Drafting Limited Liability Company
Operating Agreements
Published by Wolters Kluwer
Principal author: John M. Cunningham
Co-author:  Amanda Nelson
Materials for Use in Drafting Operating Agreements under General-Purpose Form 10.1 with Drafting Guidelines and with Unannotated Version of the Form)
FORM 10.1 IS A MODEL OPERATING AGREEMENT (GENERIC) FOR A CORPORATE-MANAGED
MULTI-MEMBER LIMITED LIABILITY COMPANY:
1.	WHICH HAS THREE OR MORE MEMBERS;
2.	WHICH HAS A CORPORATE MANAGEMENT STRUCTURE; WITH A BOARD OF DIRECTORS AND OFFICERS;
3.	WHICH IS CLASSIFIED AS AN ASSOCIATION FOR FEDERAL TAX CLASSIFICATION PURPOSES;
4.	WHICH IS TAXABLE AS A C CORPORATION; AND
5.	WHOSE MEMBERS ARE TAXABLE AS SHAREHOLDERS OF A C CORPORATION.
DRAFTING GUIDELINES FOR USE IN DRAFTING OPERATING AGREEMENTS BASED ON FORM 10.1
TABLE OF CONTENTS
PART I.	Form 10.1—Introduction
PART II.	Exhibits and Chapters in Drafting Limited Liability Company Operating Agreements Relevant in Drafting Operating Agreements Under Form 10.1
_____________________________________________________________________________________
TABLE OF EXHIBITS
EXHIBIT 1	Form 10.1 (unannotated)
_____________________________________________________________________________________
PART I.	FORM 10.1—INTRODUCTION
1.	Form 10.1—general description.
As indicated in the title page of these materials, Form 10.1 is a model operating agreement (generic) 
for a corporate managed multi-member limited liability company:
(a)	Which has three or more members;
(b)	Which has a corporate management structure with a board of directors and officers;
(c)	Which is classified as an association for federal tax purposes;
(d)	Which is taxable as a C corporation; and
(e)	Whose members are taxable as shareholders of a c corporation.
2.	Tax choice of entity. 
Before you begin drafting an operating agreement under Form 10.1, you should do a traditional tax choice of entity and a tax choice of entity under Internal Revenue Code section 199A for the LLC in question. However, if you lack the necessary tax expertise, you should consult with a tax professional who possesses that expertise.  
3.	Management structure.
Before you begin drafting an operating agreement based on Form 10.1, you should determine whether the members agree that it should be managed by directors and officers rather than by a member-manager or by the members themselves.
4.	Bylaws.
You may wish to use, as the bylaws of LLCs whose operating agreements you draft under Form 10.1, the model bylaws included in the digital forms list.
5.	Officers.  
The officers of an LLC for whom you draft an operating agreement under Form 10.1 will normally be employees of the LLC.  If you want these employees to be subject to an employment agreement with the LLC, you may wish to make use of the model employment agreement included in the digital forms list.
6.	Form 10.1 is a “generic” form.
Form 10.1 is a “generic” form.  That is, you must adapt it for use under the governing LLC act.  However, the form is readily usable under any LLC act.
7.	Form 10.1 is a “general-purpose” form.
Form 10.1 is a “general-purpose” form.  That is, it can be used by its members to conduct virtually any type of corporate-managed multi-owner business taxable as a C corporation.
8.	The tables of contents, sections and subsections of Form 10.1.
All legal, tax and other issues likely to be important to persons conducting their businesses as Form 10.1 LLCs are identified and addressed in the tables of contents, sections and subsections of the form.
9.	Plain English.
To make Form 10.1 readily intelligible to non-lawyer clients on a careful first reading, the form is drafted in plain English.
10.	The uniqueness of Form 10.1
To the authors’ knowledge, no form comparable to Form 10.1 in clarity, comprehensiveness or explanatory features is available from any other authors.

PART II.	EXHIBITS AND CHAPTERS IN DRAFTING LIMITED LIABILITY COMPANY OPERATING AGREEMENTS THAT ARE RELEVANT IN DRAFTING OPERATING AGREEMENTS UNDER FORM 10.1
The following exhibits and chapters in that book may be useful to you in drafting operating agreements for your clients under Form 10.1:
1.	LLC formation checklist.
An exhibit consisting of a comprehensive LLC formation checklist is set forth at the beginning of Part I.
2.	List of forms.
A list of the 28 general-purpose forms is set forth in an exhibit immediately following the above exhibit.
3.	Exhibit 15-4.
A model engagement letter is contained in Chapter 15 (“Initial Contacts with Clients”), Exhibit 15-4 (“Model Engagement Letter”).
4.	Chapter 1.
Chapter 1 identifies and discusses the 12 chief characteristics of LLCs, and Exhibit 1-1 briefly summarizes these characteristics.  You may want to give your clients a copy of Exhibit 1-1.
5.	Chapter 2.
Chapter 2 (“Choosing the Right Model Operating Agreement”) provides detailed guidelines for selecting the best form for your client from among the 28 general-purpose forms in the book.
6.	Chapter 3.
Chapter 3 (“General Drafting Guidelines”) contains general guidelines for drafting LLC operating agreements, including operating agreements drafted on the basis of Form 10.1.
7.	Exhibit 5-1.
Exhibit 5-1 provides a comprehensive list of questions you should ask your clients about themselves, about their business and about the legal and tax issues likely to be relevant to them before you begin drafting an operating agreement for them.
8.	Chapter 9.
As its title indicates, Chapter 9 (“Evaluating and Using Model Operating Agreements”) provides guidelines for evaluating and using model operating agreements.
9.	Chapters 16 and 17.
Chapters 16 and 17 contain guidelines for complying with the rules of professional conduct applicable in drafting LLC operating agreements.
10.	Chapters concerning federal tax issues potentially relevant to Form 10.1 LLCs.
Chapters 39 through 45 address all of the principal federal and state tax issues potentially important to your clients in conducting their business through a multi-member LLC.

EXHIBIT 1
FORM 10.1 (UNANNOTATED)

(ATTACHED)

OPERATING AGREEMENT
[OR LIMITED LIABILITY COMPANY AGREEMENT OR OTHER APPLICABLE STATUTORY TERM UNDER THE GOVERNING LIMITED LIABILITY COMPANY ACT]
OF _______________, LLC

A Corporate-Managed Multi-Member 
[State] Limited Liability Company 
Taxable as a C Corporation

Dated as of ________, 20__
SUMMARY OF CONTENTS
Section 1	INTRODUCTORY PROVISIONS CONCERNING THE LLC
Section 2	INTRODUCTORY PROVISIONS CONCERNING THIS AGREEMENT AND THE ARTICLES
Section 3	LLC SHARES; CONTRIBUTION BY THE MEMBERS IN EXCHANGE FOR SHARES, ETC.
Section 4	LLC ALLOCATIONS TO THE MEMBERS
Section 5	LLC DISTRIBUTIONS
Section 6	TRANSFERS, REDEMPTIONS AND GRANTS OF MEMBERSHIP RIGHTS—DEFINITIONS AND GENERAL RULES
Section 7	MEMBER DISSOCIATIONS AND SUSPENSIONS; CONSEQUENCES OF DISSOCIATIONS
Section 8	MEMBERS’ SALES AND OTHER TRANSFERS OF THEIR MEMBERSHIP RIGHTS TO THIRD PARTIES; PLEDGES
Section 9	MEMBER MEETINGS
Section 10	MEMBER VOTING
Section 11	MEMBER INFORMATION RIGHTS
Section 12	LLC RECORD KEEPING
Section 13	LLC DISSOLUTION, WINDING-UP AND LIQUIDATION
Section 14	TERM AND TERMINATION OF THIS AGREEMENT
Section 15	CLAIMS BY THE MEMBERS, ETC.
Section 16	DISPUTE RESOLUTION—MANDATORY MEDIATION
Section 17	DISPUTE RESOLUTION—MANDATORY ARBITRATION
Section 18	GENERAL PROVISIONS

DETAILED TABLE OF CONTENTS
Section 1	INTRODUCTORY PROVISIONS CONCERNING THE LLC
1.1	LLC’s Name
1.2	Identification of Initial Members; Admission of Additional Members
1.3	Filing of Articles
1.4	Entity Status of LLC; Ownership of LLC Assets
1.5	LLC’s Principal Purpose
1.6	LLC’s Powers
1.7	LLC’s Duration
1.8	LLC’s Principal Place of Business
1.9	LLC’s Registered Agent and Registered Office
1.10	Management by Directors and Officers; Initial Directors and Officers
1.11	Limited Liability of Members
1.12	Federal and State Taxation of LLC and Members
1.13	LLC’s Annual Accounting Period
1.14	LLC’s Accounting Method
1.15	LLC’s Accounting Firm
1.16	LLC’s Principal Tax Adviser
1.17	LLC’s Principal Lawyer [or Law Firm]
Section 2	INTRODUCTORY PROVISIONS CONCERNING THIS AGREEMENT AND THE ARTICLES
2.1	Binding Effect of Agreement; Effective Date
2.2	Members’ Acceptance of Articles
2.3	Addition of LLC as Party to Agreement
Section 3	LLC SHARES; CONTRIBUTION BY THE MEMBERS IN EXCHANGE FOR SHARES, ETC.
3.1	Share—Definition, Etc.
3.2	Contribution—Definition
3.3	Membership Rights—Definition
3.4	Issuance of Shares and Other Membership Rights to the Members in Exchange for their Contributions
3.5	No Interest on Contributions or on Accrued Allocations
3.6	Valuation of Non-Cash Contributions
3.7	Requirement of Signed Writing as Condition for Enforceability of Promise to Make Contribution
3.8	Requirement of Vote of Directors in Order to Amend Promise to Make Contribution
3.9	Members’ Duty to Make Promised Contributions Even if They Are Disabled, Etc.
3.10	Certain Duties of Members Contributing Property to the LLC
3.11	Penalties for Failure to Make Promised Contributions
3.12	Contributions Include Only Contributions Actually Made, Etc.
Section 4	LLC ALLOCATIONS TO THE MEMBERS
4.1	Allocation—Definition
4.2	Formula for LLC Allocations
Section 5	LLC DISTRIBUTIONS
5.1	Distribution, Etc. —Definitions
5.2	Distributions—General Rules
5.3	Tax Distributions
5.4	Status of Members as Unsecured Creditors of LLC with Respect to Distributions
5.5	Restrictions on Distributions in Kind
5.6	Prohibition Against Unlawful Distributions
5.7	Liability of Directors and Members for Authorizing or Receiving Unlawful Distributions
Section 6	TRANSFERS, REDEMPTIONS AND GRANTS OF MEMBERSHIP RIGHTS—DEFINITIONS AND GENERAL RULES
6.1	Transfer—Definition
6.2	Redemption—Definition
6.3	Cross-purchase—Definition
6.4	Grant—Definition
6.5	Obtaining of Advice from the LLC’s Tax Adviser before any Transfer, Redemption or Grant
6.6	Obtaining of Advice from the LLC’s Principal Lawyer before Transfer, Redemption or Grant
6.7	Signed Writing Required for Transfers, Cross-purchases, Redemptions and Grants
6.8	Requirement That Transferees and Grantees Sign This Agreement
6.9	Securities Law Compliance
Section 7	MEMBER DISSOCIATIONS AND SUSPENSIONS; CONSEQUENCES OF DISSOCIATIONS
7.1	Dissociation— Definition
7.2	Certain Effects of Dissociation upon the Rights of Dissociated Members
7.3	Events of Dissociation—In General
7.4	Redemptions and Cross-purchases—in General Provisions
7.5	Dissociation upon Resignation
7.6	Consequences of Dissociation upon Resignation
7.7	Dissociation upon Death
7.8	Consequences of Dissociation upon Death
7.9	Optional Dissociation of Entity Member upon Dissolution
7.10	Consequences of Dissociation upon Dissolution
7.11	Optional Dissociation upon Assignment of Entire LLC Interest
7.12	Consequences of Dissociation upon Assignment of Entire LLC Interest
7.13	Optional Dissociation upon Member Disability
7.14	Consequences upon Member Dissociation upon Disability
7.15	Optional Dissociation upon Member Bankruptcy
7.16	Consequences on Member Dissociation Because of Bankruptcy
7.17	Dissociation upon Expulsion
7.18	Consequences of Member Dissociation by Expulsion
7.19	Members’ Duty to Act on Options with Reasonable Promptness; Deadline for Agreement on Terms of Redemption, Etc.
7.20	Member Suspensions—Grounds
7.21	Requirement to Amend Agreement upon Change in Number of Members
7.22	Effect of Dissociations Resulting in the LLC’s Having No Members
Section 8	MEMBERS’ SALES AND OTHER TRANSFERS OF THEIR MEMBERSHIP RIGHTS TO THIRD PARTIES; PLEDGES
Section 9	MEMBER MEETINGS
Section 10	MEMBER VOTING
10.1	Member Matters, Etc.
10.2	Voting Requirements
Section 11	MEMBER INFORMATION RIGHTS
Section 12	LLC RECORD KEEPING
12.1	LLC’s Duty to Compile and Maintain Records and Information in Compliance with the LLC Act
12.2	LLC’s Duty to Compile and Maintain Books of Account and Other Records Required for the Sound Management of the LLC
12.3	LLC’s Duty to Compile and Maintain Certain Records Concerning Contributions
Section 13	LLC DISSOLUTION, WINDING-UP AND LIQUIDATION
13.1	LLC’s Dissolution, Winding-up and Liquidation— Definitions
13.2	Events Causing Dissolution
13.3	Effective Date of LLC’s Dissolution
13.4	Determination of Date for Delivery of Certificate of Cancellation [OR OTHER APPROPRIATE OFFICIAL FORM] and for Effective Date of Certificate
13.5	Cessation of LLC’s Legal Existence
13.6	Exclusion of a Member from Participation in Winding-up Process, Etc.
13.7	LLC’s Winding-up
13.8	LLC’s Compliance with State Requirements Concerning Liquidating Distributions
13.9	Directors’ Duty to Dispose of and Bar Known and Unknown Claims against LLC
13.10	Directors’ Duty to Consult with the LLC’s Principal Tax Adviser and Principal Lawyer in Connection with the LLC’s Dissolution, Etc.
Section 14	TERM AND TERMINATION OF THIS AGREEMENT
14.1	Term and Termination of Agreement
14.2	Survival of Accrued Rights, Etc.
14.3	Right of Parties after Termination of Agreement to Dispute Resolution in Certain Matters Relating to LLC’s Winding-up, Etc.
Section 15	CLAIMS BY THE MEMBERS, ETC.
15.1	Who May Make a Claim; Waivers
15.2	Fiduciary and Other Duties of Directors and Officers
15.3	Exculpation of Directors and Officers
15.4	Indemnification of the Directors and Officers
15.5	Advancement of Mediation, Arbitration and Litigation Expenses to the Directors and Officers
15.6	LLC’s Duty to Provide Liability Insurance for Directors and Officers
15.7	Burden of Proof; Standard of Proof
Section 16	DISPUTE RESOLUTION—MANDATORY MEDIATION
16.1	Mandatory Mediation
16.2	Procedural Rules
16.3	Notice of Mediation; Selection of Mediator, Etc.
16.4	Mediation Expenses
16.5	Confidentiality
16.6	Parties’ Duty to Perform Their Obligations during Mediation
16.7	Arbitration
Section 17	DISPUTE RESOLUTION—MANDATORY ARBITRATION
17.1	Mandatory Arbitration
17.2	Notice of Arbitration; Arbitration Rules; Commencement of Arbitration
17.3	Referral of Arbitration to AAA
17.4	Arbitrable Matter— Definition
17.5	Matters That the Members May Litigate
17.6	Arbitrator’s Right to Supplement Agreement
17.7	Arbitrator’s Duty to Set Forth Award in Writing, Etc.
17.8	Confidentiality
17.9	Rules Governing Allocation of Arbitration Expenses among the Parties
17.10	Governing Law
17.11	Parties’ Duty to Perform Their Obligations during Arbitration
17.12	Permissible Defenses and Remedies
17.13	Prohibition of Appeal; Entry of Awards
Section 18	GENERAL PROVISIONS
18.1	Entire Agreement
18.2	Amendment of Agreement and Articles
18.3	Incorporation of Exhibits
18.4	Resolution of Conflicts between Agreement and Articles
18.5	Effect of LLC Act
18.6	Forum for Litigation; Acceptance of Personal Jurisdiction; Awarding of Litigation Expenses
18.7	Notices
18.8	Effect of Captions
18.9	“Day,” “Include,” Etc.-- Definitions
18.10	Meaning and Construction of Number and Gender
18.11	Delays and Omissions in Exercising Rights, Etc.; Waivers of Rights, Etc.
18.12	Severability of Provisions
18.13	Permissibility and Validity of Counterparts
18.14	Requirement of Certain Further Actions by the Parties
18.15	Parties’ Acknowledgment of Adequacy of Consideration
18.16	Validity of Facsimile Signatures
18.17	No Third Party Beneficiaries

TABLE OF EXHIBITS
Exhibit A	Articles of Organization [OR OTHER APPROPRIATE OFFICIAL DOCUMENT]
Exhibit B	Bylaws
Exhibit C	Member Contributions and Shares

OPERATING AGREEMENT
[OR LIMITED LIABILITY COMPANY AGREEMENT OR OTHER APPLICABLE STATUTORY TERM UNDER THE GOVERNING LIMITED LIABILITY COMPANY ACT] OF__________________, LLC
A Corporate-Managed Multi-Member 
[State] Limited Liability Company 
Taxable as a C Corporation
DATE OF AGREEMENT; PARTIES
This limited liability company operating agreement (the “Agreement”), dated as of _______, is among the following parties (the “parties”):
1.	[NAME OF MEMBER], an individual, a resident of the State of [STATE], residing at ____ (signing as a member);
2.	[NAME OF MEMBER], an individual, a resident of the State of [STATE], residing at ____ (signing as a member);
3.	[NAME OF MEMBER], an individual, a resident of the State of [STATE], residing at ____ (signing as a member);
4.	[NAME OF MEMBER], an individual, a resident of the State of [STATE], residing at ____ (signing as a member);
5.	[NAME OF DIRECTOR], an individual, a resident of the State of [STATE], residing at ____ (signing as a director and as a member);
6.	[NAME OF DIRECTOR], an individual, a resident of the State of [STATE], residing at ____ (signing as a director and as a member); and
7.	[NAME OF DIRECTOR], an individual, a resident of the State of [STATE], residing at ____ (signing only as a director and not as a member).
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 [STATE] Limited Liability Company Act (the “LLC Act”), [CITATION OF LLC STATUTE].
2.	The purpose of the LLC shall be to [STATE PURPOSE HERE].
3.	This Agreement sets forth the agreement among the parties about their respective rights and duties as parties to the Agreement, including the rights and duties of the LLC’s directors and officers, 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	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 6 and 8 (concerning, respectively, grants and transfers of membership rights).
1.3	Filing of Articles
On or promptly after the effective date of this Agreement (as defined in Section 2.1), the directors shall cause the Articles of Organization (the “Articles”) [OR OTHER OFFICIAL FORM] to be filed with the Secretary of State of the State (the “Secretary of State”) [OR OTHER APPROPRIATE STATE OFFICIAL] of [STATE].  The Articles as filed shall be substantially identical in form and content to that set forth in Exhibit A.
1.4	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 interest in those assets.
1.5	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 directors.
1.6	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.
1.7	LLC’s Duration
The existence of the LLC shall begin on the date of filing of the Articles. The duration of the LLC shall be indefinite and shall terminate only as set forth in Section 13 (concerning the LLC’s dissolution, etc.).
1.8	LLC’s Principal Place of Business
Upon its formation, the address of the LLC’s principal place of business shall be __________.  The directors may change the LLC’s principal place of business from time to time upon reasonable notice to the members.
1.9	LLC’s Registered Agent and Registered Office
The LLC’s registered agent and registered office shall be as set forth in the Articles.  The directors may change the LLC’s registered agent and office from time to time.  The directors shall amend the Articles [OR FOLLOW OTHER APPLICABLE STATE PROCEDURES] to reflect the change.
1.10	Management by Directors and Officers; Initial Directors and Officers
(a)	Management by Directors and Officers.
The LLC shall be managed by a board of directors and officers in accordance with this Agreement and the bylaws of the LLC (the “Bylaws”) as set forth in the attached Exhibit B.
(b)	[STATE] Business Corporation Act and Case Law.
To the extent that any issues arising under or relating to this Agreement or relating to the LLC (including issues concerning the fiduciary duties and defenses of the directors and officers) are not resolved by this Agreement and the Bylaws or by any management or employment agreements in effect between the LLC and the directors or officers, they shall be resolved by the provisions of the [STATE] business corporation act [OR OTHER APPLICABLE BUSINESS CORPORATION STATUTE] and by the case law thereunder.
(c)	Initial Directors.  The initial directors shall be:
(1)	__________________________;
(2)	__________________________; and
(3)	__________________________.
(d)	Initial Officers.  The initial officers shall be:
(1)	President:  ___________________;
(2)	Vice President:  _______________;
(3)	Treasurer:  ___________________;
(4)	Secretary:  ___________________.
1.11	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.
1.12	Federal and State Taxation of LLC and Members
(a)	Federal Income Taxation
i.	Election to be Classified as an Association Taxable as a Corporation.
Promptly after its formation, the LLC shall file an Internal Revenue Service Form 8832 (“Entity Classification Election”) in which it shall elect to be classified as a domestic eligible entity electing to be classified as an association taxable as a corporation.
ii.	The LLC.
For all federal income tax purposes, the LLC shall be taxable under Internal Revenue Code (“IRC”) Subchapter C (“Subchapter C”) on its income, gain, loss and other tax items (collectively, its “tax items”).
iii.	The Members.
The members shall be taxable on distributions to them from the LLC as shareholders of a C corporation.
(b)	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.
1.13	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].
1.14	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 that these definitions and rules are 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.
1.15	LLC’s Accounting Firm
The LLC’s accounting firm shall be [NAME OF ACCOUNTING FIRM].  The directors may terminate the LLC’s relation with this firm and may choose another firm as its accounting firm at the directors’ discretion.
1.16	LLC’s Principal Tax Adviser
The LLC’s principal tax adviser shall be [NAME OF TAX ADVISER].  The directors may terminate the LLC’s relation with this principal tax adviser and may choose another principal tax adviser at the directors’ discretion.
1.17	LLC’s Principal Lawyer [or Law Firm]
The LLC’s principal lawyer shall be [NAME OF LAWYER OR LAW FIRM].  The directors may terminate the LLC’s relation with this lawyer and may choose another lawyer at the directors’ discretion.
Section 2	INTRODUCTORY PROVISIONS CONCERNING THIS AGREEMENT AND THE ARTICLES
2.1	Binding Effect of Agreement; Effective Date
This Agreement shall bind the members when all of them have 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 Articles
Each member has reviewed and hereby approves and accepts the Articles.
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.
Section 3	LLC SHARES; CONTRIBUTION BY THE MEMBERS IN EXCHANGE FOR SHARES, ETC.
3.1	Share—Definition, Etc.
(a)	Share—Definition.
For purposes of this Agreement, the term “share” shall mean a unit of ownership of the right to receive (i) allocations of its tax items (as defined in Section 1.12(a)(2)); and (ii) distributions of LLC cash and other assets.
(b)	Single Class of Shares.
The LLC shall be authorized to issue a single class of shares, which shall be no-par common shares.
(c)	Uniformity of Shares.
Each share of the LLC shall confer on a member identical rights with respect to LLC distribution and liquidation proceeds.
(d)	Number of Authorized Shares.
The LLC shall be authorized to issue up to [NUMBER] common shares.
3.2	Contribution—Definition
For purposes of this Agreement, a contribution shall mean any cash or property, or a promissory note or other obligation to contribute cash or property that a person transfers to the LLC in exchange for the person’s shares (as defined in Section 3.1(a)) and for the other membership rights (as defined in Section 3.3) provided to members under this Agreement.
3.3	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:
(f)	Economic rights; and
(g)	Non-economic rights (such as voting 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 rights as a holder of shares (as defined in Section 3.1).
3.4	Issuance of Shares and Other Membership Rights to the Members in Exchange for their Contributions
(a)	Initial Contributions.
In exchange for each member’s contributions of cash and property identified in the attached Exhibit C made in accordance with all terms of that exhibit, the LLC shall issue to the member [NUMBER] shares and the other membership rights provided to the members under this Agreement.
(b)	Documentation of Contribution.
Promptly after any member makes a contribution to the LLC, the LLC shall file in the LLC’s 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.
(c)	Effective Date of Issuance.
The above issuances of shares and other membership rights shall be effective on the effective date of the LLC’s filing of Form 8832 with the Internal Revenue Service.
(d)	No Capital Calls.
No member shall be obligated to make a contribution to the LLC except as provided in Exhibit C.
(e)	Subsequent Member Contributions.
Members admitted to the LLC after its formation shall make contributions in exchange for their membership rights as set forth in amendments to Exhibit C.
3.5	No Interest on Contributions or on Accrued Allocations
The members shall earn no interest on their contributions under this Section 3 or on amounts allocated to them under Section 4.
3.6	Valuation of Non-Cash Contributions
Before any member makes a contribution to the LLC in a form other than cash, the contributing member and the directors shall agree as to the value of that contribution.
3.7	Requirement of Signed Writing as Condition for Enforceability of Promise to Make Contribution
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 signed by the member.
3.8	Requirement of Vote of Directors in Order to Amend Promise to Make Contribution
No term of any promise by a member in this Agreement to make a contribution to the LLC shall be amended except with the approval of the directors.
3.9	Members’ Duty to Make Promised Contributions Even if They Are Disabled, Etc.
Except as otherwise determined by the directors, 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.
3.10	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 3.10(a).
3.11	Penalties for Failure to Make Promised Contributions
(a)	Penalties.
If a member (the “defaulting member”) fails to make a contribution in accordance with Exhibit C, the directors may impose upon the defaulting member any penalty that the directors determine 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 3.11, the directors shall use reasonable efforts to consult in advance with the LLC’s principal tax adviser and principal lawyer.
3.12	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 4	LLC ALLOCATIONS TO THE MEMBERS
4.1	Allocation—Definition
For purposes of this Agreement, an allocation by the LLC to a member of the LLC’s tax items (as defined in Section 1.12(a)(2)) shall mean an apportionment of these items in respect of the member’s shares on the books of the LLC.
4.2	Formula for LLC Allocations
The LLC shall allocate its tax items among the members in proportion to their respective holdings of shares.
Section 5	LLC DISTRIBUTIONS
5.1	Distribution, Etc. —Definitions
For purposes of this Agreement:
(a)	Distribution—Definition.
A distribution by the LLC to a member shall mean a transfer of the LLC’s cash or other assets to the member in respect of the member’s shares and other membership rights.
(b)	Interim Distribution—Definition.
An interim distribution to a member shall mean any distribution except a liquidating distribution (as defined in Sections 5.1(c)(1) and (2)).
(c)	Liquidating Distribution—Definition.
A liquidating distribution shall mean a distribution in connection with:
(1)	The LLC’s partial or complete redemption of a member’s membership rights; or
(2)	The LLC’s dissolution and liquidation.
5.2	Distributions—General Rules
(a)	Director Vote.
Whether the LLC shall make any distribution and the amount and timing of any such distribution shall, except as provided in Section 5.3, be determined by the directors.
(b)	Distributions to All Members.
The LLC shall make no distribution to any member unless it makes a distribution to all members.
(c)	Proportionality.
Amounts distributed to the members in any distribution shall be in proportion to the members’ respective holdings of shares.
5.3	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 on time and in full.
(b)	Contemporaneous and Proportional.
Any tax distribution shall be subject to the rules of Sections 5.2(b) and (c).
(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 income.
5.4	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.
5.5	Restrictions on Distributions in Kind
If this Agreement or applicable law requires the LLC to make a distribution to a member, then:
(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.
5.6	Prohibition Against Unlawful Distributions
(a)	No Unlawful Distributions.
The LLC shall make no unlawful distribution of its assets (as defined in Sections 5.6(b)(1) and (2)) to any member.
(b)	Unlawful Distribution – Definition.
A distribution shall be an unlawful distribution within the meaning of Section 5.6(a) in either of the following circumstances:
i.	Net Worth Test.
A distribution shall be an unlawful distribution if, immediately after the distribution, the sum of the LLC’s liabilities would exceed the aggregate fair market value of its assets.
ii.	Solvency Test.
A distribution shall be an unlawful distribution if, as a result of the distribution, the LLC would be unable to pay its reasonably foreseeable obligations as they become due.
5.7	Liability of Directors and Members for Authorizing or Receiving Unlawful Distributions
A director who votes to authorize an unlawful distribution and members who receive such a distribution shall be liable for legal sanctions as provided in the LLC Act.
Section 6	TRANSFERS, REDEMPTIONS AND GRANTS OF MEMBERSHIP RIGHTS—DEFINITIONS AND GENERAL RULES
6.1	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.
6.2	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.
6.3	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 the other member.
6.4	Grant—Definition
For purposes of this Agreement, a grant of membership rights means their issuance by the LLC to a member or other person.
6.5	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 directors shall use reasonable efforts to obtain the advice of the LLC’s 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 the members shall not invalidate the transfer, redemption or grant.
6.6	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 directors shall use reasonable efforts to obtain the advice of the LLC’s principal lawyer about the legal effects of the transfer, redemption or grant and to communicate this advice to both members.
(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.
6.7	Signed Writing Required for Transfers, Cross-purchases, Redemptions and Grants
No transfer, cross-purchase, redemption or grant of membership rights in the LLC (a “transaction”) 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.
6.8	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).
6.9	Securities Law Compliance
No transfer, redemption or grant of membership rights in the LLC (a “transaction”) shall be valid until:
(a)	The directors have consulted with the LLC’s principal lawyer about the compliance of the transaction with applicable securities laws; and
(b)	The members are reasonably satisfied that the transaction complies with these laws.
Section 7	MEMBER DISSOCIATIONS AND SUSPENSIONS; CONSEQUENCES OF DISSOCIATIONS
7.1	Dissociation— Definition
Except as provided in Section 7.11 (concerning assignments of entire LLC interests), the dissociation of a member shall mean the termination of the member’s membership rights except:
(a)	The member’s LLC interest (as defined in Section 3.3);
(b)	The rights identified in Section 7.2(a); and
(c)	Any rights the member may have under this Section 7 as a consequence of the member’s dissociation.
7.2	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 be, subject to any contrary order by an arbitrator under Section 17, entitled to the following rights:
(1)	Information Rights.
Subject to reasonable restrictions as determined from time to time by the directors, the former member shall be entitled to inspect and copy at the former member’s own expense all 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 16 and 17 with respect to the former member’s LLC interest.
(3)	Other rights.
The former member shall be entitled to any other rights provided to the member under this Section 7.
(b)	Termination of Duties.
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.
7.3	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 7.5 through 7.17.  The effective date of each such dissociation shall be as set forth in this Section 7.
7.4	Redemptions and Cross-purchases—in General Provisions
(a)	Except as otherwise provided in this Section 7, all redemptions and cross-purchases provided for in this section shall be:
(1)	For the fair market value of the membership rights, including management rights, held by the dissociated member immediately before the dissociated member’s dissociation; and
(2)	On non-price terms (including  closing terms, installment terms, and interest terms) that are reasonable in the circumstances.
(b)	The fair market value of any membership rights redeemed or cross-purchased under this Section 7 shall not take into account discounts for management right or marketing rights or other discounts.
7.5	Dissociation upon Resignation
(a)	Resignation—Definition.
For purposes of this Section 7, 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 7.1.
(b)	Resignation—in General; Effective Date.
A member shall be dissociated upon resigning from the LLC in compliance with Section 7.5(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 directors.  The resignation shall be effective ___ days after the directors have received the notice.  The resigning member shall incur no liability to the other members or to the LLC merely by reason of the resignation.
7.6	Consequences of Dissociation upon Resignation
(a)	If, in connection with a member’s resignation, the member agrees not to compete against the LLC, then, for a reasonable purchase price and on reasonable non-price terms:
(1)	The LLC may redeem and the other members may cross-purchase all (but not less than all) of the resigned member’s membership rights; and
(2)	The resigned member may require the above purchase.
(b)	If, in connection with the member’s resignation, the member does not agree not to  compete against the LLC, the above price and non-price terms shall be appropriately altered.
7.7	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.
7.8	Consequences of Dissociation upon Death
Upon a member’s death while a member, then, for a reasonable purchase price and on reasonable non-price terms:
(a)	The member’s successors may require the LLC to redeem or the other members to purchase all (but not less than all) the deceased member’s membership rights; and
(b)	The LLC or the other members may require the deceased member’s successors to make the above purchase.
7.9	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 (a “dissolution”), 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.
7.10	Consequences of Dissociation upon Dissolution
Upon a member’s dissolution, then, for a reasonable purchase price and on reasonable non-price terms:
(a)	The member’s successors may require the LLC to redeem or the other members to purchase all (but not less than all) the dissolved member’s membership rights; and
(b)	The LLC or the other members may require the dissolved member’s successors to make the above purchase.
7.11	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 7.1, 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.
7.12	Consequences of Dissociation upon Assignment of Entire LLC Interest
If a member assigns the member’s entire LLC interest to a third party, the assigning member’s other membership rights shall terminate and the LLC and the other members shall have no duty to make any payment to the assigning member for these other rights.
7.13	Optional Dissociation upon Member Disability
(a)	Disability—Definition.
For purposes of this Section 7.13, 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 7.13(a)), 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.
(c)	Right of Member to Appoint Proxy.
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 the other members approve this appointment.
7.14	Consequences upon Member Dissociation upon Disability
If the other members dissociate a member because of a disability, then, for a reasonable purchase price and on reasonable non-price terms:
(a)	The disabled member or the disabled member’s proxy may require the LLC to redeem or the other members to purchase all (but not less than all) of the disabled member’s membership rights; and
(b)	The LLC or the other members may require the disabled member’s to sell all (but not less than all) of the disabled member’s membership rights to the LLC or the other members.
7.15	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 a 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 determines that the dissociation is in the LLC’s best interest.
7.16	Consequences on Member Dissociation Because of Bankruptcy
If the other members dissociate a member for bankruptcy, then, for a reasonable purchase price and on reasonable non-price terms, the other members may require the bankrupt member to sell the bankrupt member’s membership rights to the LLC or to the other members.
7.17	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 7.17(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 7.17(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 member 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.
7.18	Consequences of Member Dissociation by Expulsion
Upon the dissociation of a member by expulsion, then, for a purchase price and on non-price terms that take into full account the conduct of the expelled member:
(a)	The LLC or the other members may require the expelled member to sell all or any part of the expelled membership rights to the LLC or to the other members; and
(b)	The expelled member may require the LLC or the other members or purchase all (but not less than all) of the expelled member’s membership rights.
7.19	Members’ Duty to Act on Options with Reasonable Promptness; Deadline for Agreement on Terms of Redemption, Etc.
(a)	General Rule.
The other members shall exercise all options available to the members under this Section 7, 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 7, 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 permitted or required under this Section 7; and
(2)	They shall close any such redemption or cross-purchase.
7.20	Member Suspensions—Grounds
(a)	Requirement of Reasonable Grounds for Suspension.
At the request of the directors, an arbitrator may suspend a member under this Section 7.20 if the arbitrator determines that there is a substantial possibility that the member can be validly expelled under Section 7.17.
(b)	Terms of Suspension.
No suspension under this Section 7.20 shall be valid unless its duration and its other terms are determined to be reasonable in mediation under Section 16 or arbitration under Section 17.  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.
7.21	Requirement to Amend Agreement upon Change in Number of Members
If, for any reason, the number of members changes after the Effective Date, the member or members (as the case may be) 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.
7.22	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.
Section 8	MEMBERS’ SALES AND OTHER TRANSFERS OF THEIR MEMBERSHIP RIGHTS TO THIRD PARTIES; PLEDGES
Each member may freely transfer all or any part of the member’s shares and other membership rights to any person without the consent of any other members or the directors.
Section 9	MEMBER MEETINGS
The LLC shall hold annual and special meetings of the members as provided in the Bylaws.
Section 10	MEMBER VOTING
10.1	Member Matters, Etc.
(a)	Matters on Which the Members May Vote.
The members in their capacity as members may vote only upon the following matters (“member matters”):
(1)	Election and Removal of Directors.
The members may elect and remove directors as provided in the Bylaws.
(2)	Selection of Mediator or Arbitrator.
The members may vote to select a mediator or arbitrator under Sections 16 and 17.
(1)	Amendments of Articles.
The members may vote to amend the Articles.
(2)	Amendments of Agreement.
The members may vote to amend this Agreement.
(3)	Mergers.
The members may vote on whether the LLC shall be merged with one or more other entities.
(4)	Sales of LLC Assets.
The members may vote on whether the LLC shall sell all or substantially all of its assets outside the ordinary course of the LLC’s business.
(5)	Dissolution of LLC.
The members may vote on whether to dissolve the LLC.
(b)	Bylaws.
Except as provided in Section 10.1(a), all matters relating to voting by the members shall be governed by the Bylaws.
10.2	Voting Requirements
(a)	Except as provided in Sections 10.2(b) and (c), all member matters shall be decided by vote of members holding a majority of outstanding shares.
(b)	As provided in Section 15.2(a), the approval of the LLC’s dissolution shall require the affirmative vote of members holding two-thirds of the outstanding shares.
(c)	As provided in Section 10.2, any amendment of the Articles or of this Agreement shall require the unanimous vote of the members.
Section 11	MEMBER INFORMATION RIGHTS
The members’ rights with respect to LLC records and information shall be as provided in the business corporation act of the state of [STATE] and the case law thereunder.
Section 12	LLC RECORD KEEPING
12.1	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 all records and information that the LLC Act requires it to compile and maintain.
12.2	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.
12.3	LLC’s Duty to Compile and Maintain Certain Records Concerning Contributions
The LLC shall compile and maintain records evidencing:
(a)	That its members have made to the LLC the contributions required of them under Section 3; and
(b)	The value of these contributions.
These records may take the form of cancelled checks, bills of assignment or any other appropriate form.
Section 13	LLC DISSOLUTION, WINDING-UP AND LIQUIDATION
13.1	LLC’s Dissolution, Winding-up and Liquidation— Definitions
For purposes of this Agreement, the following terms shall have the following meanings:
(b)	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.
(c)	Winding-up.
The winding-up of the LLC shall mean the process of concluding its existing business activities and preparing for its liquidation.
(d)	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.
13.2	Events Causing Dissolution
The LLC shall be dissolved in the following situations:
(a)	Vote of the Members.
The LLC shall be dissolved by a two-thirds vote of the directors to dissolve it.
(b)	Government Order.
The LLC shall be dissolved on the date determined by order of dissolution by a court of competent jurisdiction or by the Secretary of State.
(c)	Arbitrator’s Order.
An arbitrator under Section 17 may issue an order dissolving the LLC if the arbitrator determines that there is a compelling need for the dissolution.
13.3	Effective Date of LLC’s Dissolution
The dissolution of the LLC by vote of the directors shall be effective on the date specified in that vote or, if the vote does 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.
13.4	Determination of Date for Delivery of Certificate of Cancellation [OR OTHER APPROPRIATE OFFICIAL FORM] and for Effective Date of Certificate
The date on which the LLC shall deliver a certificate of cancellation of the LLC’s Articles [OR OTHER APPROPRIATE OFFICIAL FORM] to the Secretary of State for filing and the effective date of this certificate shall be determined by the directors upon the completion of the winding-up and liquidation of the LLC.  Promptly thereafter, the directors shall cause the filing of the certificate of cancellation [OR OTHER APPROPRIATE OFFICIAL FORM] with the Secretary of State.
13.5	Cessation of LLC’s Legal Existence
Unless a court or other governmental authority of competent jurisdiction finally determines otherwise, the LLC shall cease to exist as a legal entity on the effective date set forth in the certificate of cancellation.
13.6	Exclusion of a Member from Participation in Winding-up Process, Etc.
An arbitrator under Section 17 may exclude a member or director from participating in the winding-up and liquidation of the LLC on the ground that, because of past wrongful conduct by the member or director, the member’s or director’s participation would be likely to affect that process adversely.
13.7	LLC’s Winding-up
(a)	Directors Jointly Responsible.
Unless decided otherwise by the directors at the time of the winding-up, the directors 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 and on terms as favorable as reasonably possible to the LLC:
i.	Wind up its business and internal affairs; and
ii.	Cause its liquidation.
During the wind-up period, the LLC shall accept no new business.
13.8	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.
13.9	Directors’ Duty to Dispose of and Bar Known and Unknown Claims against LLC
In connection with the LLC’s liquidation, the directors 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.
13.10	Directors’ 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 directors and other persons responsible for these procedures shall use their reasonable best efforts to consult with the LLC’s principal tax adviser and principal lawyer and shall structure and implement the liquidation in a manner that is as fair as reasonably possible to each member from a legal and tax viewpoint.
Section 14	TERM AND TERMINATION OF THIS AGREEMENT
14.1	Term and Termination of Agreement
Subject to Sections 14.2 and 14.3, 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 14.1(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 14.1(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 14.1(c) shall be as determined by the authority in question.
14.2	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.
14.3	Right of Parties 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 16 and 17 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 mefore termination;
(b)	The LLC’s liquidation; and
(c)	LLC matters arising after the termination of the LLC’s legal existence.
Section 15	CLAIMS BY THE MEMBERS, ETC.
15.1	Who May Make a Claim; Waivers
(a)	Claims by Members.
By giving the other members and the directors a written notice of mediation under Section 16 or of arbitration under Section 17 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 or against one or more directors or officers 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 15.1(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:
i.	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
ii.	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 any rule specifically governing derivative actions.
15.2	Fiduciary and Other Duties of Directors and Officers
Each director and officer shall be subject to fiduciary duties as provided in this Agreement, the Bylaws and the business corporation act of the state of [STATE].
15.3	Exculpation of Directors and Officers
(a)	Elimination of Liability.
The LLC may, upon majority vote of the members and subject to Section 15.3(b), eliminate any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of the directors or officers to the LLC or the members.
(b)	Restrictions.
Notwithstanding Section 15.3(a), the LLC shall not eliminate the liability of any director or officer for any act or omission that constitutes:
i.	Gross negligence;
ii.	Breach of the director’s or officer’s duty of loyalty;
iii.	Willful misconduct; or
iv.	Knowing violation of law.
15.4	Indemnification of the Directors and Officers
(a)	Indemnification.
The LLC may, upon the majority vote of the members, indemnify a director and officer for any liability of the director and officer to the LLC or to the members except liabilities arising from the director’s or officer’s:
i.	Gross negligence;
ii.	Breach of the duty of loyalty;
iii.	Willful misconduct; or
iv.	Knowing violation of law.
(b)	Liability—Definition.
For purposes of Section 15.4(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 15.1(a).
15.5	Advancement of Mediation, Arbitration and Litigation Expenses to the Directors and Officers
If (i) any person makes a claim against a current or former director or officer in the director or officer’s capacity as a director or officer and (ii) the claim relates to actions or omissions by the director or officer while he or she was a director or officer, the LLC shall advance reasonable mediation, arbitration and litigation expenses, including reasonable attorneys’ fees, to the director or officer for the defense of the claim if:
(a)	The director or officer promises in writing to reimburse the LLC for the advancement to the extent that the director or officer does not prevail in the claim; and
(b)	This writing specifies all material terms of the reimbursement.
15.6	LLC’s Duty to Provide Liability Insurance for Directors and Officers
The LLC shall obtain liability insurance sufficient to cover any amounts for which the directors and officers will be entitled to indemnification under Section 15.4.
15.7	Burden of Proof; Standard of Proof
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.
Section 16	DISPUTE RESOLUTION—MANDATORY MEDIATION
16.1	Mandatory Mediation
If any dispute arises under or relating to this Agreement or relating to the LLC’s business or internal affairs that the members, directors or officers cannot resolve voluntarily among themselves, they shall seek to resolve the dispute by mediation.
16.2	Procedural Rules
Except as otherwise provided in this Section 16 or as agreed in writing by the parties at the time, any mediation under this Section 18 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.
16.3	Notice of Mediation; Selection of Mediator, Etc.
(a)	Notice of Mediation.
Any party may initiate a mediation under this Agreement by giving the other parties 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 16 unanimously agree otherwise at the time, then, within 10 business days after the other parties have received the above notice, the parties shall agree upon the identity of the mediator, the site of the mediation and the method of administering the mediation.  They shall commence 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 parties cannot agree on any of the matters identified in Section 16.3(b), the LLC shall promptly give a written notice of the mediation to the AAA and the AAA shall administer the mediation.
16.4	Mediation Expenses
Each party in any mediation under this Section 16 shall bear the party’s mediation expenses, provided that each member shall be liable per capita for any fees charged by the mediator to the LLC and any applicable AAA fees.
16.5	Confidentiality
(a)	Duty of Confidentiality.
The parties shall maintain in confidence all information disclosed by each to the others and to the mediator in any mediation under this Section 16, and reasonably identified by the disclosing party as confidential.
(b)	Settlements, Etc.
No settlement offer by any party during any mediation under this Section 16 shall be discoverable or binding in any other proceeding.
(c)	Mediator’s Duty of Confidentiality.
Before the commencement of any mediation under this Section 16, the parties may require the mediator to sign an appropriate non-disclosure agreement.
16.6	Parties’ Duty to Perform Their Obligations during Mediation
Unless the parties unanimously agree otherwise in writing at the time, each party shall perform the party’s obligations under the Agreement during any mediation under this section.
16.7	Arbitration
Unless the parties unanimously agree otherwise in writing at the time, any party shall have the right to require the arbitration under Section 17 of any issue not resolved in mediation under this Section 16.
Section 17	DISPUTE RESOLUTION—MANDATORY ARBITRATION
17.1	Mandatory Arbitration
If any dispute arises under or relating to this Agreement or relating to the LLC’s business or internal affairs that the parties cannot resolve voluntarily among themselves or by mediation under Section 16, then, unless the parties unanimously agree otherwise in writing, they shall resolve the dispute by arbitration by a single arbitrator under this Section 17.
17.2	Notice of Arbitration; Arbitration Rules; Commencement of Arbitration
(a)	Notice of Arbitration.
Any party may initiate an arbitration under this Section 17 by giving a written notice of arbitration to the other parties.  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 parties unanimously agree otherwise in writing at the time of the arbitration, the rules governing any arbitration under this Section 17 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 parties.
(c)	Commencement of Arbitration.
The parties shall commence any arbitration under this Section 17 as promptly as reasonably possible after the other parties receive a notice of arbitration under this Section 17.2(a).
17.3	Referral of Arbitration to AAA
If, within 15 business days after any party has given a written notice of arbitration to the other parties under Section 17.2(a), the parties have not agreed upon an arbitrator, an arbitration site or an arbitration administrator, then, unless the parties unanimously agree otherwise in writing at the time:
(a)	Referral to AAA.
The LLC shall refer the matter or matters listed in the notice required under Section 17.2(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.
17.4	Arbitrable Matter— Definition
For purposes of this Section 17, 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 and Directors.
Arbitrable matters shall include material matters that arise under or relate to this Agreement or to the internal affairs of the LLC.
17.5	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 19; or
(c)	As otherwise permitted under the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “Federal Arbitration Act”).
17.6	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.
17.7	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 17, but shall have no duty to explain in writing the facts underlying the award or the reasoning upon which the award is based.
17.8	Confidentiality
Except as the members may otherwise unanimously agree in writing at the time of the arbitration, the members shall maintain in confidence:
(a)	The fact that they are engaging or have engaged in arbitration under this Section 17;
(b)	All confidential information disclosed by each member to the others and to the arbitrator during the arbitration; and
(c)	Any arbitration award resulting from the arbitration.
17.9	Rules Governing Allocation of Arbitration Expenses among the Parties
(a)	General Rule.
Except as provided in Sections 17.9(b) and (c), each party shall bear the party’s expenses, including attorneys’ fees, in any arbitration under this Section 17, except that each party shall be liable per capita for any fees charged by the arbitrator or the AAA.
(b)	Unreasonable Claims and Arguments.
If an arbitrator determines that a party has initiated an arbitration under this Section 17 without a reasonable basis for doing so or that any claim, argument or other action of a party in the arbitration is unreasonable, the arbitrator shall to that extent assess against that party the expenses incurred by the other parties 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 party has failed to prevail in an arbitration under this Section 17, the arbitrator shall to that extent allocate to that party the costs of the arbitration, including reasonable attorneys’ fees and fees payable to the arbitrator.
17.10	Governing Law
(a)	General Rule.
In deciding any arbitration under this Section 17, the arbitrator shall apply the substantive law of the State of [STATE] (exclusive of its laws governing conflicts of law).
(b)	Federal Arbitration Act.
However, matters relating to the enforceability of this Section 17 and to any award granted under this Section shall be governed by the Federal Arbitration Act.
17.11	Parties’ Duty to Perform Their Obligations during Arbitration
Except as ordered by an arbitrator under this Section 17 or as otherwise provided in this Agreement or unanimously agreed in writing by the parties at the time of the arbitration, each party shall perform the party’s obligations under the Agreement during any arbitration under this section.
17.12	Permissible Defenses and Remedies
In any arbitration under this Section 17, 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.
17.13	Prohibition of Appeal; Entry of Awards
(a)	Except as permitted by the Federal Arbitration Act, no party shall appeal to any court any award by an arbitrator under this Section 17.
(b)	Any party 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 18	GENERAL PROVISIONS
18.1	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.
18.2	Amendment of Agreement and Articles
(a)	Amendments of Agreement.
Except as provided in Section 17.6 (relating to supplementation of the Agreement by an arbitrator), no amendment of this Agreement shall be valid unless it is approved by unanimous vote of the members, is in writing, and is signed by all of the parties.
(b)	Amendments of Articles.
Except as otherwise provided in the LLC Act, no amendment of the Articles shall be valid unless it is approved by unanimous vote of the members and is filed in compliance with the LLC Act.
18.3	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.
18.4	Resolution of Conflicts between Agreement and Articles
If there is any conflict between this Agreement and the Articles, then, in any dispute among the members, this Agreement shall prevail.
18.5	Effect of LLC Act
Except as otherwise provided in this Agreement, the business and internal affairs of the LLC shall be governed by the LLC Act as in effect on the Effective Date (as defined in Section 2.1) and as amended thereafter from time to time.
18.6	Forum for Litigation; Acceptance of Personal Jurisdiction; Awarding of Litigation Expenses
(a)	Jurisdiction Where Suit Must Be Filed.
If any party sues another party in a suit permitted by this Agreement, the party bringing the suit shall do so in the courts of the State of [STATE].  The parties hereby irrevocably accept the personal jurisdiction of those courts in any such suit.
(b)	Litigation vs. Dispute Resolution.
This Section 18.6 shall not be construed to impair any restriction on litigation set forth in Sections 16 or 17 of this Agreement (relating to dispute resolution).
(c)	Allocation of Litigation Expenses.
The rules governing the allocation of expenses among the parties in any litigation shall reflect as closely as possible the rules set forth in Section 17.9 (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.
18.7	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 18.7 shall be deemed to have been delivered:
i.	If delivered by hand, upon delivery;
ii.	If sent by electronic facsimile transmission or e-mail, upon the mailing of a copy of the notice by first-class mail;
iii.	If sent by overnight courier service, 24 hours after deposit with that service; or
iv.	If sent by certified or registered mail, return receipt requested, 48 hours after deposit in the mail.
18.8	Effect of Captions
All captions in this Agreement are for convenience only and shall be deemed irrelevant in construing any provision of the Agreement.
18.9	“Day,” “Include,” Etc.-- Definitions
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.
18.10	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.
18.11	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:
i.	Shall impair any such right, power or remedy; or
ii.	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.
18.12	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.
18.13	Permissibility and Validity of Counterparts
This Agreement may be executed in any number of counterparts and by different parties to this Agreement in separate counterparts.  Each of these counterparts when so executed shall be deemed to be an original of the Agreement and all such counterparts taken together shall constitute one and the same Agreement.
18.14	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.
18.15	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.
18.16	Validity of Facsimile Signatures
Facsimile copies of parties’ signatures shall be held valid for all purposes under this Agreement.
18.17	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.

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

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

_______________________________________________________________________
[NAME OF MEMBER] (signing as a member)					(Date)

_______________________________________________________________________
[NAME OF MEMBER] (signing as a member)					(Date)

_______________________________________________________________________
[NAME OF MEMBER] (signing as a member)					(Date)

_______________________________________________________________________
[NAME OF MEMBER] (signing as a member)					(Date)

_______________________________________________________________________
[NAME OF DIRECTOR] (signing as a director and as a member)		(Date)

_______________________________________________________________________
[NAME OF DIRECTOR] (signing as a director and as a member)		(Date)

_______________________________________________________________________
[NAME OF DIRECTOR] (signing only as a director and not as a member)	(Date)

_________________, LLC

EXHIBIT A
ARTICLES OF ORGANIZATION

[ATTACHED]

EXHIBIT B
BYLAWS

[ATTACHED]

EXHIBIT C
MEMBER CONTRIBUTIONS AND SHARES
The following members shall make the following contributions to the LLC in exchange for the following numbers of shares and for the other membership rights granted to them by the LLC under this Agreement:

[TO BE COMPLETED FOR EACH MEMBER]