Drafting Limited Liability Company
Operating Agreements
Published by: Wolters Kluwer
Principal Author: John M. Cunningham
Co-author: Amanda Nelson
FORM 2K IS A MODEL OPERATING AGREEMENT (GENERIC) FOR A DELAWARE SERIES LLC:
1.	WHICH HAS THREE OR MORE MEMBERS; 
2.	WHICH IS MANAGED BY ITS MEMBERS UNDER A SIMPLE GENERAL PARTNERSHIP MANAGEMENT STRUCTURE;
3.	WHICH IS TAXABLE AS A PARTNERSHIP; AND 
4.	WHICH IS A SERIES LLC UNDER § 18-215 OF THE DELAWARE LIMITED LIABILITY COMPANY ACT

 LIMITED LIABILITY COMPANY AGREEMENT
OF _________, LLC

A Member-Managed Multi-Member Delaware Series Limited Liability Company Taxable as a Partnership 

Dated as of ________, 20__

SUMMARY OF CONTENTS
Section 1	INTRODUCTORY PROVISIONS CONCERNING THE LLC	1
Section 2	INTRODUCTORY PROVISIONS CONCERNING THIS AGREEMENT AND THE CERTIFICATE; RIGHTS AND DUTIES OF MEMBERS AS MEMBERS OF SERIES	5
Section 3	ESTABLISHMENT OF SERIES; SEPARATE BOOKS AND RECORDS FOR EACH SERIES; SERIES EXHIBITS	5
Section 4	MEMBERS’ CONTRIBUTIONS TO THE LLC	6
Section 5	LLC ALLOCATIONS TO THE MEMBERS	9
Section 6	LLC DISTRIBUTIONS TO THE MEMBERS	9
Section 7	MEMBERS’ CAPITAL ACCOUNTS	13
Section 8	MEMBER DISSOCIATIONS AND SUSPENSIONS	14
Section 9	TRANSFERS, REDEMPTIONS AND GRANTS OF MEMBERSHIP RIGHTS—DEFINITIONS AND GENERAL RULES	18
Section 10	REDEMPTIONS AND CROSS-PURCHASES OF MEMBERSHIP RIGHTS	20
Section 11	LLC GRANTS OF MEMBERSHIP RIGHTS AFTER THE LLC’s FORMATION	21
Section 12	MEMBERS’ SALES AND OTHER TRANSFERS OF THEIR MEMBERSHIP RIGHTS TO THIRD PARTIES; PLEDGES	21
Section 13	MEMBER MEETINGS	22
Section 14	MEMBER VOTING	23
Section 15	MEMBERS’ RIGHTS TO LLC RECORDS AND INFORMATION	24
Section 16	MEMBERS’ TITLES, FUNCTIONAL RESPONSIBILITIES AND COMPENSATION, ETC.	25
Section 17	MEMBERS’ FIDUCIARY DUTY OF CARE	27
Section 18	MEMBERS’ FIDUCIARY DUTY OF LOYALTY	27
Section 19	MEMBERS’ FIDUCIARY DUTY OF CONFIDENTIALITY	29
Section 20	MEMBERS’ FIDUCIARY DUTY OF DISCLOSURE	30
Section 21	MEMBERS’ DUTY TO COMPLY WITH THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING	31
Section 22	MEMBERS’ REPRESENTATIONS	31
Section 23	LLC RECORD KEEPING	32
Section 24	LLC’s DISSOLUTION, WINDING-UP AND LIQUIDATION	33
Section 25	TERMINATION OF A DESIGNATED SERIES	34
Section 26	TERM AND TERMINATION OF THIS AGREEMENT	35
Section 27	CLAIMS BY THE MEMBERS	36
Section 28	DISPUTE RESOLUTION—MANDATORY MEDIATION	39
Section 29	DISPUTE RESOLUTION—MANDATORY ARBITRATION	40
Section 30	GENERAL PROVISIONS	43

DETAILED TABLE OF CONTENTS
Section 1	INTRODUCTORY PROVISIONS CONCERNING THE LLC	1
1.1	LLC’s Name	1
1.2	LLC May Establish One or More Series under Section 18-215 of the LLC Act	2
1.3	Identification of Initial Members; Admission of Additional Members	2
1.4	Filing of Certificate; Designation of Authorized Persons, Etc.	2
1.5	Entity Status of LLC; Ownership of LLC Assets	2
1.6	LLC’s Principal Purpose	2
1.7	LLC’s Powers	2
1.8	LLC’s Duration	3
1.9	LLC’s Principal Place of Business	3
1.10	LLC’s Registered Agent and Registered Office	3
1.11	Reservation of LLC’s Management to Members	3
1.12	Limited Liability of Members	3
1.13	Limited Liability of Series	3
1.14	Federal and State Taxation of LLC and Members	3
1.15	LLC’s Annual Accounting Period	4
1.16	LLC’s Accounting Method	4
1.17	LLC’s Accounting Firm	5
1.18	LLC’s Principal Tax Adviser	5
1.19	LLC’s Principal Lawyer	5
Section 2	INTRODUCTORY PROVISIONS CONCERNING THIS AGREEMENT AND THE CERTIFICATE; RIGHTS AND DUTIES OF MEMBERS AS MEMBERS OF SERIES	5
2.1	Binding Effect of Agreement; Effective Date	5
2.2	Members’ Acceptance of Certificate	5
2.3	Addition of LLC as Party to Agreement	5
2.4	Rights and Duties of the Members as Members of Series	5
Section 3	ESTABLISHMENT OF SERIES; SEPARATE BOOKS AND RECORDS FOR EACH SERIES; SERIES EXHIBITS	5
3.1	Establishment of Series	6
3.2	Separate Books and Records	6
3.3	Series Exhibits	6
3.4	Transactions among Series, Etc.	6
Section 4	MEMBERS’ CONTRIBUTIONS TO THE LLC	6
4.1	Contribution—Definition	6
4.2	Membership Rights—Definition	6
4.3	LLC Interest—Definition	7
4.4	Members’ Contributions to the LLC in Exchange for Their Membership Rights	7
4.5	No Interest on Contributions or on Accrued Allocations	7
4.6	Valuation of Non-Cash Contributions	7
4.7	Requirement of Signed Writing as Condition for Enforceability of Promises to Make Contributions	7
4.8	Requirement of Unanimous Vote by Other Members in Order to Amend Promise to Make Contribution	8
4.9	Members’ Duty to Make Promised Contributions Even if They Are Disabled, Etc.	8
4.10	Certain Duties of Members Contributing Property to the LLC	8
4.11	Penalties for Failure to Make Promised Contributions	8
4.12	Contributions Include Only Contributions Actually Made, Etc.	9
Section 5	LLC ALLOCATIONS TO THE MEMBERS	9
5.1	Allocations—In General	9
5.2	Formula for LLC Allocations	9
Section 6	LLC DISTRIBUTIONS TO THE MEMBERS	9
6.1	Distribution, Etc. —Definitions	9
6.2	Formula for LLC Allocations of Interim Distributions among the Members	10
6.3	Interim Distributions—In General	10
6.4	Tax Distributions	10
6.5	Liquidating Distributions—General Rules	11
6.6	Payments and Distributions of LLC Assets to be Made by LLC in Connection with Its Liquidation	11
6.7	Status of Members as Unsecured Creditors of LLC with Respect to Distributions	11
6.8	Restrictions on Distributions in Kind	11
6.9	Qualified Income Offsets When Members Have Deficit Capital Accounts	12
6.10	Prohibition Against Certain Distributions	12
6.11	Liability of Members for Authorizing or Receiving Certain Distributions	12
6.12	Members’ Right to Draws	12
6.13	Members’ Right to Reimbursement of Expenses	12
Section 7	MEMBERS’ CAPITAL ACCOUNTS	13
7.1	Capital Account— Definition	13
7.2	LLC’s Duty to Compute Members’ Capital Accounts, Etc.	13
7.3	Method of Computing Members’ Capital Accounts	13
7.4	Revaluations of LLC Assets and of Members’ Capital Accounts	14
Section 8	MEMBER DISSOCIATIONS AND SUSPENSIONS	14
8.1	Dissociation— Definition	14
8.2	Certain Effects of Dissociation upon the Rights of Dissociated Members	14
8.3	Events of Dissociation—In General	15
8.4	Dissociation upon Resignation	15
8.5	Dissociation upon Death	15
8.6	Optional Dissociation of Entity Member upon Dissolution	15
8.7	Optional Dissociation upon Assignment of Entire LLC Interest	15
8.8	Optional Dissociation upon Disability	15
8.9	Optional Dissociation upon Member Bankruptcy	16
8.10	Dissociation upon Expulsion	16
8.11	Members’ Duty to Act on Options with Reasonable Promptness; Deadline for Agreement on Terms of Redemption, Etc.	17
8.12	Member Suspensions—Grounds	17
8.13	Requirement to Amend Agreement upon Change in Number of Members	18
8.14	Effect of Dissociations Resulting in the LLC’s Having No Members	18
8.15	Requirement of Majority Vote	18
Section 9	TRANSFERS, REDEMPTIONS AND GRANTS OF MEMBERSHIP RIGHTS—DEFINITIONS AND GENERAL RULES	18
9.1	Transfer—Definition	18
9.2	Redemption—Definition	19
9.3	Cross-purchase—Definition	19
9.4	Grant—Definition	19
9.5	Obtaining of Advice from the LLC’s Tax Adviser before any Transfer, Redemption or Grant	19
9.6	Obtaining of Advice from the LLC’s Principal Lawyer before Transfer, Redemption or Grant	19
9.7	Signed Writing Required for Transfers, Cross-purchases, Redemptions and Grants	19
9.8	Requirement That Transferees and Grantees Sign This Agreement	19
9.9	Securities Law Compliance	20
Section 10	REDEMPTIONS AND CROSS-PURCHASES OF MEMBERSHIP RIGHTS	20
10.1	No Puts and Calls of Membership Rights Except as Provided in This Section	20
10.2	Option of LLC to Redeem and Other Members to Cross-purchase the Membership Rights of Dissociated Members	20
10.3	Option of Disabled or Deceased Member to Require Redemption or Cross-purchase of the Member’s Membership Rights	20
10.4	Deadline for Determination to Redeem or Cross-purchase, Etc.	21
10.5	Choice between Redemption and Cross-purchase	21
Section 11	LLC GRANTS OF MEMBERSHIP RIGHTS AFTER THE LLC’s FORMATION	21
11.1	LLC Grants of Membership Rights to Third Parties	21
11.2	LLC Grants of Additional Membership Rights to Members	21
Section 12	MEMBERS’ SALES AND OTHER TRANSFERS OF THEIR MEMBERSHIP RIGHTS TO THIRD PARTIES; PLEDGES	21
12.1	Requirement of Unanimous Vote of Other Members for Transfers of Membership Rights to Third Parties	21
12.2	Requirement of Majority Vote of Other Members for Pledges of Membership Rights	21
Section 13	MEMBER MEETINGS	22
13.1	Requirement of Annual Meetings Among the Members	22
13.2	Who May Call Special Meetings of the Members; Notices of Meetings	22
13.3	Meeting Procedures; Members’ Right to Be Heard at Meetings and Otherwise	22
13.4	Appointment of LLC Secretary; Records of Meetings and Decisions	22
13.5	Participation in Meetings via Teleconference	23
Section 14	MEMBER VOTING	23
14.1	Vote, Member Matter, Majority Vote, etc.— Definitions	23
14.2	Number of Votes That Each Member May Cast	23
14.3	Number of Votes Necessary to Decide Member Matters—General Rule of Majority Vote	24
14.4	Validity of LLC Actions and of Member Votes	24
Section 15	MEMBERS’ RIGHTS TO LLC RECORDS AND INFORMATION	24
15.1	Access to LLC Records, Etc.	24
15.2	Restrictions	24
Section 16	MEMBERS’ TITLES, FUNCTIONAL RESPONSIBILITIES AND COMPENSATION, ETC.	25
16.1	Members’ Titles	25
16.2	Members’ Joint Responsibility for Managing the LLC	25
16.3	Members’ Agency Authority; Restriction on Exercise of Agency Authority	25
16.4	Delegations of Management Authority	25
16.5	Members’ Duty to Consult with Other Members	25
16.6	Members’ Responsibility to Obtain Tax Identification Numbers, Etc.	26
16.7	Members’ Duty to Ensure LLC’s Compliance with Laws, Etc.	26
16.8	Members’ Commitment of Time to LLC	26
16.9	Specific Functional Responsibilities of the Members	26
16.10	Members’ Compensation and Fringe Benefits	26
Section 17	MEMBERS’ FIDUCIARY DUTY OF CARE	27
17.1	Members’ Fiduciary Duty of Care; Standard of Care	27
17.2	Competence— Definition	27
Section 18	MEMBERS’ FIDUCIARY DUTY OF LOYALTY	27
18.1	Members’ Fiduciary Duty of Loyalty—General Rule	27
18.2	Members’ Fiduciary Duty Not to Compete Against the LLC, Etc.	27
18.3	Members’ Fiduciary Duty with Respect to LLC Business Opportunities	28
18.4	Members’ Fiduciary Duty in Doing Business with LLC	28
18.5	Members’ Fiduciary Duty to Avoid Improper Personal Benefits	28
18.6	Members’ Fiduciary Duty in Using LLC Property, Etc.	29
18.7	Members’ Fiduciary Duty of Good Faith	29
Section 19	MEMBERS’ FIDUCIARY DUTY OF CONFIDENTIALITY	29
19.1	Members’ Fiduciary Duty of Confidentiality	29
19.2	Binding Effect of This Section; Termination of Binding Effect	29
Section 20	MEMBERS’ FIDUCIARY DUTY OF DISCLOSURE	30
20.1	Members’ Fiduciary Duty of Disclosure in Connection with the LLC’s Formation	30
20.2	Members’ Fiduciary Duty of Disclosure in Connection with the LLC’s Operation and Dissolution, Etc.	30
20.3	Disclosures Concerning Member Relationships and Interests	30
20.4	Nondisclosure Agreements	30
20.5	No Requirement to Breach Privacy	30
20.6	Members’ Duty to Update Disclosures and Representations after Signing of Agreement	30
Section 21	MEMBERS’ DUTY TO COMPLY WITH THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING	31
Section 22	MEMBERS’ REPRESENTATIONS	31
22.1	Members’ Representations	31
22.2	Representations by Entity Member [SUCH AS CORPORATION, LLC OR TRUST] [IF APPLICABLE]	31
Section 23	LLC RECORD KEEPING	32
23.1	LLC’s Duty to Compile and Maintain Records and Information in Compliance with the LLC Act	32
23.2	LLC’s Duty to Compile and Maintain Books of Account and Other Records Required for the Sound Management of the LLC	32
Section 24	LLC’s DISSOLUTION, WINDING-UP AND LIQUIDATION	33
24.1	LLC’s Dissolution, Winding-up and Liquidation— Definitions	33
24.2	Events Causing Dissolution	33
24.3	Effective Date of LLC’s Dissolution	33
24.4	Determination of Date for Delivery of Certificate of Cancellation and for Effective Date of Certificate	33
24.5	Cessation of LLC’s Legal Existence	33
24.6	Exclusion of a Member from Participation in Winding-up Process, Etc.	34
24.7	LLC’s Winding-up	34
24.8	LLC’s Compliance with State Requirements Concerning Liquidating Distributions	34
24.9	Members’ Duty to Dispose of and to Bar Known and Unknown Claims against the LLC	34
24.10	Members’ Duty to Consult with the LLC’s Principal Tax Adviser and Principal Lawyer in Connection with the LLC’s Dissolution, Etc.	34
Section 25	TERMINATION OF A DESIGNATED SERIES	34
Section 26	TERM AND TERMINATION OF THIS AGREEMENT	35
26.1	Term and Termination of Agreement	35
26.2	Survival of Accrued Rights, Etc.	35
26.3	Parties’ Rights after Termination of Agreement to Dispute Resolution in Certain Matters Relating to LLC’s Winding-up, Etc.	35
Section 27	CLAIMS BY THE MEMBERS	36
27.1	Who May Make A Claim; Waivers	36
27.2	Limitation of Fiduciary and Other Duties, Etc.	36
27.3	No Breach of Fiduciary Duty of Care or Loyalty if a Member Relies on LLC Records, Etc.	36
27.4	Presumption of Compliance of Member Actions with the Member’s Duty of Care	37
27.5	Exculpation of Members and Others	37
27.6	Indemnification of Members and Others	37
27.7	Advancement of Mediation, Arbitration and Litigation Expenses to Members	38
27.8	LLC’s Duty to Provide Liability Insurance for Members in Certain Circumstances	38
27.9	Burden of Proof; Standard of Proof	38
27.10	Shifting of Burden of Proof in Certain Cases Involving Claims of Breach of Fiduciary Duties	38
Section 28	DISPUTE RESOLUTION—MANDATORY MEDIATION	39
28.1	Mandatory Mediation	39
28.2	Procedural Rules	39
28.3	Notice of Mediation; Selection of Mediator, Etc.	39
28.4	Mediation Expenses	39
28.5	Confidentiality	39
28.6	Members’ Duty to Perform Their Obligations during Mediation	40
28.7	Arbitration	40
Section 29	DISPUTE RESOLUTION—MANDATORY ARBITRATION	40
29.1	Mandatory Arbitration	40
29.2	Notice of Arbitration; Arbitration Rules, Etc.; Commencement of Arbitration	40
29.3	Referral of Arbitration to AAA	40
29.4	Arbitrable Matter— Definition	41
29.5	Matters That the Members May Litigate	41
29.6	Arbitrator’s Right to Supplement Agreement	41
29.7	Arbitrator’s Duty to Set Forth Award in Writing, Etc.	41
29.8	Confidentiality	41
29.9	Rules Governing Allocation of Arbitration Expenses among the Members	42
29.10	Governing Law	42
29.11	Members’ Duty to Perform Their Obligations during Arbitration	42
29.12	Inclusion of Certain Former Parties, Etc., as Parties to Dispute Resolution	42
29.13	Permissible Defenses and Remedies	43
29.14	Prohibition of Appeal; Entry of Awards	43
Section 30	GENERAL PROVISIONS	43
30.1	Entire Agreement	43
30.2	Amendment of Agreement and Certificate	43
30.3	Incorporation of Exhibits	43
30.4	Resolution of Conflicts between Agreement and Certificate	43
30.5	Effect of LLC Act	44
30.6	Governing Law	44
30.7	Effect of Changes of Law	44
30.8	Forum for Litigation; Acceptance of Personal Jurisdiction; Awarding of Litigation Expenses	44
30.9	Notices	44
30.10	Effect of Captions	45
30.11	Rules Governing Construction and Application of This Agreement	45
30.12	Meaning and Construction of “Day,” “Include,” Etc.	45
30.13	Meaning and Construction of Number and Gender	45
30.14	Delays and Omissions in Exercising Rights, Etc; Waivers of Rights, Etc.	46
30.15	Severability of Provisions	46
30.16	Permissibility and Validity of Counterparts	46
30.17	Requirement of Certain Further Actions by the Parties	46
30.18	Parties’ Acknowledgment of Adequacy of Consideration	47
30.19	Validity of Facsimile Signatures	47
30.20	No Third Party Beneficiaries	47
30.21	Joint Representation by Attorney [IF APPLICABLE]	47

TABLE OF EXHIBITS

EXHIBIT A	Certificate of Formation
EXHIBIT B	Member Contributions
EXHIBIT C	Form of Series Exhibit
EXHIBIT D	Member Draws
EXHIBIT E	Specific Functions of the Members
EXHIBIT F	Member Compensation and Fringe Benefits
EXHIBIT G	Protected Series 1
EXHIBIT H	Protected Series 2
EXHIBIT I	Protected Series 3

 
LIMITED LIABILITY COMPANY AGREEMENT
OF ________, LLC

DATE OF AGREEMENT; PARTIES
This limited liability company operating agreement (the “Agreement”), dated as of ________, is among the following parties (the “members”):

1.	[NAME OF MEMBER], an individual, a resident of the State of [STATE], residing at __________________________________;
2.	[NAME OF MEMBER], an individual, a resident of the State of [STATE], residing at ___________________________________; and 
3.	[NAME OF MEMBER], an individual, a resident of the State of [STATE], residing at __________________________.

Promptly after the formation of _____________, LLC (the “LLC”), the LLC shall be automatically added as a party to the Agreement under Section 2.3.
STATEMENT OF BACKGROUND
1.	The members intend to form the LLC under the Delaware Limited Liability Company Act (the “LLC Act”), 6 Del. C. § 18-101 et seq. as a protected series limited liability company under § 18-215 of the LLC Act.
2.	The principal purpose of the LLC will be to [STATE PURPOSE HERE].
3.	This Agreement sets forth the agreement of the parties about their respective rights and duties as parties to the Agreement and about the business, internal affairs and taxation of the LLC.
TERMS AND CONDITIONS

The parties, intending to be legally bound, agree as follows:
Section 1	INTRODUCTORY PROVISIONS CONCERNING THE LLC
1.1	LLC’s Name
The name of the LLC shall be _______.
1.2	LLC May Establish One or More Protected Series under Section 18-215 of the LLC Act 
Upon the unanimous vote of the members in each case, the LLC may establish one or more designated protected series to hold designated property to be acquired by the LLC.  The economic rights of the members and the other rights, authority and duties of the members as members of each such protected series shall be as set forth in the LLC Act and in this Agreement.
1.3	Identification of Initial Members; Admission of Additional Members 
On the date of formation of the LLC, the members shall be the only members of the LLC.  Additional members shall be added to the LLC only in accordance with Sections 10 and 11 (concerning, respectively, grants and transfers of membership rights).
1.4	Filing of Certificate; Designation of Authorized Persons, Etc. 
(a)	Filing of Certificate.  On or promptly after the effective date of this Agreement (as defined in Section 2.1), the members shall cause the certificate of formation (the “Certificate”) to be filed with the Secretary of State (the “Secretary of State”) of the State of Delaware.  The Certificate as filed shall be substantially identical in form and content to that set forth in Exhibit A.
(b)	Designation of Members to Execute Statements, Etc.  Each member is hereby designated as an authorized person within the meaning of § 18-201(a) of the LLC Act and is authorized to execute and file (or to direct the execution and filing of) any statements or certificates required or permitted by the LLC Act or other applicable laws.
(c)	Designation of Members to Do Certain Other Acts.  Each member is hereby designated and authorized to do such other acts as may be appropriate to comply with all requirements for (i) the formation, continuation and operation of the LLC, (ii) its ownership of property, and (iii) the conduct of its business under the laws of the State of Delaware and any other jurisdiction in which the LLC may own property or conduct business.
1.5	Entity Status of LLC; Ownership of LLC Assets
Upon its formation, the LLC shall be a legal entity separate and distinct from its members.  The LLC shall own all of its assets in its own name and no member shall have any direct interest in those assets.
1.6	LLC’s Principal Purpose
The LLC’s principal purpose shall be as set forth above.  The LLC may also pursue any other purpose permitted by law and approved by the majority vote of the members.
1.7	LLC’s Powers
In pursuing its lawful purposes, the LLC shall have the power to do all things that LLCs are permitted to do under the LLC Act, including any powers that are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the LLC.
1.8	LLC’s Duration
The legal existence of the LLC shall begin on the date of filing of the Certificate.  The duration of the LLC shall be indefinite and shall terminate only as set forth in Section 24 (concerning the LLC’s dissolution, winding-up and liquidation).
1.9	LLC’s Principal Place of Business
Upon the LLC’s formation, the address of the LLC’s principal place of business shall be __________.  The members may change the LLC’s principal place of business from time to time by the majority vote of the members.  
1.10	LLC’s Registered Agent and Registered Office
The LLC’s registered agent and registered office shall be as set forth in the Certificate.  The LLC may change its registered agent and office from time to time by the majority vote of the members.  The members shall amend the Certificate to reflect the change.
1.11	Reservation of LLC’s Management to Members
The management of the LLC shall be reserved to the members.
1.12	Limited Liability of Members
No member shall be personally obligated to any third party for any debt, obligation or liability of the LLC solely because of being a member.  
1.13	Limited Liability of Protected Series
In accordance with § 18-215(b) of the LLC Act:
(a)	The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series established under this Agreement shall be enforceable against the assets of such series only, and not against the assets of the LLC generally or against any other series thereof; and 
(b)	Unless otherwise provided in this Agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the LLC generally or any other series thereof shall be enforceable against the assets of such series.  
1.14	Federal and State Taxation of LLC and Members 
(a)	Federal Income Taxation.  
(1)	The LLC.  For all federal income tax purposes, the LLC shall be subject to federal income tax treatment as a partnership under Internal Revenue Code (“IRC”) Subchapter K (“Subchapter K”).
(2)	LLC is Single Entity.  The LLC shall be treated as a single entity for all federal tax purposes, and no series of the LLC shall be treated as an entity separate from the LLC for any federal tax purpose. 
(3)	The Members.  On their respective shares of LLC income, losses, deductions, credits and other tax items (collectively, the LLC’s “tax items”), the members shall be subject to federal income tax treatment as partners under Subchapter K.
(4)	Allocations in Respect of Series.  All allocations of its tax items by the LLC to the members in respect of a series shall be treated as special allocations by the LLC under IRC § 704(a) and shall be made in compliance with IRC § 704(b), the regulations thereunder and all other applicable federal tax authorities.  
(5)	Distributions in Respect of Series.  All distributions to the members by the LLC of cash and other assets associated with any series shall be treated as special allocations by the LLC under IRC § 704(a) and shall be made in compliance with IRC § 704(b), the regulations thereunder and all other applicable federal tax authorities.  
(b)	Self-Employment Taxation of Members Who Are Individuals.  Individuals who are members of the LLC shall be subject to Self-Employment Tax on their respective shares of LLC income as provided in IRC §§ 1401 and 1402 and Internal Revenue Service Prop. Reg. § 1.1402(a)-2.
(c)	Construction of Agreement.  This Agreement shall be construed and applied so as to ensure full compliance with the provisions of (i) Subchapter K; (ii) IRC §§ 1401 and 1402; and (iii) federal tax authorities thereunder as in effect from time to time.
(d)	State Taxation. The LLC and the members shall be taxable under the laws of [RELEVANT STATES] as provided by those laws and by the regulations thereunder.
(e)	Annual Fee.  The LLC shall pay to the State of Delaware the annual fee in accordance with §§ 18-1107(b) and (c) of the LLC Act. 
1.15	LLC’s Annual Accounting Period
The LLC’s annual accounting period for financial and tax purposes shall be the calendar year [OR OTHER APPROPRIATE PERIOD].
1.16	LLC’s Accounting Method
(a)	Use of Federal Income Tax Definitions, Etc.  In computing its income, deductions and other tax and financial items, the LLC shall use federal income tax definitions and rules to the extent available under applicable federal tax authorities.
(b)	Cash [ACCRUAL, ETC.] Basis for Recognizing Income, Etc.  In determining when to recognize income, expenses and other tax items, the LLC shall use the cash [OR ACCRUAL OR OTHER] basis.  
1.17	LLC’s Accounting Firm
The LLC’s accounting firm shall be [NAME OF ACCOUNTING FIRM].  The members may terminate the LLC’s relation with this firm and may choose another firm as its accounting firm upon the majority vote of the members.  
1.18	LLC’s Principal Tax Adviser
The LLC’s principal tax adviser shall be [NAME OF TAX ADVISER].  The members may terminate the LLC’s relation with this principal tax adviser and may choose another principal tax adviser upon the majority vote of the members.
1.19	LLC’s Principal Lawyer
The LLC’s principal lawyer shall be [NAME OF LAWYER OR LAW FIRM].  The members may terminate the LLC’s relation with this lawyer and may choose another lawyer upon the majority vote of the members.
Section 2	INTRODUCTORY PROVISIONS CONCERNING THIS AGREEMENT AND THE CERTIFICATE; RIGHTS AND DUTIES OF MEMBERS AS MEMBERS OF A PROTECTED SERIES
2.1	Binding Effect of Agreement; Effective Date
This Agreement shall bind the members when each of them has signed it.  The effective date of the Agreement (the “Effective Date”) shall be the date on which the last of the members to sign and date it shall have done so.
2.2	Members’ Acceptance of Certificate 
Each member has reviewed and hereby approves and accepts the Certificate.  
2.3	Addition of LLC as Party to Agreement
Upon the formation of the LLC, the LLC shall automatically become a party to this Agreement.
2.4	Rights and Duties of the Members as Members of Series
Except as otherwise expressly provided in this Agreement, all rights and duties of a member as a member of the LLC, including rights to allocations, distributions, the maintenance of capital accounts, redemptions, cross-purchases, transfers of membership rights, voting, meetings, fiduciary matters and disputes among the members, shall be deemed to apply to each member in his capacity as a member of each series under Section 3 of this Agreement of which the member is a member.   
Section 3	ESTABLISHMENT OF SERIES; SEPARATE BOOKS AND RECORDS FOR EACH SERIES; SERIES EXHIBITS
3.1	Establishment of Series
Whenever the members decide to purchase a specific parcel of real property and agree as to the contribution that each of them shall make to cover the purchase price of the parcel, they shall establish a series with which to associate that parcel.  Each such series shall be identified by a separate Arabic numeral in the order of its establishment.  No series shall be established except by unanimous vote of the members.
3.2	Separate Books and Records
The LLC shall establish and maintain separate books and records for each series, and each record relating to the ownership of each parcel associated with a specific series shall specifically identify the series with which the parcel is associated and shall clearly identify each such parcel.
3.3	Protected Series Exhibits
The members of each series established under this Agreement shall and agree upon the terms of an exhibit for that series (a “series exhibit”), and each series exhibit shall be attached to this Agreement.  Each series exhibit shall contain at least the information required in the attached Exhibit C (“Form of Series Exhibit”).
3.4	Transactions Among Protected Series, Etc. 
The members shall not cause or permit any transactions among two or more series established under this Agreement or among any of these series and the LLC unless they first consult about the transaction with the LLC’s legal and tax advisers.
Section 4	MEMBERS’ CONTRIBUTIONS TO THE LLC
4.1	Contribution—Definition
For purposes of this Agreement, a contribution shall mean any cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services that a person contributes to the LLC or to any series in exchange for the person’s membership rights (as defined in Section 4.2) as a member of the LLC or of the series. 
4.2	Membership Rights—Definition
For purposes of this Agreement, the membership rights of a member shall mean the totality of the member’s rights as a member under the Agreement and the LLC Act, including both:
(a)	Economic rights; and 
(b)	Non-economic rights (such as voting rights, agency rights, rights to receive notice of, to attend and to participate in meetings, rights with respect to LLC information, fiduciary rights and dispute resolution rights).
A member’s economic rights shall include, but shall not necessarily be limited to, the member’s LLC interest (as defined in Section 4.3).
4.3	LLC Interest—Definition
A member’s LLC interest shall mean the member’s right under this Agreement and under the LLC Act to receive:
(a)	Allocations of the LLC’s income and losses; and
(b)	Distributions of the LLC’s cash and other assets.
4.4	Members’ Contributions to the LLC in Exchange for Their Membership Rights
(a)	Initial Contributions.  Promptly after the LLC’s formation, the members shall, in exchange for their membership rights, make contributions to the LLC of the cash, property, services and promises of cash, property and services identified in the attached Exhibit B and in accordance with all other terms set forth in that exhibit.  
(b)	Contributions in Respect of Series.  Each member shall make contributions in respect of a series of which the member is a member as provided in the series exhibit relating to that series.
(c)	No Contributions Except as Provided in This Section.  No member shall be obligated to make a contribution to the LLC or in respect of a series except as provided in this Section 4.4.
(d)	Contributions of New Members.  Members admitted to the LLC after its formation shall make contributions in exchange for their membership rights as members of the LLC or of specific series as set forth in amendments to the relevant exhibits.
(e)	Documentation of Contribution.  Promptly after any member makes a contribution to the LLC or to any series, the LLC shall file in the LLC’s or the series’ records one or more documents, such as photocopies of cancelled checks, documentary evidence of bank transfers, or photocopies of executed bills of assignment, showing that the member has made the contribution. 
4.5	No Interest on Contributions or on Accrued Allocations
The members shall earn no interest on their contributions under this Section 4 or on amounts allocated to them under Section 5.
4.6	Valuation of Non-Cash Contributions
Before any member makes a contribution to the LLC in a form other than cash, the members shall agree by unanimous vote as to the value of that contribution. 
4.7	Requirement of Signed Writing as Condition for Enforceability of Promises to Make Contributions
No promise by a member to make a contribution to the LLC shall be enforceable unless it is set forth in this Agreement or in another writing and signed by the member.
4.8	Requirement of Unanimous Vote by Other Members in Order to Amend Promise to Make Contribution
No term of any promise by a member to make a contribution to the LLC shall be amended except with the unanimous vote of the other members.
4.9	Members’ Duty to Make Promised Contributions Even if They Are Disabled, Etc.
Each member and the member’s representative or successor shall be obligated to perform any promise by the member to make a contribution to the LLC even if the member is prevented from doing so because of disability, death, or otherwise.
4.10	Certain Duties of Members Contributing Property to the LLC
(a)	No Conflict as to Contribution.  A member obligated to contribute property other than cash to the LLC under this Agreement shall, before making any such contribution, ensure:
(1)	That there is no conflict between this obligation and any obligation of the member to any other person, including an obligation under any other agreement or under any testamentary instrument of the member; and 
(2)	That the contribution is consistent with any applicable laws concerning fraudulent transfers.  
(b)	Warrant of No Conflict, Etc.  By signing this Agreement, the member shall warrant the absence of any conflict or inconsistency referred to in Section 4.10(a).
4.11	Penalties for Failure to Make Promised Contributions
(a)	Penalties.  If a member (the “defaulting member”) fails to make a contribution in accordance with Exhibit B, the non-defaulting members may impose upon the defaulting member any penalty that the non-defaulting members believe to be reasonable in the circumstances.  Penalties may include:
(1)	Reduction or elimination of the defaulting member’s membership rights;
(2)	Forfeiture of all or a portion of the defaulting member’s membership rights; or
(3)	Sale of all or a portion of the defaulting member’s membership rights.
(b)	Consultation with Principal Tax Adviser and Principal Lawyer.  In determining a penalty to apply under this Section 4.11, the non-defaulting members shall use reasonable efforts to consult in advance with the LLC’s principal tax adviser and principal lawyer.  
4.12	Contributions Include Only Contributions Actually Made, Etc.
For purposes of this Agreement, the contributions of a member shall include only contributions that the LLC has actually received from the member and has not returned to the member.
Section 5	LLC ALLOCATIONS TO THE MEMBERS 
5.1	Allocations—In General 
(a)	Allocation—Definition.  For purposes of this Agreement, an allocation by the LLC to a member of the LLC’s tax items shall mean an apportionment of these items to the member’s capital account (as defined in Section 7) or in respect of the series.  
(b)	Items Allocable to the Members.  The dollar items of the LLC that the LLC shall allocate to the members under this Agreement shall be the LLC’s tax items (as defined in Section 1.14(a)(3)). 
5.2	Formula for LLC Allocations 
The LLC shall allocate its tax items among the members in proportion to the members’ respective contributions to the LLC and, if the member is a member of any series, in proportion to the aggregate value of the member’s contributions to that series.  However:
(a)	Allocations Disproportionate to Capital Contributions.  If the LLC allocates any of its tax items to a member in a manner that is disproportionate to the member’s share of LLC or series contributions, the LLC shall make this allocation in compliance with the requirements of IRC § 704(b) and the U.S. Treasury Regulations (the “Regulations”) thereunder (governing allocations disproportionate to capital contributions).
(b)	Allocations in Respect of Contributed Property.  If a member makes a contribution of property other than cash to the LLC or to any series, the LLC shall allocate its tax items among the contributing member and the non-contributing members in respect of this property in compliance with IRC § 704(c)(1)(A) and the Regulations thereunder (governing allocations relating to contributed property that has appreciated or depreciated in the hands of its contributor before its contribution).
Section 6	LLC DISTRIBUTIONS TO THE MEMBERS 
6.1	Distribution, Etc. —Definitions
For purposes of this Agreement:
(a)	Distribution—Definition.  A distribution by the LLC to a member shall mean any transfer of its cash or other assets to the member except: 
(1)	Payments to a member relating to transactions covered by IRC § 707(a) (concerning transactions of the LLC with members acting in capacities other than as members); 
(2)	Payments to a member under IRC § 707(c) (concerning guaranteed payments to a member for services to or for the LLC or for the LLC’s use of the member’s capital); and
(3)	Reimbursements of expenses to a member under Section 6.13.
(b)	Interim Distribution—Definition.  An interim distribution to a member shall mean any distribution except a liquidating distribution (as defined in Sections 6.1(c)(1) and (2)).  
(c)	Liquidating Distribution—Definition.  A liquidating distribution shall mean a distribution to a member in connection with:
(1)	The LLC’s partial or complete redemption of the member’s membership rights; or
(2)	The LLC’s dissolution and liquidation.
6.2	Formula for LLC Allocations of Interim Distributions Among the Members
The LLC shall allocate interim distributions among the members in compliance with the formula on the basis of which it allocates its tax items among them under Section 5.2.
6.3	Interim Distributions—In General 
Except as otherwise provided in Section 6.4, the following matters shall be determined by the majority vote of the members:  
(a)	Whether the LLC shall make an interim distribution to the members;
(b)	The amount of any such distribution; and
(c)	The timing of the distribution.
6.4	Tax Distributions
(a)	Distributions for Members’ Tax Obligations.  To the extent that the LLC’s financial condition and other relevant factors permit, the LLC shall make interim distributions (“tax distributions”) to the members at such times and in such amounts as to enable them to pay federal, state and other taxes on their shares of LLC income and of any income of a series of which the members are members on time and in full.  
(b)	Same Basis as Income Allocations.  The LLC shall allocate tax distributions among the members on the basis on which the LLC allocates its income among them.  
(c)	Highest Tax Rate on Member Assumed.  In computing the amount of each such distribution to each member, the LLC shall assume that the member is obligated to pay the highest combined federal and state marginal rate of tax on the member’s share of LLC or series income.
6.5	Liquidating Distributions—General Rules
(a)	Redemption.  The LLC shall make liquidating distributions to members in connection with its redemption of their membership rights in compliance with Section 10 (concerning redemptions and cross-purchases of membership rights).  
(b)	Liquidating Distributions after LLC’s Dissolution.  The LLC shall make liquidating distributions to the members in connection with the liquidation of the LLC or of any series of the LLC in compliance with Section 6.6.
6.6	Payments and Distributions of LLC Assets to be Made by LLC in Connection with Its Liquidation
(a)	Order of Payments and Distributions.  Upon completion of the LLC’s winding-up (as defined in Section 24.1(b)), the LLC shall pay out its cash and other assets in connection with its liquidation to the following persons in the following order:
(1)	Payment of Creditors.  The LLC shall pay (or shall make adequate provision to pay) its creditors, including members who are creditors.
(2)	Distributions to the Members.  The LLC shall distribute any remaining LLC assets to the members in such a manner that after these distributions, each member shall have a capital account of zero.
(b)	Timing of Payments; Compliance with IRC § 704(b), Etc.  To the extent reasonably practicable, the LLC shall make the above payments on or before the date of termination of the LLC’s legal existence.  It shall make all such payments in compliance with (i) all applicable provisions of IRC § 704(b) and the Regulations; and (ii) other applicable federal and state law.
6.7	Status of Members as Unsecured Creditors of LLC with Respect to Distributions
Each member shall have the status of an unsecured creditor with respect to distributions to which the member is entitled under the Agreement.
6.8	Restrictions on Distributions in Kind
If this Agreement or applicable law requires the LLC to make a distribution to any member:
(a)	The member may not compel the LLC to make the distribution except in the form of cash; and
(b)	The LLC may not compel a member to accept the distribution except in the form of cash.
6.9	Qualified Income Offsets When Members Have Deficit Capital Accounts
(a)	Qualified Income Offset
(1)	Special Allocation to Eliminate Deficit Capital Account.  If a member unexpectedly receives an adjustment, allocation, or distribution described in Regulations §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) that results in a member’s having a deficit capital account, the LLC shall specially allocate items of LLC income and gain to the member in an amount and manner sufficient to eliminate, to the extent required by applicable Regulations, the deficit capital account of the member as quickly as possible.  
(2)	Restriction on Allocations to Cure Deficit Capital Accounts.  However, an allocation under Section 6.9(a)(1) of this Agreement shall be made only if and to the extent that the member would have a deficit capital account after all other allocations provided for in this Section and elsewhere in this Agreement and its exhibits have been tentatively made as if Section 6.9(a)(1) were not in this Agreement.
(b)	Offsetting Allocations to the Other Members.  If the LLC makes an allocation to a member under Section 6.9(a)(1) for any relevant taxable year of the LLC, it shall, to the extent permitted by the Regulations, make offsetting allocations to the other members as soon as reasonably possible thereafter.
6.10	Prohibition Against Certain Distributions
The LLC shall make no distribution to the members if, at the time of the distribution and after giving effect to the distribution, the LLC’s liabilities would exceed the fair value of its assets within the meaning of § 18-607(a) of the LLC Act.
6.11	Liability of Members for Authorizing or Receiving Certain Distributions
Members who vote to authorize distributions prohibited under § 18-607(a) of the LLC Act and members who receive these distributions shall be liable as provided in § 18-607(b) of the LLC Act.
6.12	Members’ Right to Draws
During any taxable year of the LLC, members shall be entitled to receive draws on their shares of projected LLC income for that year in accordance with the attached Exhibit D as amended from time to time by the majority vote of the members.  For purposes of this Agreement, a draw shall mean an interim distribution by the LLC to a member during a taxable year on the basis of a projection of the member’s share of LLC income for that year.
6.13	Members’ Right to Reimbursement of Expenses
If any member reasonably incurs an expense on behalf of the LLC and reasonably documents this expense to the LLC, the LLC shall reimburse the member for this expense as promptly as reasonably possible after receiving this documentation.
Section 7	MEMBERS’ CAPITAL ACCOUNTS
7.1	Capital Account—Definition
A member’s capital account shall mean the dollar amount of the member’s respective portion of the equity of the LLC and in respect of any series of which he is a member as determined in accordance with U.S. Treasury Regulation § 1.704-1(b)(2)(iv) and other applicable Regulations as in effect from time to time.
7.2	LLC’s Duty to Compute Members’ Capital Accounts, Etc.
The LLC shall compute the capital account of each member:
(a)	The LLC shall maintain a capital account for each member in respect of the LLC and in respect of each series of which the member is a member.    
(b)	The LLC shall compute the capital account of each member:
(1)	At its own expense, whenever required to do so by federal and state tax law or by the vote of the members; and 
(2)	At any other time upon reasonable request by a member, but the requesting member shall pay the LLC in advance the reasonable costs of complying with the request.
7.3	Method of Computing Members’ Capital Accounts
Except as otherwise required by applicable Regulations, the LLC shall compute the capital account of each member as follows:
(a)	Addition of Amount of Contributed Cash.  The LLC shall add to the member’s capital account the amount of any cash that the member contributes to the LLC and to any series of the LLC.
(b)	Addition of Fair Market Value of Contributed Property.  The LLC shall add to the member’s capital account the fair market value of any property that the member contributes to the LLC and to any series of the LLC (net of liabilities secured by this property that the LLC assumes or takes subject to within the meaning of IRC § 752).
(c)	Addition of Allocations.  The LLC shall add to the member’s capital account any LLC income that it allocates to the member under Section 5.
(d)	Subtraction of Losses.  The LLC shall subtract from the member’s capital account any LLC loss that it allocates to the member under Section 5 in respect of the LLC or in respect of any series.
(e)	Subtraction of Distributed Cash.  The LLC shall subtract from the member’s capital account the amount of any cash that it distributes to the member from the assets of the LLC or from the assets associated with any series of which the member is a member.
(f)	Subtraction of Fair Market Value of Distributed Property.  The LLC shall subtract from the member’s capital account the fair market value of any property that it distributes to the member (net of liabilities secured by that property).
7.4	Revaluations of LLC Assets and of Members’ Capital Accounts
The LLC shall revalue the LLC’s assets and shall correspondingly revalue the members’ capital accounts whenever a revaluation of the LLC’s assets:
(a)	Is required under applicable Regulations; or 
(b)	Is permitted under these Regulations and is approved by the majority vote of the members.
Section 8	MEMBER DISSOCIATIONS AND SUSPENSIONS 
8.1	Dissociation— Definition
Except as provided in Section 8.7 (concerning assignments of entire LLC interests), the dissociation of a member shall mean the termination of all of the member’s membership rights except:
(a)	The member’s LLC interest (as defined in Section 4.3); 
(b)	The rights identified in Section 8.2(a); and
(c)	Any rights the member may have under Section 10 (“Redemptions and Cross-purchases of Membership Rights”).
8.2	Certain Effects of Dissociation upon the Rights of Dissociated Members 
(a)	Certain Continuing Rights.  If, after dissociation, a former member retains all or any part of the former member’s LLC interest, the former member shall, subject to any contrary order by an arbitrator under Section 29, be entitled to the following rights:
(1)	Information Rights.  Subject to reasonable restrictions as determined from time to time by the remaining members, the former member shall be entitled to inspect and copy at the former member’s own expense all LLC information reasonably relevant to allocations and distributions to the former member in respect of this LLC interest.  
(2)	Dispute Resolution Rights.  The former member shall be entitled to invoke the dispute resolution provisions of Sections 28 and 29 with respect to the former member’s LLC interest.
(b)	Termination of Duties.  Subject to any contrary provision in Section 18 (relating to the duty of loyalty) and Section 19 (relating to the duty of confidentiality), a person who has been dissociated from the LLC shall have no fiduciary or other duties to the LLC.
(c)	Liabilities.  A person who has been dissociated from the LLC shall have no liabilities to the LLC except liabilities that accrued to the member before the member’s dissociation.
8.3	Events of Dissociation—In General 
A member shall be subject to dissociation from the LLC only upon the occurrence of an event identified in Sections 8.4 through 8.10.  The effective date of each such dissociation shall be as set forth in this Section 8.
8.4	Dissociation upon Resignation
(a)	Resignation—Definition.  For purposes of this Section 8, the resignation of a member shall mean the member’s voluntary renunciation of all of the member’s membership rights except the rights identified in Section 8.1.
(b)	Resignation—in General; Effective Date.  A member shall be dissociated upon resigning from the LLC in compliance with Section 8.4(c).  The effective date of the dissociation shall be the effective date of the resignation.
(c)	Notice; Effective Date.  A member may resign as a member of the LLC by giving written notice of resignation to the other members.  The resignation shall be effective ___ days after the other members have received the notice.  The member shall incur no liability to the other members or the LLC merely by reason of the resignation.
8.5	Dissociation upon Death
A member shall be dissociated upon the member’s death.  The effective date of the dissociation shall be the date of the member’s death.
8.6	Optional Dissociation of Entity Member upon Dissolution  
Upon (i) the dissolution of a member that is an entity or (ii) the occurrence of any condition or event terminating that member’s legal existence, the other members shall have the option to dissociate that member if they reasonably determine that the dissociation is in the LLC’s best interest.  
8.7	Optional Dissociation upon Assignment of Entire LLC Interest
If a member assigns the member’s entire LLC interest to a third party, the other members shall have the option to dissociate the assigning member.  Notwithstanding Section 8.1, the dissociated member shall no longer have any rights or liabilities as a member except for any rights or liabilities which accrued to the member prior to the dissociation.  The dissociation shall be effective on or after the effective date of the assignment as determined by the other members.
8.8	Optional Dissociation upon Disability  
(a)	Disability—Definition.  For purposes of this Section 8.8, a disability means any physical or mental impairment incurred by a member that substantially prevents the member from performing the member’s responsibilities to the LLC for a period of _____ consecutive days.  
(b)	Option to Dissociate.  If a member incurs a disability (as defined in Section 8.8(a)), the other members shall have the option to dissociate the member if they reasonably determine that the dissociation is in the LLC’s best interest.  
(c)	Right of Disabled Members to Appoint Proxies.  If, because of a disability or otherwise, a member is unable to exercise the member’s rights as a member under this Agreement, the member or the member’s legal representative may appoint a proxy to exercise these rights if this appointment is approved in advance by the other members.  
8.9	Optional Dissociation upon Member Bankruptcy  
The other members shall have the option to dissociate a member if:
(a)	 The member files for bankruptcy or any similar relief; or 
(b)	One or more creditors of the member file a petition to have the member declared bankrupt or any similar petition and this petition is not dismissed within 60 days after being filed; and
(c)	The non-bankrupt members reasonably determine that the dissociation is in the LLC’s best interest.
8.10	Dissociation upon Expulsion
(a)	Expulsions—in General; Effective Date.  A member shall be dissociated upon being expelled from membership in the LLC in compliance with Sections 8.10(b) and (c).  The effective date of the expulsion shall be determined by the other members.  
(b)	Expulsions—Substantive Grounds.  Subject to the provisions of Section 8.10(c), the other members shall have an option to expel a member from the LLC on any of the following grounds:
(1)	Breach of Agreement.  The other members shall have the option to expel a member if they reasonably determine that:
(A) The member (“the breaching member”) has materially breached a duty of the member under this Agreement (including any duty to provide personal services to or for the LLC); 
(B) The non-breaching members have given the breaching member written notice of this breach; and 
(C) The breaching member has failed to cure the breach, if curable, within a reasonable period after receiving this notice. 
(2)	Breach of Trust.  A breach of the Agreement by a member that has a material adverse effect on the other members’ trust of the breaching member shall be deemed to be a noncurable breach.
(3)	Misconduct Affecting the LLC’s Reputation.  The other members shall have the option to expel a member if they reasonably determine that the member has engaged in misconduct that has caused or is likely to cause a material adverse impact on the reputation of the LLC or on its business or internal affairs.
(4)	Serious Illegal or Immoral Conduct.  The other members shall have the option to expel a member if they reasonably determine that the member has engaged in serious illegal or immoral conduct.
(c)	Expulsions—Procedural Requirements.  Before expelling a member, the other members shall accord the member reasonable notice and a reasonable opportunity to be heard.
8.11	Members’ Duty to Act on Options with Reasonable Promptness; Deadline for Agreement on Terms of Redemption, Etc.
(a)	General Rule.  The remaining members shall exercise all options available under Sections 8.6 through 8.10 and shall take all other actions under this Section or relating to a dissociated member with reasonable promptness.  
(b)	Determination of Buy-out Price; Closing of Buy-out.  Within __ days after the effective date of a member’s dissociation under this Section 8, the remaining members and the dissociated member (or that member’s heir or legal representative, as the case may be) shall do the following:
(1)	They shall determine the price and non-price terms of any redemption or cross-purchase; and
(2)	They shall close any such redemption or cross-purchase.
8.12	Member Suspensions—Grounds
(a)	Requirement of Reasonable Grounds for Suspension.  A member may be suspended from membership under this Section 8.12 if:
(1)	The members voting for the suspension are acting in good faith; and
(2)	There is a substantial possibility that the member can be validly expelled under Section 8.10.
(b)	Terms of Suspension.  No suspension under this Section 8.12 shall be valid unless its duration and its other terms are determined to be reasonable in mediation or arbitration under Sections 27 and 28.  The terms of a member’s suspension may include, if reasonable, a complete or partial suspension of allocations, distributions and compensation to the suspended member.
8.13	Requirement to Amend Agreement upon Change in Number of Members
If, for any reason, the number of members changes after the Effective Date, the members (or, if there is only one member after the change, the member) shall, with reasonable promptness, consult with the LLC’s principal lawyer and, if necessary, cause this Agreement to be amended so as to be suitable for the resulting number of members.
8.14	Effect of Dissociations Resulting in the LLC’s Having No Members
If, for any reason, all of the members are dissociated from the LLC at the same or approximately the same time, their successors as members or their legal representatives (as the case may be) shall be deemed to have succeeded to all of their respective membership rights for all purposes of this Agreement and the legal existence of the LLC shall continue.
8.15	Requirement of Majority Vote
All actions by the other members relating to the dissociation or suspension of a member shall be taken by majority vote of the other members. 
Section 9	TRANSFERS, REDEMPTIONS AND GRANTS OF MEMBERSHIP RIGHTS—DEFINITIONS AND GENERAL RULES 
9.1	Transfer—Definition
(a)	Transfer—Definition.  For purposes of this Agreement, a transfer of membership rights by a member shall mean any voluntary or involuntary transfer or other disposition of all or any part of those rights to another person, with or without consideration, including:
(1)	A transfer by sale;
(2)	A transfer by exchange;
(3)	A transfer by gift;
(4)	A transfer by assignment; 
(5)	A transfer (whether by will, trust or otherwise) taking effect on the death of the member; and
(6)	A transfer by operation of law, by execution of legal process, or pursuant to a divorce or bankruptcy decree (including a transfer in connection with a merger of a member that is an entity into another entity).
(b)	Exclusion of Redemptions and Pledges.  Transfers shall not include redemptions and pledges of membership rights.
9.2	Redemption—Definition
For purposes of this Agreement, a redemption of a member’s membership rights shall mean the extinguishment of those rights in exchange for cash or other consideration from the LLC to the member.
9.3	Cross-purchase—Definition 
As used in this Agreement, a cross-purchase of all or any part of a member’s membership rights shall mean the purchase of these rights by one or more other members.
9.4	Grant—Definition
For purposes of this Agreement, a grant of membership rights means their issuance by the LLC to a member or other person.
9.5	Obtaining of Advice from the LLC’s Tax Adviser Before Any Transfer, Redemption or Grant
Before any transfer, redemption or grant of membership rights under this Agreement, the LLC shall use reasonable efforts to obtain the advice of its principal tax adviser about the federal and state tax effects of the transfer, redemption or grant and to communicate this advice to the members.  However, the LLC’s failure to obtain this advice or to communicate it to any member shall not invalidate the transfer, redemption or grant.  
9.6	Obtaining of Advice from the LLC’s Principal Lawyer Before Transfer, Redemption or Grant
(a)	Reasonable Efforts, Etc.  Before any transfer, redemption or grant under this Agreement, the LLC shall use reasonable efforts to obtain the advice of its principal lawyer about the legal effects of the transfer, redemption or grant and to communicate this advice to the members.  However, the LLC’s failure to obtain this advice or to communicate it to any member shall not invalidate any such transfer, redemption or grant.  
(b)	Loan Agreements, Etc.  In providing this advice, the LLC’s principal lawyer shall take into account the terms of this Agreement, all relevant loan agreements and other agreements to which the LLC is a party, and all other relevant legal instruments and considerations.
9.7	Signed Writing Required for Transfers, Cross-purchases, Redemptions and Grants 
No transfer, cross-purchase, redemption or grant of membership rights in the LLC shall be valid unless made pursuant to a writing that sets forth all material terms of the transaction and that is signed by all parties to the transaction.
9.8	Requirement That Transferees and Grantees Sign This Agreement 
No transfer or grant of membership rights under this Agreement shall be valid unless the transferee or grantee (as the case may be) signs this Agreement (as appropriately amended to take account of the terms of the transfer or grant in question).  
9.9	Securities Law Compliance
No transfer, redemption or grant of membership rights in the LLC (a “transaction”) shall be valid until:
(a)	The LLC has consulted with its principal lawyer about the compliance of the transaction with applicable federal and state securities laws; and
(b)	All the members are reasonably satisfied that the transaction fully complies with all these laws. 
Section 10	REDEMPTIONS AND CROSS-PURCHASES OF MEMBERSHIP RIGHTS 
10.1	No Puts and Calls of Membership Rights Except as Provided in This Section
Except as expressly provided in this Section 10:
(a)	No Puts.  A dissociated member shall have no right to require the LLC to redeem or the other members to cross-purchase all or any part of the dissociated member’s membership rights.
(b)	No Calls.  The LLC shall have no right to redeem and the non-dissociated members shall have no right to cross-purchase all or any part of the membership rights of a dissociated member.
10.2	Option of LLC to Redeem and Other Members to Cross-purchase the Membership Rights of Dissociated Members
(a)	LLC Call Right, Etc.  Upon a member’s dissociation from the LLC for any reason, the LLC shall have an option to redeem and the other members shall have an option to cross-purchase all (but not less than all) of the dissociated member’s membership rights.  
(b)	Voting Requirement for Call.  Whether the LLC shall redeem or the other members shall cross-purchase a dissociated member’s membership rights under this Section 10.2 shall be determined by majority vote of the other members.      
10.3	Option of Disabled or Deceased Member to Require Redemption or Cross-purchase of the Member’s Membership Rights
If a member is dissociated from the LLC by reason of death or disability, the dissociated member or the dissociated member’s heir or other legal representative may require the LLC to redeem or the other members to cross-purchase all (but not less than all) of the dissociated member’s membership rights.  
10.4	Deadline for Determination to Redeem or Cross-purchase, Etc.
The members and their representatives shall agree on whether to exercise the rights and options provided under this Section 9 and they shall complete all other actions necessary to implement the requirements of the section within the deadline imposed under Section 8.11(b).
10.5	Choice Between Redemption and Cross-purchase 
Wherever this Agreement permits a choice between the redemption of the membership rights of a dissociated member by the LLC or the cross-purchase of these rights by the other members, the other members shall by majority vote determine whether the transaction in question shall be a redemption, a cross-purchase or a combination of a redemption and a cross-purchase.
Section 11	LLC GRANTS OF MEMBERSHIP RIGHTS AFTER THE LLC’s FORMATION
11.1	LLC Grants of Membership Rights to Third Parties  
After the formation of the LLC, whether the LLC shall grant membership rights to third parties and the terms of any such grant shall be decided by the unanimous vote of the members.
11.2	LLC Grants of Additional Membership Rights to Members
After the formation of the LLC, whether the LLC shall grant additional membership rights to a member and the terms of any such grant shall be decided by the unanimous vote of the members.
Section 12	MEMBERS’ SALES AND OTHER TRANSFERS OF THEIR MEMBERSHIP RIGHTS TO THIRD PARTIES; PLEDGES
12.1	Requirement of Unanimous Vote of Other Members for Transfers of Membership Rights to Third Parties
No member shall transfer all or any part of the member’s membership rights to any third party except with the unanimous vote of the other members.  
12.2	Requirement of Majority Vote of Other Members for Pledges of Membership Rights
(a)	Pledge—Definition.  For purposes of this Agreement, pledges shall include mortgages and all other arrangements under which a member provides another person with an interest in all or any portion of the member’s membership rights in order to secure an obligation of the member.
(b)	Requirement of Majority Vote of Other Members.  No member shall pledge all or any part of the member’s membership rights to any person except with the majority vote of the other members.  
Section 13	MEMBER MEETINGS 
13.1	Requirement of Annual Meetings Among the Members 
(a)	Annual Meetings of the Members.  The members shall meet among themselves each calendar year on the date and at the time and place as decided by majority vote of the members from time to time.
(b)	Quorum.  No action taken at any member meeting under this Section 13 shall be valid unless members holding a majority of member votes attend the meeting in person or by teleconference.
(c)	Purpose of Annual Meetings.  At these meetings, the members shall:
(1)	Discuss the condition of the LLC’s business and internal affairs among themselves; 
(2)	Vote on all pertinent member matters (as defined in Section 14.1(b)); and 
(3)	Conduct any other business that they determine to be appropriate.
Each member shall make every reasonable effort to participate in any meeting properly called under this Section 13 in person.   
13.2	Who May Call Special Meetings of the Members; Notices of Meetings 
Upon reasonable notice to the members, any member may call a special meeting of the members at any reasonable time for any purpose reasonably related to the LLC’s business and internal affairs.  The notice shall state the date, time, place and purpose of the meeting.  The other members shall use reasonable efforts to meet in accordance with the notice or, if that is not possible, to negotiate alternate arrangements reasonably convenient to a quorum of the members.
13.3	Meeting Procedures; Members’ Right to Be Heard at Meetings and Otherwise
At the beginning of each meeting under this Section 13, the members shall appoint by majority vote a chairperson, who shall be responsible for the fair and orderly conduct of the meeting.  At each such meeting, each member shall have a reasonable opportunity to be heard on each relevant member matter and on other matters pertinent to the LLC’s business and internal affairs.
13.4	Appointment of LLC Secretary; Records of Meetings and Decisions 
Promptly after the LLC’s formation, the members shall appoint by majority vote a secretary of the LLC.  The secretary shall have responsibility for preparing and promptly circulating among the members for their approval written records of: 
(a)	All votes by the members; and
(b)	All other significant business occurring at member meetings.
However, no delay or failure of the secretary to perform these functions shall affect the validity of any decision by the members.
13.5	Participation in Meetings via Teleconference
A member who is unable to participate in person in any meeting properly called under this Section 13 shall make every reasonable effort to participate via teleconference.
Section 14	MEMBER VOTING
14.1	Vote, Member Matter, Majority Vote, etc.—Definitions
(a)	Vote.  For purposes of this Agreement, the term “vote” shall mean any expression of consent or dissent, whether by voice, by show of hand, or in writing by any member on a member matter (as defined in Section 14.1(b)).
(b)	Member Matter.  A “member matter” shall mean any material matter relating to the LLC’s business and internal affairs.
(c)	Majority Vote of the Members.  A majority vote of the members means an affirmative vote by members holding a majority of member votes. The number of member votes held by each member shall be determined under Section 14.2.
(d)	Majority Vote of the Other Members.  A majority vote of the other members means an affirmative vote of members holding a majority of member votes exclusive of those held by a specified member.
(e)	Disinterested Member.  With respect to any LLC matter, a disinterested member means a member with no material financial or other interest in the matter except in the member’s capacity as a member.
(f)	Majority Vote of the Disinterested Members.  A majority vote of the disinterested members means an affirmative vote of disinterested members holding a majority of votes held by disinterested members.
14.2	Number of Votes That Each Member May Cast
(a)	General Rule.  Except as provided in Section 14.2(b), each member shall have one vote on each LLC matter.  
(b)	Rule with Respect to Each Series.  However, on each matter relating to any series established under this Agreement, each member shall have one vote for each dollar or dollar’s worth that the member has contributed in respect of that series.
14.3	Number of Votes Necessary to Decide Member Matters—General Rule of Majority Vote
Except as otherwise provided in this Agreement, each member matter shall be decided by the majority vote of the members. 
14.4	Validity of LLC Actions and of Member Votes
(a)	Requirement of Vote; Call for Vote.  No LLC action requiring a member vote shall be valid as among the members until that vote has been taken.  Any member may call for a vote by the members on any member matter.
(b)	Meeting Not Required for Validity.  Member votes otherwise in compliance with the provisions of this Section 14 shall be valid whether or not cast at a meeting.
Section 15	MEMBERS’ RIGHTS TO LLC RECORDS AND INFORMATION
15.1	Access to LLC Records, Etc.
For any purpose reasonably related to a member’s interest as a member (but only for such a purpose), each member shall (subject to the restrictions set forth in Section 15.2) have the following rights with respect to books and records in the possession or control of the LLC (“LLC records”) and with respect to information relating to or in the possession or control of the LLC (“LLC information”):
(a)	Access to LLC Records.  At any reasonable time during normal LLC business hours, each member shall be entitled to inspect and review any LLC record.
(b)	Obtaining of LLC Information.  At any reasonable time during normal LLC business hours, each member shall be entitled to obtain LLC information from the LLC or from the other members. 
(c)	Copying of LLC Records, Etc.  At any reasonable time during normal LLC business hours, each member shall be entitled to copy any LLC record at the member’s expense.
(d)	Use of LLC Records and Information, Etc.  Each member shall be entitled to use any LLC record or information.
15.2	Restrictions
The rights of the members to access, obtain, copy and use LLC records and information under Section 15.1 shall be subject:
(a)	To the duty of confidentiality imposed by Section 19 of this Agreement; and
(b)	To any applicable federal or state laws and regulations, including laws and regulations concerning the privacy of employee medical information.

Section 16	MEMBERS’ TITLES, FUNCTIONAL RESPONSIBILITIES AND COMPENSATION, ETC.
16.1	Members’ Titles
In performing their management functions for the LLC, members may use the title “member” or any other title (including the title “president” or “chief executive officer”) that the members may determine from time to time by the majority vote of the members.
16.2	Members’ Joint Responsibility for Managing the LLC 
The members shall have joint responsibility for managing the business and internal affairs of the LLC. 
16.3	Members’ Agency Authority; Restriction on Exercise of Agency Authority 
(a)	Contract-signing Authority—in general.  Subject to Section 16.3(b), each member shall have the right, power and authority to bind the LLC in contracts and other dealings with third parties in the ordinary course of the LLC’s business.    
(b)	Limitation of Contract-signing Authority.  Except with the majority vote of the other members, no member shall bind the LLC:
(1)	In any matter or related series of matters (including contract matters) involving an aggregate financial commitment by the LLC exceeding $______; or
(2)	In any matter outside the ordinary course of the LLC’s business.
(c)	Representations.  Except with the majority vote of the other members, no member shall make any representation concerning the LLC that is likely to have a material impact on the LLC’s business or reputation.
16.4	Delegations of Management Authority
(a)	Requirement of Unanimous Vote of Other Members.  With the unanimous vote of the other members, a member may, to the extent permitted by § 18-407 of the LLC Act, delegate the member’s management rights, power and authority from time to time to one or more officers or agents and may amend or terminate any such delegation.  
(b)	No Duty to Record Delegations in Writing.  The delegating member shall use the member’s best efforts to confirm the fact and terms of each such delegation and of each such amendment and termination in a writing signed by the member and filed in the LLC’s records; but no failure to do so shall invalidate the delegation.
16.5	Members’ Duty to Consult with Other Members
No member shall make any decision concerning a member matter without first reasonably consulting about the matter with the other members.
16.6	Members’ Responsibility to Obtain Tax Identification Numbers, Etc.
Before or promptly after the LLC begins its business activities, the members shall do the following:
(a)	Tax Identification Numbers.  They shall obtain for the LLC a federal tax identification number and any necessary state tax identification numbers.
(b)	Bank Accounts.  They shall open any necessary bank accounts for the LLC.
(c)	Insurance.  They shall obtain on commercially reasonable terms insurance policies covering all reasonably foreseeable LLC insurable risks.
(d)	Miscellaneous.  They shall do all other things necessary or appropriate in connection with the commencement of the LLC’s business.
16.7	Members’ Duty to Ensure LLC’s Compliance with Laws, Etc.
Before the LLC conducts business in any relevant state and at all times while it is conducting this business, the members, in cooperation with the LLC’s principal tax adviser and principal lawyer, shall ensure that the LLC is in compliance with all applicable federal, state and local laws, regulations and ordinances, including:
(a)	Federal and state tax and securities laws;
(b)	Laws governing the registration and taxation of foreign LLCs; and
(c)	Regulations governing specific professions, trades and businesses.
16.8	Members’ Commitment of Time to LLC
(a)	Devotion of Time to LLC.  Each member shall devote sufficient time to the performance of the member’s duties to the LLC to ensure that the member performs these duties competently.
(b)	Devotion of Time to Other Activities.  A member may devote significant time to professional and business activities other than LLC activities and to charitable activities only with the majority vote of the other members.
16.9	Specific Functional Responsibilities of the Members 
The specific functional responsibilities of each member to the LLC shall be as set forth in the attached Exhibit E.
16.10	Members’ Compensation and Fringe Benefits
The compensation and fringe benefits to which the members shall be entitled under this Agreement shall be as set forth in the attached Exhibit F.  The members shall review Exhibit F promptly after the end of each calendar year and shall amend it from time to time by the majority vote of the members in order to take account of each member’s performance and other relevant factors.
Section 17	MEMBERS’ FIDUCIARY DUTY OF CARE
17.1	Members’ Fiduciary Duty of Care; Standard of Care
Each member shall owe a duty of care to the LLC and to the other members.  The standard of care shall be competence (as defined in Section 17.2).  
17.2	Competence— Definition
A member shall be deemed to perform the member’s duties under this Agreement competently if the member performs them with the knowledge, judgment, skill, diligence, initiative and timeliness that an ordinarily competent person in a like position would use under similar circumstances.
Section 18	MEMBERS’ FIDUCIARY DUTY OF LOYALTY
18.1	Members’ Fiduciary Duty of Loyalty—General Rule
(a)	Fiduciary Duty of Loyalty.  In all matters arising under or relating to this Agreement or relating to the business and internal affairs of the LLC, each member shall, except as expressly provided in this Section 18, owe a fiduciary duty of loyalty to the LLC and to each member
(b)	Fiduciary Duty of Loyalty—Definition.  For purposes of this Agreement, a member’s fiduciary duty of loyalty means the member’s fiduciary duty to act in a manner that the member reasonably believes to be in or not opposed to the best interest of the LLC and of the other members.
18.2	Members’ Fiduciary Duty Not to Compete Against the LLC, Etc.
(a)	Non-competition.  In any geographical area where the LLC is engaged in business or has definite plans (as evidenced by LLC records) to engage in business, a member during the period of the member’s tenure as a member and until the second anniversary of the date on which the member ceases to be a member shall not directly or indirectly (whether in person, through an entity that the manager partially or wholly owns or otherwise) do the following:
(1)	Compete against the LLC;
(2)	Induce or seek to induce any other member or any employee of the LLC to work for any other business; or
(3)	Otherwise interfere or seek to interfere with the LLC’s business relations, including its relations with any person identified in the above Section 18.2(a).
The members acknowledge that the purpose, duration, geographical scope and other terms of the restrictions imposed on them under this Section 18.2(a) are reasonable.
(b)	Competition, Etc., Permitted with Majority Vote of Disinterested Members.  However, a member may take an action inconsistent with Sections 18.2(a)(1), (2) or (3) if (i) the member discloses in advance to the other members all material facts concerning the action; and (ii) the other members approve the action in advance by majority vote of the disinterested members.
18.3	Members’ Fiduciary Duty with Respect to LLC Business Opportunities
If, in the course of LLC business or otherwise, a member learns of a business opportunity that may be of material value to the LLC (whether or not the opportunity may involve competition with the LLC), the member shall promptly disclose the opportunity to the other members and shall not exploit it for the member’s personal benefit except in the following circumstances:
(a)	Within __ business days after receiving notice of it from the member, the disinterested members decide by majority vote that the member may exploit the opportunity; or
(b)	After the disinterested members decide that the LLC should exploit it: 
(1)	The LLC fails to begin material implementation of this decision within __ days after it is made; or
(2)	The LLC begins this implementation but fails to make meaningful efforts to continue it.
18.4	Members’ Fiduciary Duty in Doing Business with LLC
(a)	Duty of Disclosure.  No member shall engage directly or indirectly in any business transaction with the LLC on the member’s own behalf or on behalf of any disclosed or undisclosed third party unless:
(1)	The member makes full advance disclosure to the other members about the transaction; and
(2)	The disinterested members approve the transaction by majority vote.
(b)	Arm’s-length terms.  The terms of any transaction under this Section 18.4 shall be arm’s-length terms. 
18.5	Members’ Fiduciary Duty to Avoid Improper Personal Benefits
(a)	Duty to Disclose Personal Benefits, Etc.  If a member receives an improper personal benefit (as defined in Section 18.5(b)), the member shall promptly disclose this benefit to the members and, except as provided in Section 18.5(c), shall promptly transfer it to the LLC.
(b)	Improper Personal Benefit – Definition.  For purposes of this Agreement, an improper personal benefit shall mean a material amount of cash or anything else of material value:
(1)	That a member receives from any third party (i) in connection with the member’s performance of the member’s responsibilities under this Agreement; or (ii) by reason of the member’s status as a member; and
(2)	That, at the time of its receipt, is not approved as a benefit to the member under this Agreement.
(c)	Conditions for Retention of Personal Benefits.  A member may retain an otherwise improper personal benefit, and the benefit shall not be deemed to be improper, if the member is authorized to retain it by this Agreement or by majority vote of the disinterested members.
18.6	Members’ Fiduciary Duty in Using LLC Property, Etc.
No member shall make use of LLC property, cash or services (including LLC records, information or intellectual property) or of the member’s position as a member for any purpose except to benefit the LLC unless:
(a)	The member first advises the other members of the member’s intent to do so; and
(b)	The other members approve the use in advance by majority vote of the disinterested members.  
18.7	Members’ Fiduciary Duty of Good Faith
In all matters relating to the business and internal affairs of the LLC, the members shall act in good faith.
Section 19	MEMBERS’ FIDUCIARY DUTY OF CONFIDENTIALITY
19.1	Members’ Fiduciary Duty of Confidentiality
(a)	General Rule.  In the absence of a final order to the contrary by a court or other governmental authority of competent jurisdiction or an arbitrator, each member shall maintain in confidence (i) all information relating to the LLC; and (ii) all information in the possession or control of the LLC that is reasonably identified as confidential in the LLC’s records or that the member knows or reasonably should know requires confidentiality in the LLC’s best interest.  
(b)	Exception.  However, a member may copy and use the above information and, under appropriate conditions of confidentiality, may disclose it to the extent necessary or appropriate for the performance of the member’s duties under this Agreement. 
19.2	Binding Effect of This Section; Termination of Binding Effect
This Section 19 shall bind each member while the member is a member and permanently thereafter except with respect to confidential information that becomes publicly known through no fault of the member.  
Section 20	MEMBERS’ FIDUCIARY DUTY OF DISCLOSURE
20.1	Members’ Fiduciary Duty of Disclosure in Connection with the LLC’s Formation
In connection with the LLC’s formation, each member shall affirmatively disclose to the other members any information known to the member that is objectively material to the other members in deciding whether to become members.
20.2	Members’ Fiduciary Duty of Disclosure in Connection with the LLC’s Operation and Dissolution, Etc. 
In connection with the LLC’s operation, dissolution and winding-up, each member shall, promptly after becoming aware of any information that is objectively material to the business or internal affairs of the LLC, affirmatively disclose this information to the other members.
20.3	Disclosures Concerning Member Relationships and Interests
The disclosures required by this Section 20 shall include:
(a)	The disclosure of any relationship that a member may have or may come to have with any person that is likely to have a material adverse effect on the LLC’s business or internal affairs; and
(b)	The disclosure of any direct or indirect interest that the member may have or may come to have that is likely to have a material adverse effect on the LLC’s business or internal affairs.  
For purposes of this Section 20.3, relationships shall include family, social, business and professional relationships and interests shall include economic interests. 
20.4	Nondisclosure Agreements
A member may condition any disclosure made by the member under this Section 20 upon the other members’ signing a reasonable nondisclosure agreement.
20.5	No Requirement to Breach Privacy
No member shall be required to disclose any information under this Section 20 that is confidential under any federal or state law concerning individual privacy.
20.6	Members’ Duty to Update Disclosures and Representations after Signing of Agreement
If, after a member signs this Agreement, the member discovers (a) that any disclosure under this Section 20 was incomplete or erroneous when made or has become materially incomplete or erroneous or (b) that the member has failed to make any required disclosure under this Section 20, the member shall promptly so advise the other members, shall correct the error or incompleteness and shall make the disclosure or representation in question.
Section 21	MEMBERS’ DUTY TO COMPLY WITH THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING
(a)	The members shall comply with the implied contractual covenant of good faith and fair dealing in accordance with the contract law of the State of Delaware.
(b)	A member shall be deemed to have breached the implied contractual covenant of good faith and fair dealing if, without reasonable justification, the member engages in conduct that defeats the reasonable expectations of the other members under this Agreement with respect to issues not addressed in the Agreement.
Section 22	MEMBERS’ REPRESENTATIONS 
22.1	Members’ Representations
Each member represents as follows:
(a)	Good Faith and Fair Dealing, Etc.  In negotiating and entering into this Agreement, the member has acted fairly and in good faith.
(b)	Disclosures.  The member has disclosed to the other members all information required to be disclosed under Section 20.1 (concerning disclosure in connection with the LLC’s formation).
(c)	Freedom to Enter into Agreement, Etc.
(1)	The member is legally free to enter into this Agreement and to perform the member’s obligations under it in accordance with its terms; and
(2)	The member is not prevented from doing so by order of any court of competent jurisdiction or other governmental authority, by agreement with any person (including an employment agreement, noncompetition agreement or nondisclosure agreement) or by any other cause.
(d)	Access to Legal Advice, Etc.  Before accepting the terms of this Agreement, the member has had every reasonable opportunity to consider these terms and to review them with the member’s personal attorney.
(e)	Free Acceptance of Terms, Etc.  The member has accepted the terms of this Agreement knowingly and freely.
22.2	Representations by Entity Member [SUCH AS CORPORATION, LLC OR TRUST] [IF APPLICABLE]
In addition to its representations under Section 22.1, [ENTITY NAME] represents as follows:
(a)	Valid Formation, Etc.  It is a corporation [OR OTHER TYPE OF ENTITY] validly formed, duly organized and existing under the laws of the State of [STATE].
(b)	Power and Authority.  It has full legal power and authority to enter into this Agreement and to perform its responsibilities and duties under the Agreement in accordance with its terms.
Section 23	LLC RECORD KEEPING
23.1	LLC’s Duty to Compile and Maintain Records and Information in Compliance with the LLC Act
The LLC shall compile and maintain at its principal place of business each of the following types of records and information in accordance with the requirements of § 18-305(a) of the LLC Act:
(a)	Information Regarding LLC Business and Financial Condition.  The LLC shall compile and maintain true and full information regarding the business and financial condition of the LLC;  
(b)	LLC Tax Returns.  The LLC shall compile and maintain, promptly after becoming available, a copy of the LLC’s federal, state and local income tax returns for each year;
(c)	List of Members and Managers.  The LLC shall compile and maintain a current list of the name and last known business, residence or mailing address of each member and manager; 
(d)	Certificate, Etc.  The LLC shall compile and maintain copies of the Certificate and any effective written agreements of the LLC and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the limited liability company agreement and any certificate and all amendments thereto have been executed;  
(e)	Member Contributions.  The LLC shall compile and maintain 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; and 
(f)	Other Information.  The LLC shall compile and maintain all other information regarding the affairs of the LLC as is just and reasonable.
23.2	LLC’s Duty to Compile and Maintain Books of Account and Other Records Required for the Sound Management of the LLC
The LLC shall compile and maintain all books of account and other records that are necessary or appropriate for the sound management of the LLC’s business and internal affairs.
Section 24	LLC’s DISSOLUTION, WINDING-UP AND LIQUIDATION
24.1	LLC’s Dissolution, Winding-up and Liquidation—Definitions 
For purposes of this Agreement, the following terms shall have the following meanings:
(a)	Dissolution.  The dissolution of the LLC shall mean the cessation of its normal business activities and the beginning of the process of its winding-up and liquidation.
(b)	Winding-up.  The winding-up of the LLC shall mean the process of concluding its existing business activities and preparing for its liquidation.
(c)	Liquidation.  The liquidation of the LLC shall mean the sale or other disposition of its assets and the distribution of its assets (or of the proceeds of the sale or other disposition of its assets) to its creditors and to the members.
24.2	Events Causing Dissolution
The LLC shall be dissolved on the earliest to occur of the following events:
(a)	Vote of the Members.  In accordance with § 18-801(a) of the LLC Act, the LLC shall be dissolved on the date of a two-thirds vote of the members to dissolve it.  
(b)	Government Order.  The LLC shall be dissolved by order of dissolution by a court of competent jurisdiction or by the Secretary of State.
(c)	Arbitrator’s Order.  An arbitrator under Section 29 may issue an order dissolving the LLC if the arbitrator determines that there is a compelling need for the dissolution.  
24.3	Effective Date of LLC’s Dissolution
The dissolution of the LLC by vote of the members shall be effective on the date specified in that vote or, if the members do not specify a date, then on the date of completion of the vote.  The dissolution of the LLC by order of a court or other governmental authority of competent jurisdiction or an arbitrator shall be effective on the date specified by the authority in question.
24.4	Determination of Date for Delivery of Certificate of Cancellation and for Effective Date of Certificate
The date on which the LLC shall deliver a certificate of cancellation of the LLC’s Certificate to the Secretary of State for filing and the effective date of this certificate shall be determined by the majority vote of the members upon the completion of the winding-up and liquidation of the LLC.  Promptly after the members so vote, the members shall cause the filing of the certificate of cancellation with the Secretary of State under § 18-203 of the LLC Act.
24.5	Cessation of LLC’s Legal Existence
Unless a court of competent jurisdiction or other governmental authority finally determines otherwise, the LLC shall cease to exist as a legal entity on the effective date of the certificate of cancellation.
24.6	Exclusion of a Member from Participation in Winding-up Process, Etc.
An arbitrator under Section 29 may exclude one or more members from participating in the winding-up and liquidation of the LLC on the ground that, because of past wrongful conduct by the member or members in question, their participation would be likely to affect that process adversely.
24.7	LLC’s Winding-up
(a)	Joint Responsibility.  Unless decided otherwise by majority vote of the members at the time of the winding-up, the members shall be jointly responsible for winding up the LLC.
(b)	Winding-up and Liquidation.  After the LLC is dissolved, the person or persons responsible for winding it up shall, as expeditiously as reasonably possible, in accordance with § 18-803 of the LLC Act and on terms as favorable as reasonably possible to the LLC:
(1)	Wind up its business and internal affairs; and
(2)	Cause its liquidation.
During the wind-up period, the LLC shall accept no new business.
24.8	LLC’s Compliance with State Requirements Concerning Liquidating Distributions
The LLC shall make no distribution to members or others in connection with its liquidation until it has complied with all applicable laws and regulations of all relevant jurisdictions (including tax laws and regulations) relating to its dissolution and liquidation.
24.9	Members’ Duty to Dispose of and to Bar Known and Unknown Claims against the LLC
In connection with the LLC’s liquidation, the members shall take all reasonable measures under the laws of each relevant state to dispose of and to bar known and unknown claims against the LLC.
24.10	Members’ Duty to Consult with the LLC’s Principal Tax Adviser and Principal Lawyer in Connection with the LLC’s Dissolution, Etc. 
Before the LLC’s winding-up and liquidation, the members and other persons responsible for these procedures shall use reasonable efforts to consult with the LLC’s principal tax adviser and principal lawyer about the procedures and shall structure and implement the liquidation in a manner that is as fair as reasonably possible to each member from a tax and legal viewpoint.
Section 25	TERMINATION OF A PROTECTED SERIES
A protected series shall be terminated upon the majority vote of the members in accordance with Section 14.3.  Promptly after the termination of the protected series, the members shall wind it up in an orderly manner, shall pay all debts in respect of it, and after these payments, shall distribute any remaining assets associated with the protected series to the members in proportion to their respective capital accounts in respect of the protected series.  
Section 26	TERM AND TERMINATION OF THIS AGREEMENT
26.1	Term and Termination of Agreement
Subject to Sections 26.2 and 26.3, the term of this Agreement shall begin on the Effective Date (as defined in Section 2.1) and shall terminate as follows:
(a)	Termination by Member Vote—in General.  The Agreement shall terminate if all of the members vote to terminate it.  Unless the members vote otherwise, the date of any termination under this Section 26.1(a) shall be the date of the above vote.  
(b)	Termination by Member Vote in Connection with Dissolution.  The Agreement shall terminate if the members vote to dissolve the LLC.  Unless the parties agree otherwise at the time of dissolution, the effective of termination of the Agreement under this Section 26.1(b) shall be the date of termination of the legal existence of the LLC.  
(c)	Termination by Judicial Authority, Etc.  The Agreement shall terminate if the LLC is dissolved by decree of a duly authorized court or other governmental authority or by an arbitrator.  The date of a termination of the Agreement under this Section 26.1(c) shall be as determined by the authority in question.
26.2	Survival of Accrued Rights, Etc.
Any rights, responsibilities, duties and liabilities accrued by the parties under this Agreement before its termination shall continue in effect after its termination as reason and fairness may require.
26.3	Parties’ Rights after Termination of Agreement to Dispute Resolution in Certain Matters Relating to LLC’s Winding-up, Etc.
Notwithstanding the termination of this Agreement, any party may, after that termination, invoke the dispute resolution provisions of Sections 28 and 29 to determine and enforce rights, responsibilities and duties of the party relating to:
(a)	LLC matters, if any, arising before and during the LLC’s winding-up but not resolved by the members before termination;
(b)	The LLC’s liquidation; and
(c)	LLC matters arising after the termination of the LLC’s legal existence.
Section 27	CLAIMS BY THE MEMBERS  
27.1	Who May Make A Claim; Waivers 
(a)	Claims by Members.  By giving the other members a written notice of mediation under Section 28 or of arbitration under Section 29 and by otherwise complying with the dispute resolution provisions of this Agreement, a member (a “claimant”) may make a claim as a direct claim in the claimant’s own right against one or more other members or against the LLC with respect to any matter arising under or relating to this Agreement or relating to the business or internal affairs of the LLC.
(b)	Waiver.  If, within __ business days after the date on which a claimant makes a claim under Section 27.1(a), any other member fails to give notice to the claimant and to the other members that the other member is joining the claim or is making a similar or another claim, then, unless an arbitrator decides otherwise, the other member shall thereby waive:
(1)	The right to participate in any negotiation, mediation or arbitration of the claimant’s claim and to share in any relief resulting from that claim; and
(2)	To bring a claim independently on the basis of the same or similar facts as those upon which the claimant’s claim is based.
(c)	Derivative Actions.  Unless an arbitrator decides otherwise, no claimant making a claim under this Agreement shall be required to comply with §§ 18-1001 – 1004 of the LLC Act or any other applicable rule specifically governing derivative actions. 
27.2	Limitation of Fiduciary and Other Duties, Etc.
Each member shall owe fiduciary and other duties only as provided in this Agreement and shall be subject to personal liability only for breaches of the duties to which the member is subject in the Agreement.
27.3	No Breach of Fiduciary Duty of Care or Loyalty if a Member Relies on LLC Records, Etc.
A member shall not be deemed to have breached the member’s fiduciary duty of care or loyalty under this Agreement if, with respect to the matter in question, the member has acted in reasonable reliance on:
(a)	LLC records or LLC information;
(b)	Information, opinions, reports or statements presented to the member or to the LLC by another member or by any other person as to matters that, when presented, the member reasonably believed to be within the other person’s professional or expert competence; or
(c)	Any provision of this Agreement.
27.4	Presumption of Compliance of Member Actions with the Member’s Duty of Care
(a)	Presumption of Compliance.  If a claimant makes a claim that any conduct by a member has breached the member’s fiduciary duty of care, the member shall be deemed to have complied with this duty with respect to this conduct unless the claimant shows on the basis of a preponderance of the evidence:
(1)	That before engaging in the conduct, the member failed to obtain reasonably adequate information or to adequately consider that information; or
(2)	That in engaging in the conduct, the member acted in bad faith; or
(3)	That with respect to the conduct, the member had a conflict of interest.
(b)	Approval by Disinterested Members.  For purposes of this Section 27.4, a member shall be deemed not to have had a conflict of interest if the other members approved the conduct in question in advance by majority vote of the disinterested members.
27.5	Exculpation of Members and Others
(a)	Exculpation.  The LLC shall not limit or eliminate the liability of a member or of any other person for money damages or for other damages or penalties for any breach of the person’s duties under this Agreement (including fiduciary duties) unless:
(1)	The person requests the LLC to do so in writing in each case; and 
(2)	In each case, the LLC is authorized to do so by majority vote of the disinterested members.
(b)	Breaches of the Implied Contractual Covenant of Good Faith and Fair Dealing.  Nothing in this Section 27.5 shall be construed to permit the LLC to limit or eliminate the liability of a member or any other person for violating the implied contractual covenant of good faith and fair dealing.
27.6	Indemnification of Members and Others
(a)	Indemnification.  If a member, or other person incurs a liability in respect of a claim relating to the business or internal affairs of the LLC, then, if (i) the person requests indemnification of the liability in writing in each case; and (ii) the disinterested members approve it by majority vote, the LLC may indemnify the person for the liability to the extent permitted by § 18-108 of the LLC Act and approved by the disinterested members.
(b)	Liability—Definition.  For purposes of Section 27.6(a), a liability means an obligation to pay a judgment, settlement, penalty, fine or reasonable expense (including reasonable attorneys’ fees) in respect of a claim described in Section 27.1(a).
27.7	Advancement of Mediation, Arbitration and Litigation Expenses to Members
If (i) any person makes a claim against a current or former member in the member’s capacity as a member and (ii) the claim relates to actions or omissions by the member while the member was a member, the LLC shall advance reasonable mediation, arbitration and litigation expenses, including reasonable attorneys’ fees, to the member for the defense of the claim if:
(a)	The member requests the advancement in writing in each case;
(b)	The member promises in writing to reimburse the LLC for the advancement to the extent that the member does not prevail in the claim
(c)	This writing specifies all material terms of the reimbursement; and
(d)	The members approve the advancement and the promise of reimbursement by majority vote of the disinterested members.
27.8	LLC’s Duty to Provide Liability Insurance for Members in Certain Circumstances
Whether the LLC shall maintain an insurance policy to cover a liability of a member arising from claims against them under or relating to this Agreement shall be decided by the majority vote of the members.
27.9	Burden of Proof; Standard of Proof
Subject to Section 27.10, in any claim under or relating to this Agreement or relating to the LLC:
(a)	The claimant shall bear the burden of proving the claim.
(b)	The claim shall be deemed to have been proven if supported by a preponderance of the evidence.
27.10	Shifting of Burden of Proof in Certain Cases Involving Claims of Breach of Fiduciary Duties 
(a)	Claims of Breach of the Duty of Care.  If, in connection with a claim that a member (the “member”) has breached the member’s fiduciary duty of care, a claimant adequately pleads that the member has engaged in any conduct described in Sections 27.4(a)(1) through (3), the burden of proof shall shift from the claimant to the member and the member shall bear the burden of proving that the member complied with the member’s duty of care in the matter in question. 
(b)	Claims of Breach of Duty of Loyalty.  If a claimant adequately pleads that a member has breached any fiduciary duty of loyalty imposed on the member under Sections 18 through 20, the member shall have the burden of proving that the member did not commit this breach.  However, if the member adequately pleads that, by majority vote of the disinterested members, the member’s conduct was approved in advance or ratified, the burden of proof shall shift to the claimant to prove the breach. 
(c)	Adequate Pleading—Definition.  A pleading shall be deemed adequate for purposes of this Section 27.10 if the allegations that it contains are non-conclusory and credible.
Section 28	DISPUTE RESOLUTION—MANDATORY MEDIATION 
28.1	Mandatory Mediation
If any dispute arises among the members under or relating to this Agreement or relating to the LLC’s business or internal affairs that the members cannot resolve voluntarily among themselves, they shall seek to resolve the dispute by mediation.
28.2	Procedural Rules
Except as otherwise provided in this Section 28 or as decided otherwise by majority vote of the members at the time, any mediation under this Section 28 shall be governed by the Commercial Mediation Procedures of the American Arbitration Association (the “AAA”) as in effect on the date of commencement of the mediation. 
28.3	Notice of Mediation; Selection of Mediator, Etc.  
(a)	Notice of Mediation.  Any member may initiate a mediation under this Agreement by giving the other members a written notice of mediation.  This notice shall bear a current date and shall briefly state the matter or matters to be mediated.  
(b)	Voluntary Selection of Mediator, Etc.; Commencement of Mediation.  Unless the parties to a mediation under this Section 28 agree otherwise at the time, then, within 10 business days after the other members have received a notice under Section 28.3(a), the members shall agree by majority vote upon the identity of the mediator, the site of the mediation and the method of administering the mediation.  They shall commence the mediation as promptly as reasonably possible after reaching agreement on these matters.
(c)	Referral of Mediation to AAA.  If, within the above 10 business days, the members cannot agree upon any of the matters in Section 28.3(b), the LLC shall promptly give a written notice of the mediation to the AAA and the AAA shall administer the mediation.  
28.4	Mediation Expenses
Each member in any mediation under this Section 28 shall bear the member’s mediation expenses, except that the members shall be liable for fees charged by the mediator to the LLC and any applicable AAA fees in proportion to their respective percentage interests in the income of the LLC.  
28.5	Confidentiality  
(a)	Members’ Duty of Confidentiality.  The members shall maintain in confidence all information disclosed by each to the others and to the mediator in any mediation under this Section 28, and reasonably identified by the disclosing party as confidential. 
(b)	Settlements, Etc.  No settlement offer by any member during any mediation under this Section 28 shall be discoverable or binding in any other proceeding.  
(c)	Mediator’s Duty of Confidentiality.  Before the commencement of any mediation under this Section 28, the members may require the mediator to sign an appropriate non-disclosure agreement.
28.6	Members’ Duty to Perform Their Obligations During Mediation 
Unless the members decide otherwise by unanimous vote at the time, each member shall perform the member’s obligations under the Agreement during any mediation under this section.
28.7	Arbitration 
Unless the members decide otherwise by unanimous vote at the time, any member shall have the right to require the arbitration under Section 29 of any issue not resolved in a mediation under this Section 28.
Section 29	DISPUTE RESOLUTION—MANDATORY ARBITRATION 
29.1	Mandatory Arbitration
If any dispute arises among the members under or relating to this Agreement or relating to the LLC’s business or internal affairs that the members cannot resolve voluntarily among themselves or by mediation under Section 28, then, unless the members decide otherwise by unanimous vote at the time, they shall resolve the dispute by arbitration under this Section 29.
29.2	Notice of Arbitration; Arbitration Rules, Etc.; Commencement of Arbitration 
(a)	Notice of Arbitration.  Any member may initiate an arbitration under this Section 29 by giving a written notice of arbitration to the other members.  The notice shall bear a current date and shall briefly state the matter or matters to be arbitrated.  
(b)	Arbitration Rules.  Except to the extent that the members decide otherwise by unanimous vote at the time of the arbitration, the rules governing any arbitration under this Section 29 shall be the AAA’s Commercial Arbitration Rules.  The identity of the arbitrator, the site of the arbitration, and the arbitration administrator shall be as agreed by the members.
(c)	Commencement of Arbitration.  The members shall commence any arbitration as promptly as reasonably possible after the other members receive a notice of arbitration under Section 29.2(a).  
29.3	Referral of Arbitration to AAA
If, within 15 business days after a member has given a written notice of arbitration to the other members under Section 29.2(a), the members have not agreed by majority vote upon an arbitrator, an arbitration site or an arbitration administrator, then, unless the members decide otherwise by unanimous vote at the time:
(a)	Referral to AAA.  A member shall refer the matter or matters listed in the notice required under Section 29.2(a) for administration by the office of the AAA located in the city of [CITY]; and 
(b)	Selection of Arbitrator, Etc.  The AAA shall select the arbitrator and the site of the arbitration in accordance with the Commercial Arbitration Rules and shall administer the arbitration.  
29.4	Arbitrable Matter— Definition
For purposes of this Section 29, arbitrable matters shall comprise the following types of matters:
(a)	Scope, Construction and Enforcement of This Section, Etc.  Arbitrable matters shall include matters concerning the scope, construction and enforcement of this Section.
(b)	Matters Involving Material Interests of the LLC or the Members.  Arbitrable matters shall include material matters that arise under or relate to this Agreement or to the internal affairs of the LLC.
29.5	Matters That the Members May Litigate
Notwithstanding any other provision of this Agreement, any member may bring suit in a court of competent jurisdiction:
(a)	To petition a court for injunctive relief with respect to a matter arising under or relating to the Agreement or relating to the LLC;
(b)	To obtain judicial enforcement of an order granted by an arbitrator under this Section 29; or
(c)	As otherwise permitted under the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “Federal Arbitration Act”).
29.6	Arbitrator’s Right to Supplement Agreement
In connection with the resolution of an arbitration under this Agreement, an arbitrator shall not amend or delete any provision of this Agreement but may add new provisions to it to the extent necessary to address matters not addressed in the Agreement.
29.7	Arbitrator’s Duty to Set Forth Award in Writing, Etc.
The arbitrator shall set forth in writing his or her award in any arbitration under this Section 29, but shall have no duty to explain in writing the facts underlying the award or the reasoning upon which the award is based.
29.8	Confidentiality   
Except as the members may decide otherwise by unanimous vote at the time, the members shall maintain in confidence:
(a)	The fact that they are engaging or have engaged in arbitration under this Section 29;
(b)	All confidential information disclosed by each member to the other members and to the arbitrator during the arbitration; and
(c)	Any arbitration award resulting from the arbitration.
29.9	Rules Governing Allocation of Arbitration Expenses Among the Members 
(a)	General Rule.  Except as provided in Sections 29.9(b) and (c), each member shall bear the member’s expenses, including attorneys’ fees, in any arbitration under this Section 29, except that each member shall be liable for any fees charged by the arbitrator and the AAA in proportion to the member’s respective percentage interest in the profits of the LLC.    
(b)	Unreasonable Claims and Arguments.  If an arbitrator determines that a member has initiated an arbitration under this Section 29 without a reasonable basis for doing so or that any claim, argument or other action of a member in the arbitration is unreasonable, the arbitrator shall to that extent assess against that member the expenses incurred by the other members in connection with the arbitration, including reasonable attorneys’ fees and fees payable to the arbitrator.
(c)	Loser Pays.  To the extent that an arbitrator determines that a member has failed to prevail in an arbitration under this Section 29, the arbitrator shall to that extent allocate to that member the costs of the arbitration, including reasonable attorneys’ fees and fees payable to the arbitrator.
29.10	Governing Law
(a)	General Rule.  In deciding any arbitration under this Section 29, the arbitrator shall apply the substantive law of the State of Delaware (exclusive of its laws governing conflicts of law).
(b)	Federal Arbitration Act.  However, matters relating to the enforceability of this Section 29 and to any award granted under this Section shall be governed by the Federal Arbitration Act.
29.11	Members’ Duty to Perform Their Obligations During Arbitration
Except as ordered by an arbitrator under this Section 29 or as otherwise provided in this Agreement or decided by unanimous vote of the members at the time, each member shall perform the member’s obligations under the Agreement during any arbitration under this section.
29.12	Inclusion of Certain Former Parties, Etc., as Parties to Dispute Resolution
An arbitrator under this Section 29 may permit or require former parties to this Agreement and current assignees of the LLC interests of the LLC to be parties to any arbitration under this Section 29 to the extent of their willingness to be parties to the arbitration.
29.13	Permissible Defenses and Remedies
In any arbitration under this Section 29, the arbitrator shall have discretion to determine:
(a)	The extent to which a party may rely upon any specific common law legal or equitable defense; and 
(b)	Whether to award any specific common law legal or equitable remedy.
29.14	Prohibition of Appeal; Entry of Awards
(a)	Except as permitted by the Federal Arbitration Act, no member shall appeal to any court any award by an arbitrator under this Section 29.  
(b)	Any member may obtain an order from a federal district court under § 9 of the Federal Arbitration Act, 9 U.S.C. § 9, and other applicable law, or, to the extent permitted by law, from a court of first instance of the State of [STATE].
Section 30	GENERAL PROVISIONS
30.1	Entire Agreement
This Agreement contains the entire agreement among the parties concerning its subject matter, and it replaces all prior agreements among them, whether written or oral, concerning this subject matter.
30.2	Amendment of Agreement and Certificate
(a)	Amendments of Agreement.  Except as provided in Section 29.6 (relating to supplementation of the Agreement by an arbitrator), no amendment of this Agreement shall be valid unless it is approved by the unanimous vote of the members, is in writing, and is signed by all of the parties.
(b)	Amendments Relating to Series.  However, any amendment of the provisions of this Agreement and of its exhibits that govern any series establishing under this Agreement shall require the unanimous consent of only those members who are members of that series.
(c)	Amendments of Certificate.  Except as otherwise provided in the LLC Act, no amendment of the Certificate shall be valid unless it is approved by the unanimous vote of the members and is filed in compliance with § 18-202(a) of the LLC Act.
30.3	Incorporation of Exhibits
All exhibits identified in this Agreement as exhibits to the Agreement are hereby incorporated into the Agreement and made integral parts of it.
30.4	Resolution of Conflicts Between Agreement and Certificate 
If there is any conflict between this Agreement and the Certificate, then, in any dispute among the members, this Agreement shall prevail.
30.5	Effect of LLC Act
Except as otherwise provided in this Agreement, the business and internal affairs of the LLC, including the rights and duties of the members, shall be governed by the LLC Act as in effect on the Effective Date and as amended thereafter from time to time.
30.6	Governing Law
Subject to Section 29.10(b) (relating to the Federal Arbitration Act), this Agreement shall be governed by and construed in compliance with the domestic laws of the State of Delaware without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of the State of Delaware or of any other jurisdiction) that would cause the application of the laws of any jurisdiction except the State of Delaware.
30.7	Effect of Changes of Law
If, during the term of this Agreement, the rules of the LLC Act or other applicable law change in a manner that provides a material advantage or disadvantage to any member not contemplated by the parties when entering the Agreement, the members shall equitably amend the Agreement to minimize or eliminate any such advantage or disadvantage.
30.8	Forum for Litigation; Acceptance of Personal Jurisdiction; Awarding of Litigation Expenses
(a)	Jurisdiction Where Suit Must Be Filed.  If any party to this Agreement sues another party to this Agreement in a suit permitted by this Agreement or applicable law, the party bringing the suit shall do so in courts of competent jurisdiction only in the State of [STATE].  The parties hereby irrevocably submit to the personal jurisdiction of those courts in any such suit.
(b)	Litigation vs. Alternative Dispute Resolution.  This Section 30.8 shall not be construed to impair any restriction on litigation set forth in Sections 28 and 29 of this Agreement (relating to dispute resolution).
(c)	Allocation of Litigation Expenses.  The rules governing the allocation of costs, litigation expenses and attorney’s fees among the parties in any litigation shall reflect as closely as possible the rules set forth in Section 29.9 (governing allocations of arbitration expenses).
(d)	Suit—Definition.  For purposes of this Agreement, the term suit shall include an action at law or in equity.
30.9	Notices
(a)	Requirement of Writing; Address.  All notices required by this Agreement shall be in writing and shall be delivered to a party at the party’s address as stated on the first page of this Agreement.  A party may change this address upon reasonable notice to the other parties.
(b)	Method of Delivery.  Notices shall be (i) delivered by hand; or (ii) sent by reputable overnight courier service; or (iii) sent by electronic facsimile transmission or e-mail (with a copy sent by first class mail, postage prepaid); or (iv) mailed by first class certified or registered mail, return receipt requested, postage prepaid.
(c)	Proof of Delivery.  Notices provided in accordance with this Section 30.9 shall be deemed to have been delivered:
(1)	If delivered by hand, upon delivery;
(2)	If sent by electronic facsimile transmission or e-mail, upon the mailing of a copy of the notice by first-class mail;
(3)	If sent by overnight courier service, 24 hours after deposit with that service; or
(4)	If sent by certified or registered mail, return receipt requested, 48 hours after deposit in the mail.
30.10	Effect of Captions
All captions in this Agreement are for convenience only and shall be deemed irrelevant in construing any provision of the Agreement.
30.11	Rules Governing Construction and Application of This Agreement
Consistently with the requirements of § 18-1101(b) of the LLC Act, the parties to this Agreement and third parties, in construing and applying the Agreement, shall give maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.
30.12	Meaning and Construction of “Day,” “Include,” Etc.
As used in this Agreement:
(a)	Day. “Day” shall mean a calendar day.
(b)	Include.  “Include” and similar terms shall denote partial definitions.
(c)	Person. “Person” shall mean a natural person or an entity as the context shall require.
(d)	State.  Where the context permits or requires, “state” shall include the District of Columbia.
30.13	Meaning and Construction of Number and Gender
As the context shall require:
(a)	Singular and Plural.  The use of the singular in this Agreement shall denote the plural and vice versa.
(b)	Gender.  The use of any gender shall denote another gender.
30.14	Delays and Omissions in Exercising Rights, Etc.; Waivers of Rights, Etc.
(a)	Delays and Omissions.  No delay or omission by a party in the exercise of any right, power or remedy accruing to the party as a result of any breach or default by another party under this Agreement:
(1)	Shall impair any such right, power or remedy; or
(2)	Shall be construed as a waiver of or acquiescence by the party in (i) any such breach or default or (ii) any similar breach or default occurring later.
(b)	Waivers.  No waiver by a party of any single breach or default under this Agreement shall be construed as a waiver by the party of any other breach or default occurring before or after that waiver.
30.15	Severability of Provisions
Each provision of this Agreement (a “Provision”) shall be deemed severable.  If (i) any Provision or (ii) the application of any Provision to any person or circumstance shall be held invalid or unenforceable by a court of any jurisdiction:
(a)	Affected Jurisdiction.  The Provision shall be ineffective only in that jurisdiction.
(b)	Scope of Ineffectiveness.  The Provision shall be ineffective only to the extent that it has been expressly held to be invalid or unenforceable in that jurisdiction.
(c)	Effect on Other Provisions and on Applicability of Provision Itself.  The ineffectiveness of the Provision shall not invalidate any other provision of the Agreement or the application of the Provision itself to persons or circumstances other than those with respect to which it was held invalid or unenforceable in the jurisdiction in question.
30.16	Permissibility and Validity of Counterparts
This Agreement may be signed in any number of counterparts and by different parties to this Agreement in separate counterparts.  Each of these counterparts when so signed shall be deemed to be an original of the Agreement and all such counterparts taken together shall constitute one and the same Agreement.
30.17	Requirement of Certain Further Actions by the Parties
Each party, upon reasonable request by another party, shall do the following for the purpose of carrying out the intent of this Agreement:
(a)	The party shall furnish to the other party any information reasonably requested by the other party. 
(b)	The party shall sign any documents and do any other things that the other party reasonably requests.
30.18	Parties’ Acknowledgment of Adequacy of Consideration
Each party acknowledges and agrees that upon the effectiveness of this Agreement, the party will be in receipt of valid and adequate consideration for its undertakings under this Agreement.
30.19	Validity of Facsimile Signatures
Facsimile copies of members’ signatures shall be held valid for all purposes under this Agreement.  
30.20	No Third Party Beneficiaries  
The parties intend this Agreement to benefit only themselves and any persons that become their successors and assignees in accordance with the Agreement.  The Agreement is expressly not intended for the benefit of any creditor of the LLC or of any creditor of a member or for the benefit of any other person who is not a party to the Agreement.  
30.21	Joint Representation by Attorney [IF APPLICABLE]
The parties acknowledge that their interests under this Agreement are substantially aligned and that, accordingly, they have knowingly and freely permitted attorney [NAME OF ATTORNEY] to represent all of them jointly in the negotiation and drafting of the Agreement.

[THIS PAGE ENDS HERE.  THE PARTIES’ SIGNATURES ARE ON THE FOLLOWING PAGE.]

SIGNATURES AND DATES
In witness of their acceptance of the terms and conditions of this limited liability company agreement, the parties, by themselves or by their duly authorized representatives, have duly signed and dated this Agreement as follows:

_____________________________________________________
[NAME OF MEMBER]					(Date)

_____________________________________________________
[NAME OF MEMBER]					(Date)

_____________________________________________________
[NAME OF MEMBER]					(Date)

_________, LLC

EXHIBIT A

CERTIFICATE OF FORMATION

[Attached]

EXHIBIT B

MEMBER CONTRIBUTIONS

In exchange for their respective membership rights in the LLC, each member shall make the following contributions of cash, property and services to the LLC in accordance with the following terms and conditions:

[TO BE COMPLETED]

EXHIBIT C [FORM OF SERIES]
SERIES __ [STATE NUMBER OF SERIES]
1)	On [DATE], the members unanimously voted to cause the LLC to establish Series __ [NUMBER OF THE SPECIFIC DESIGNATED SERIES].
2)	The business purpose of Series __ is to acquire the parcel of real property identified and described in the attached Schedule ___ [IDENTIFY SCHEDULE] and to rent this property to third parties.
3)	By [DATE], the following members shall make the following contributions to the LLC to enable it to purchase the above parcel:
a)	John Able:		$______________________
b)	Henry Baker:		$______________________
c)	Thomas Charlie:	$______________________
	
[NOTE:  EXHIBITS G, H AND I, WHICH RELATE TO SERIES 1, 2 AND 3, ARE OMITTED FROM THIS AGREEMENT, BUT EACH OF THEM IS BASED ON THIS EXHIBIT AND PROVIDES THE INFORMATION REQUIRED BY THIS EXHIBIT.]

EXHIBIT D

MEMBERS’ RIGHT TO DRAWS
For calendar year ___, the following members may draw the following amounts from the LLC on the following dates:

[TO BE COMPLETED]
EXHIBIT E

SPECIFIC FUNCTIONS OF THE MEMBERS 
The specific functional responsibilities of each member to the LLC shall be as follows:
[TO BE COMPLETED]

EXHIBIT F

MEMBERS’ COMPENSATION AND FRINGE BENEFITS

[TO BE COMPLETED]