Bylaws Example
[For Corporations]
Bylaws for [Insert Corporation Name]
ARTICLE I
CORPORATE OFFICES
The corporation shall maintain a registered office in the State of [Insert State of Registration] and a registered agent at such office. The corporation may have other offices within or without the state.
ARTICLE II
MEMBERS
Section 1. Classes of Members. The corporation shall have one class of members, being the duly elected members of [Insert Corporation Name].
Section 2. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 3. Transfer of Membership. Membership is not transferable or assignable.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members shall be held during the month of [Insert Month of Annual Meeting], at such time and place as may be fixed by the board of directors. Section 2. Special Meetings. Special meetings of the members may be called by the president, or not less than one-third of the members. Section 3. Notice of Meetings. Written notice stating the place, date, and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting not less than five (5) nor more than sixty (60) days before the date of such meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease, or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the date of such meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his or her address as it appears in the records of the corporation, with postage thereon prepaid. Section 4. Record Date. The record date for any meeting of the members shall be the date on which notice is delivered. Section 5. Quorum. Four members shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting at any time without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting; withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting. Section 6. Proxies. Members shall not be entitled to vote by proxy
ARTICLE IV
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors. This shall include, but not be limited to, the power (i) to modify restrictions on the distribution of funds for purposes designated by donors if the restrictions become obsolete and (ii) to determine investment policy, including the designation of a depository for the corporation's funds.
Section 2. Number, Tenure and Qualifications. The number of directors shall be [Insert the Number of Directors; Minimum 3]. Directors shall be elected annually by the members at the annual meeting of the members, and shall include at minimum [Insert Minimum Number of Members to be Present] members. If the election of directors shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Each director shall hold office for a term of one (1) year, or until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign. A Director shall be eligible to serve five (5) consecutive one-year terms. Directors need not be residents of [Insert the State of Registration] or members of the corporation. The number of directors may be increased to any number or decreased to not fewer than three (3) from time to time by amendment of this Section.
Section 3. Annual Meeting. An annual meeting of the board of directors shall be held without other notice than these bylaws, immediately after, and at the same place as, the annual meeting of members.
Section 4. Other Regular Meetings. The board of directors may provide by resolution the time and place for the holding of additional regular meetings of the board without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the board called by them.
Section 6. Notice. Notice of any special meeting of the board of directors shall be given at least ten (10) days prior thereto by written notice to each director at the address shown for such director on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Notice of any special meeting of the board of directors may be waived in writing signed by the person or persons entitled to such notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
Section 7. Quorum. At all meetings of the board of directors a majority of the total number of directors shall constitute a quorum for the transaction of business, provided that if less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.
Section 8. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number of required by statute, the articles of incorporation or these bylaws.
Section 9. Action Without Meeting. Any action required to be taken at a meeting of the directors of the corporation, or any other action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof.
Section 10. Vacancies. Any vacancy occurring in the board of directors or any directorship to be filled by reason of any increase in the number of directors shall be filled by the board of directors. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor.
Section 11. Compensation. Directors shall not receive any stated salaries for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be paid for each regular or special meeting of the board, provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefore.
ARTICLE V
COMMITTEES
Section 1. Creation of Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate one (1) or more committees, each of which shall consist of one (1) or more directors and such other persons as the board shall appoint.
Section 2. Manner of Acting. Each committee, to the extent provided in the resolution creating such committee and except as limited by law, the articles of incorporation or these bylaws, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him or her by law. Unless otherwise provided in the resolution creating a committee, such committee may select its chairman, fix the time and place of its meetings, specify what notice of meeting, if any, shall be given, and fix its rules of procedure which shall not be inconsistent with these bylaws or with rules adopted by the board of directors. The act of a majority of committee members present at a meeting at which a quorum is present shall be the act of the committee.
Section 3. Term of Office. Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 6. Action Without Meeting. Any action which may be taken at a meeting of a committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof.
Section 7. Attendance by Electronic Means. Members of a committee may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at the meeting.
ARTICLE VI
OFFICERS
Section 1. Enumeration. The officers of the corporation shall be a president, a vice-president, a secretary, and a treasurer. The board of directors may also elect one or more additional vice-presidents, one or more assistant secretaries or assistant treasurer, and such other officers as it shall deem appropriate. Officers whose authority and duties are not prescribed in these bylaws shall have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.
Section 2. Term of Office. The officers of the corporation shall be elected at the annual meeting of the board of directors and shall hold office until their successors are elected and qualified or until their death, resignation, or removal. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Any officer elected by the board of directors may be removed by the board whenever in its judgment the best interests of the corporation would be served thereby.
Section 3. President. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, the president shall have general supervision, direction, and control of the business and affairs of the corporation and shall perform all duties incident to the office of president and such other duties as may be assigned to him or her by the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors, the president may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the corporation and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. The president may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors.
Section 4. Vice President. The vice president shall perform such duties and have such other powers as shall be assigned to him or her by the president or the board of directors. Further, in the absence of the president or in the event of his or her inability or refusal to act, the vice president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.
Section 5. Secretary. The secretary shall keep a record of all proceedings of the board of directors in a book to be kept for that purpose; see that all notices are duly given in accordance with the provision of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.
Section 6. Treasurer. The treasurer shall have charge of and be responsible for the maintenance of adequate books of account for the corporation; have charge and custody of all funds and securities of the corporation, and be responsible for the receipt and disbursement thereof; and perform all duties incident to the office of a treasurer and such other duties as may be assigned to him or her by the president or the board of directors. With the approval of the board of directors, the treasurer may delegate specified duties to an assistant treasurer or other person for the effective conduct of the affairs of the corporation.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Contracts. The board of directors may authorize any officer or officers or agent or agents of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the secretary and countersigned by the president of the corporation.
Section 3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
Section 4. Seal. On the corporate seal shall be inscribed the name of the corporation and the words "corporate Seal" and [Insert State of Business Registration]."
Section 5. Waiver of Notice. Whenever any notice is required to be given under law, the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 6. Amendments. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the members. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
ARTICLE VIII
INDEMNIFICATION AND INSURANCE
Section 1. The corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section 2. The corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 3. To the extent that a director, officer, employee or agent of the corporation has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections (1) and (2) of this Article VIII, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
Section 4. Any indemnification under Sections (1) and (2) of this Article VII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections (1) and (2) of this Article VII. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit,, or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the members entitled to vote, if any.
Section 5. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article VII.
Section 6. The indemnification provided by this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 7. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article VIII.
Section 8. If the corporation has paid indemnity or has advanced expenses under this Article VIII to a director, officer, employee, or agent, the corporation shall report the indemnification or advance in writing to the members entitled to vote with or before the notice of the next meeting of such members.
ARTICLE IX
AMENDMENTS
Section 1. The bylaws of the corporation may be adopted, amended or repealed by a majority of the voting power of the stockholders entitled to vote; provided, however, that the corporation may, in its Certificate, also confer the power to adopt, amend or repeal bylaws upon the Board. The fact that such power has been so conferred upon the Board shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.
CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS
The undersigned hereby certifies that he or she is the duly elected, qualified, and acting President of [Insert Corporation Name], a [Insert State of Registration] corporation and that the foregoing bylaws were adopted as the corporation’s bylaws as of [Insert Effective Date] by the corporation’s board of directors on [Insert Board of Directors Acceptance Date].
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this second day of [Insert Board of Directors Acceptance Date].
Director:
Director’s Title
Director’s Signature: __________________________________________
Operating Agreement Example
[For LLCs]
Operating Agreement for [Insert LLC Name]
ARTICLE I
Company Formation
1.1. FORMATION. The Members have formed a Limited Liability Company ("Company") according to the laws of [Insert State] in which the Company was formed. This operating agreement is entered into and effective as of [Insert Effective Date].
1.2. REGISTERED AGENT. [Insert the name and location of the Company’s registered agent as of [Insert Effective Date].
1.3. TERM. [Insert LLC Name] will continue perpetually unless, (a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or (b) Any event which causes the Company’s business to become unlawful; or (c) The death, resignation, expulsion, bankruptcy, retirement of a Member or the occurrence of any other event that terminates the continued membership of a Member of the Company; or (d) Any other event causing dissolution of the Company under applicable state laws.
1.4. CONTINUANCE OF COMPANY. In the event of an occurrence described in ARTICLE 1.3(c), if there are at least two remaining Members, those Members have the right to continue the business of the Company. This right can be exercised only by the unanimous vote of the remaining Members within ninety (90) days after the occurrence of an event described in ARTICLE 1.3(c). If not exercised, the right of the Members to continue the business of the Company will expire.
1.5. BUSINESS PURPOSE. The Company will conduct any lawful business deemed appropriate in carrying out the company’s objectives.
1.6. PRINCIPAL PLACE OF BUSINESS. The Company’s principal place of business is [Insert Company Address].
1.7. THE MEMBERS. The name and residential address of each member is listed in the current Articles of Organization.
1.8. ADMISSION OF ADDITIONAL MEMBERS. Additional members may only be admitted to the Company through a Certificate of New Membership issuance by the company of new interest in the Company or as otherwise provided in this agreement.
ARTICLE II
Capital Contributions
2.1. INITIAL CONTRIBUTIONS. The Members will initially contribute capital to the Company. The agreed total value of such property and cash is [Insert $ Amount Owners are Required to Initially Contribute]
2.2. ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member will be obligated to make any additional contribution to the Company's capital.
ARTICLE III
Profits, Losses and Distributions
3.1. PROFITS/LOSSES. For financial accounting and tax purposes, the Company's net profits or net losses will be determined on an annual basis. These profits and losses will be allocated to the Members in proportion to each Member's capital interest.
3.2. DISTRIBUTIONS. The Members will determine and distribute available funds annually or at more frequent intervals as the Member sees fit. “Available funds” refers to the net cash of the Company available after expenses and liabilities are paid. Upon liquidation of the Company or liquidation of a Member's interest, distributions will be made in accordance with the positive capital account balances or pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b) (2). To the extent a Member has a negative capital account balance, there will be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
ARTICLE IV
Management
4.1 MANAGEMENT OF THE BUSINESS. The Members holding a majority of the capital interests in the Company may vote to elect a Manager or Managers. The Manager(s) may be a Member or Non-Member. The name and residential address of each Manager is noted in the Articles of Organization.
4.2 Member. The liability of the Member shall be limited as provided pursuant to applicable law. The Member is in control, management, direction, and operation of the Company’s affairs and shall have powers to bind the Company with any legally binding agreement, including setting up and operating an LLC company bank account.
4.3 Powers of the Member. The Member is authorized on the Company’s behalf to make all decisions in accordance with ARTICLE 4.2 as to (a) the sale, development lease or other disposition of the Company’s assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company’s assets; (d) the borrowing of money and the granting of security interests in the Company’s assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company’s assets; (f) the compromise or release of any of the Company’s claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the company’s business. In the exercise of its management powers, the Member is authorized to execute and deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company’s assets; (b) all checks, drafts and other orders for the payment of the Company’s funds; (c) all promissory notes, loans, security agreements and other similar documents; and, (d) all other instruments of any other kind relating to the Company’s affairs, whether like or unlike the foregoing.
4.7 Nominee. Title to the Company’s assets shall be held in the Company’s name or in the name of any nominee that the Member may designate. The Member shall have power to enter into a nominee agreement with any such person, and such agreement may contain provisions indemnifying the nominee, except for his willful misconduct.
4.8 Company Information. Upon request, the Managing Member shall supply to any member information regarding the Company or its activities. Each Member or his authorized representative shall have access to and may inspect and copy all books, records and materials in the Managing Member possession regarding the Company or its activities.
4.9 Exculpation. Any act or omission of the Member, the effect of which may cause or result in loss or damage to the Company or the Member if done in good faith to promote the best interests of the Company, shall not subject the Member to any liability to the Member.
4.10 INDEMNIFICATION. The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Member acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “no lo Contendere” or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he/she reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.
4.11 RECORDS. The Member shall cause the Company to keep at its principal place of business or other location the following:
(a) A copy of the Certificate of Formation and the Company Operating Agreement and all amendments;
(b) Copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years;
(c) Copies of any financial statements of the limited liability company for the three most recent years.
ARTICLE V
Compensation
5.1 MEMBER MANAGEMENT FEE. Any Member rendering services to the Company shall be entitled to compensation commensurate with the value of such services.
5.2 REIMBURSEMENT. The Company shall reimburse the Member for all direct out-of-pocket expenses incurred by the Member in managing the Company.
ARTICLE VI
Bookkeeping
6.1 BOOKS. The Member shall maintain complete and accurate books of account of the Company’s affairs at the Company’s principal place of business or other agreed location. Such books shall be kept on such method of accounting as the Member shall select. The company’s accounting period shall be the calendar year.
6.2 MEMBER’S ACCOUNT. The Member shall maintain separate capital and distribution accounts for each member. Each member’s capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and shall consist of his initial capita! contribution increased by:
(a) Any additional capital contribution made by him/her;
(b) Credit balances transferred from his distribution account to his capital account; and decreased by:
(a) Distributions to him/her in reduction of Company capital;
(b) The Member’s share of Company losses if charged to his/her capital account.
6.3 REPORTS. The Member shall close the books of account after the close of each calendar year, and shall prepare and send to each member a statement of such Member’s distributive share of income and expense for income tax reporting purposes.
ARTICLE VII
Transfers
7.1 ASSIGNMENT. According to the appropriate Court, should the Member have a creditor with a judgment that was issued an assignment of the membership interest, the creditor shall only obtain an assignment of the membership interest, not the actual transfer of Membership in the LLC. The new assignee does not have any rights of the Member or have the ability to be involved in management of the LLC or the right to dissolve the LLC. The new assignee is only granted rights of the distributions of the Member’s interests, if the Member decides to distribute at all, not the rights of membership. The assignee must release the Member’s interests back to Member upon payment of the judgment in accordance with the appropriate Court.
ARTICLE VIII
Dissolution
8.1 Dissolution. The Member may dissolve the LLC at any time. The Member may NOT dissolve the LLC for a loss of membership interests. Upon dissolution the LLC must pay its debts first before distributing cash, assets, and/or initial capital to the Member or the Members interests. The dissolution may only be ordered by the Member, not by the owner of the Members interests.
CERTIFICATE OF FORMATION
This Company Operating Agreement is entered into and shall become effective as of the Effective Date by and among the Company and the person executing this Agreement as Member. It is the Member’s express intention to create a limited liability company in accordance with applicable law, as currently written or subsequently amended or redrafted.
The undersigned hereby agree, acknowledge, and certify that the foregoing operating agreement is adopted and approved by each member, the Operating Agreement of [Insert LLC Name] adopted by the member as of [Insert Effective Date].
Member:
Percent of Ownership:
Member Signature: __________________________________________
Member:
Percent of Ownership:
Member Signature: __________________________________________