manager in the singular or as him, her, it, itself, or other like references shall also, where the context so requires,be deemed to include the plural or the masculine or feminine references or as the case may be."Managing Person" shall mean a Manager, officer, director or any of their agents."Member" shall mean each of those Persons executing this Agreement and any Person who may hereafterbecome an additional or Substitute Member."Membership Interest" means a Member's Units, the associated right to vote (if any) on or participate inmanagement, the right to share in Profits, Losses and distributions, and any and all other benefits to which the holderof such Units may be entitled pursuant to this Agreement, together with all obligations to comply with the terms andprovisions of this Agreement."Net Cash" refers to Net Cash Flow from Operations and/or Net Cash from Sales."Net Cash Flow from Operations" means the gross cash proceeds from Company operations (including salesand dispositions of Property in the ordinary course of business) less the portion thereof used to pay or establishreserves for all Company expenses, debt payments, capital improvements, replacements and contingencies, all asdetermined by the Manager. Net Cash Flow from Operations shall not be reduced by depreciation, amortization, costrecovery deductions or similar allowances, but shall be increased by any reductions of reserves."Net Cash from Sales" means the net cash proceeds from all sales and other dispositions less any portionthereof used to establish reserves, all as determined by the Manager."Non-Voting Units" as to any Member shall mean and refer to Units which entitle the holder to share in theeconomic performance of the Company, as may be determined by the Manager, in his or her sole discretion, butwhich do not entitle the holder to participate in voting or to certain other rights reserved to holders of Voting Units.Non-Voting Units shall have such rights to participate in a share of Net Cash from Operations, Net Cash from Sales,Profits and Losses and net proceeds of the Company's dissolution, if at all, and exclusively in the amounts and to the
extent provided for in each Member’s award letter indicating
the issuance of Non-Voting Units."Percentage Interest" means, as to a Member, the ratio of the Units held by such Member, to all outstandingUnits of the Company for the class of Units held by the holder of such Units."Person" shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives,successors and assigns of such Person where the context so requires."Property" means all real and personal property, tangible and intangible, owned by the Company.
 
 
Page 3 of 16
"Regulations" means the federal income tax regulations, including temporary (but not proposed) regulations,promulgated under the Code."Substitute Member" means a transferee of a Membership Interest who has been admitted to all of the rights of membership pursuant to Article 11."Units" as to any Member shall mean and refer to the cumulative number of both Voting Units and Non-Voting Units held by such Member.
“Voting Members” means any Member, and collectively, the Members, who are entitled to vote on matters
properly submitted to a vote before the membership."Voting Units" as to any Member shall mean and refer to Units which entitle the holder to cast one vote foreach such Unit held by the Member on all matters reserved for the Members' approval, consent or consideration. Theinitial number of each Member's Voting Units is shown next to the name of such Member in Section 5.1.ARTICLE 2FORMATION OF COMPANY2.1. Formation. The initial Articles of Organization as filed (the "Articles of Organization"), are hereby ratifiedand incorporated by reference in this Agreement. As of the filing of the Articles of Organization the Company hasbeen formed as [ ] LLC, a Nevada limited liability company under and pursuant to the Act, and the parties heretoshall take all action necessary to cause such formation, if any.2.2. Name. The name of the Company is "[ ], LLC".2.3. Principal Place of Business. The principal place of business of the Company within the State of Nevadashall first be at the office of Sagebrush Corporate Services, LLC at 200 South Virginia Street, 8
th
Floor, Reno, NV
89501 (the “Office of the Registered Agent”)
. The Company may locate its places of business and registered officeat any other place or places as the Manager may from time to time deem advisable.2.4. Registered Office and Agent. The Company's registered office and agent shall be the Office of theRegistered Agent.2.5. Term. Unless the Company is dissolved in accordance with the provisions of this Agreement, the Act orother Nevada law, the existence of the Company shall be perpetual.ARTICLE 3BUSINESS OF THE COMPANY3.1. Permitted Business. The Company has been formed to undertake and carry on any lawful business and toundertake all activities necessary or in the best interests of the Company as may be deemed appropriate by theManager.3.2. Limits on Foreign Activity. The Company shall not directly engage in business in any state, territory orcountry that does not recognize limited liability companies or the effectiveness of the Act in limiting the liabilities of the Members of the Company. If the Company desires to conduct business in any such state, it shall do so through aseparate Entity that will ensure limited liability to the Members.ARTICLE 4CONTRIBUTIONS TO COMPANY4.1. Issuance of Units and Members' Initial Capital Contributions. There are hereby authorized and issued OneHundred Million (100,000,000) Units, consisting of Fifty Million (50,000,000) Voting Units and Fifty Million(50,000,000) Non-Voting Units, which are initially divided as set forth in Section 5.1. Each Member shall contribute

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