Drafting Limited Liability Company
Operating Agreements
Published by: Wolters Kluwer
Principal Author: John M. Cunningham
Co-author: Amanda Nelson
FORM 3K IS A MODEL OPERATING AGREEMENT (GENERIC) FOR A MEMBER-MANAGED TWO-MEMBER LIMITED LIABILITY COMPANY:
(1)	WHICH HAS TWO EQUAL MEMBERS;
(2)	WHICH IS MANAGED BY ITS MEMERS UNDER A SIMPLE GENERAL MANAGEMENT STRUCTURE; AND
(3) WHICH IS TAXABLE AS A PARTNERSHIP	

OPERATING AGREEMENT [OR OTHER LIMITED LIABILITY COMPANY AGREEMENT OR OTHER APPROPRIATE TERM UNDER THE GOVERNING LIMITED LIABILITY COMPANY ACT] OF ____________, LLC

A Member-Managed Two-Member [STATE] Limited Liability Company Taxable as a Partnership

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	MEMBERS’ CONTRIBUTIONS TO THE LLC
Section 4	LLC ALLOCATIONS TO THE MEMBERS
Section 5	LLC DISTRIBUTIONS TO THE MEMBERS
Section 6	CAPITAL ACCOUNTS
Section 7	MEMBER DISSOCIATIONS; CONSEQUENCES OF DISSOCIATIONS
Section 8	LLC GRANTS OF MEMBERSHIP RIGHTS
Section 9	MEMBERS’ SALES AND OTHER TRANSFERS OF THEIR MEMBERSHIP RIGHTS TO THIRD PARTIES; PLEDGES
Section 10	MEMBER MEETINGS
Section 11	MEMBER VOTING
Section 12	MEMBERS’ RIGHTS TO LLC RECORDS AND INFORMATION;CONFIDENTIAL
Section 13	LLC MANAGEMENT
Section 14	MEMBERS’ FIDUCIARY DUTY OF CARE
Section 15	MEMBERS’ FIDUCIARY DUTY OF LOYALTY
Section 16	MANDATORY ARBITRATION
Section 17	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	Federal and State Taxation of the LLC and the Members
1.5	LLC’s Annual Accounting Period
1.6	LLC’s Accounting Method
1.7	The LLC’s Lawyer
1.8	The LLC’S Accountant
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	MEMBERS’ CONTRIBUTIONS TO THE LLC
Section 4	LLC ALLOCATIONS TO THE MEMBERS
Section 5	LLC DISTRIBUTIONS TO THE MEMBERS
5.1	Interim Distributions—In General
5.2	Allocations of Distributions
5.3	Tax Distributions
Section 6	CAPITAL ACCOUNTS
Section 7	MEMBER DISSOCIATIONS; 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	Dissociation upon Resignation
7.5	Effect Of Dissociation upon Resignation
7.6	Dissociation upon Death
7.7	Consequences Of A Member’s Dissociation upon Death
7.8	Optional Dissociation upon Disability
7.9	Consequences of Member’s Dissociation by reason of Disability
7.10	Optional Dissociation upon Member Bankruptcy
7.11	Effects of a Member’s Dissociation under Section 7.10
7.12	Dissociation upon Expulsion
7.13	Consequences of Dissociation by Expulsion
7.14	Choice Between Cross-Purchase and Redemption
Section 8	LLC GRANTS OF MEMBERSHIP RIGHTS
8.1	LLC Grants of Membership Rights to Third Parties
8.2	LLC Grants of Additional Membership Rights to Members
8.3	LLC Tax Adviser’s Advance Approval of Grants of Membership rights
Section 9	MEMBERS’ SALES AND OTHER TRANSFERS OF THEIR MEMBERSHIP RIGHTS TO THIRD PARTIES; PLEDGES
9.1	Requirement of Consent of Other Member for Transfers of Membership Rights to Third Parties
9.2	Requirement of Consent of Other Member for Pledges of Membership Rights
Section 10	MEMBER MEETINGS
Section 11	MEMBER VOTING
Section 12	MEMBERS’ RIGHTS TO LLC RECORDS AND INFORMATION;CONFIDENTIAL
Section 13	LLC MANAGEMENT
13.1	Members’ Equal Responsibility for Managing the LLC
13.2	Members’ Agency Authority; Restriction on Exercise of Agency Authority
13.3	Members’ Compensation and Fringe Benefits
Section 14	MEMBERS’ FIDUCIARY DUTY OF CARE
Section 15	MEMBERS’ FIDUCIARY DUTY OF LOYALTY
Section 16	MANDATORY ARBITRATION
16.1	Mandatory Arbitration
16.2	American Arbitration Association
Section 17	GENERAL PROVISIONS
17.1	Entire Agreement
17.2	Amendment of Agreement and Articles
17.3	Governing Law
17.4	Joint Representation by Attorney [IF APPLICABLE]

TABLE OF EXHIBITS

Exhibit A Articles of Organization [OR OTHER APPROPRIATE OFFICIAL DOCUMENT]

OPERATING AGREEMENT 
[OR LIMITED LIABILITY COMPANY AGREEMENT OR OTHER APPROPRIATE TERM UNDER THE GOVERNING LIMITED LIABILITY COMPANY ACT] OF _________, LLC
A Member-Managed Two-Member [State] Limited Liability Company 
Taxable as a Partnership 

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

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

STATEMENT OF BACKGROUND
1.	The members intend to form an LLC (the “LLC”) under the [STATE] Limited Liability Company Act (the “LLC Act”), [CITATION OF LLC STATUTE].
2.	The principal purpose of the LLC will be to [STATE PRINCIPAL PURPOSE].
3.	This Agreement sets forth the terms of the agreement between 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	Identification of Initial Members; Admission of Additional Members 
On the date of the LLC’s formation, the members shall be the only members of the LLC.  Additional members shall be added to the LLC only in accordance with Sections 8 and 9 (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 members shall cause the articles of organization (the “Articles”) [OR OTHER OFFICIAL FORM] to be filed with the Secretary of State (the “Secretary of State”) [OR OTHER APPROPRIATE STATE OFFICIAL] of the State of [STATE].  The Articles as filed shall be substantially identical in form and content to those set forth in Exhibit A.
1.4	Federal and State Taxation of the LLC and the Members 
(a)	Federal income taxation.  For all federal income tax purposes, the LLC and the members shall be subject to partnership taxation under Internal Revenue Code (“IRC”) Subchapter K.
(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)	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.
1.5	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].
1.6	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.  
1.7	The LLC’s Lawyer
The LLC’s lawyer shall be _________________. Either member may require that another lawyer become the LLC’s lawyer. The identity of the replacement lawyer shall be as agreed by the members.
1.8	The LLC’S Accountant
The LLC’s accountant shall be _________________. Either member may require that another accountant become the LLC’s lawyer. The identity of the replacement accountant shall be as agreed by the members.
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 both of them have signed it.  The effective date of the Agreement (the “Effective Date”) shall be the date on which the latter of the members signing and dating it shall have done so.
2.2	Members’ Acceptance of Articles 
Each member has reviewed and hereby approves 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	MEMBERS’ CONTRIBUTIONS TO THE LLC
Promptly after the formation of the LLC, the following members shall make the following contributions to the LLC in exchange for their rights as LLC members:
(a)	[Name of member]:  [CASH, PROPERTY OR SERVICES TO BE CONTRIBUTED]; 
(b)	[Name of member]:  [CASH, PROPERTY OR SERVICES TO BE CONTRIBUTED]. 
Section 4	LLC ALLOCATIONS TO THE MEMBERS 
The LLC shall allocate its tax items equally between the members.  
Section 5	LLC DISTRIBUTIONS TO THE MEMBERS 
5.1	Interim Distributions—In General 
Except as otherwise provided in Section 5.3, the following matters shall be determined by the affirmative vote of both members:  
(a)	Whether the LLC shall make interim distributions to the members;
(b)	The amount of any such distributions; and
(c)	The timing of the distributions.
5.2	Allocations of Distributions
All distributions by the LLC to the members shall be equal as between the members.
5.3	Tax Distributions
(a)	Distributions to Cover Members’ Tax Obligations.  To the extent that the LLC’s financial condition and other relevant factors reasonably 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)	Assumed Tax Rates.  In computing the amount of each tax distribution to each member, the LLC shall assume that both members are obligated to pay the highest federal and the state marginal rate of tax applicable to the member with the higher such rate.
Section 6	CAPITAL ACCOUNTS
(a)	Maintenance of Capital Accounts.  The LLC shall maintain capital accounts for the members in accordance with applicable U.S. Treasury Department regulations.
(b)	Distributions in Liquidation of the LLC.  In connection with the LLC’s liquidation, the LLC shall make distributions that leave each member with a capital account of zero. 
Section 7	Member DISSOCIATIONS; CONSEQUENCES OF DISSOCIATIONS 
7.1	Dissociation— Definition
(a)	The dissociation of a member shall mean the termination of all of the member’s membership rights except:
(1)	The member’s right to allocations of LLC income and losses and to distributions of LLC cash and other assets; 
(2)	The rights identified in Section 7.2(a); and
(3)	Any rights to cross-purchases or redemptions and any other rights that 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, subject to any contrary order by an arbitrator under Section 16 as consequence of the member’s dissociation, be entitled to the following rights:
(1)	Information Rights.  Subject to reasonable restrictions as determined from time to time by the remaining member, 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 the former member’s LLC interest.  
(2)	Dispute Resolution Rights.  The former member shall be entitled to invoke the dispute resolution provisions of Section 16 with respect to the former member’s LLC interest.
(b)	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 7.4 through 7.14.  The effective date of each such dissociation shall be as set forth in this Section 7.
7.4	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 specifically identified in this Section 7.
(b)	Resignation—in General; Effective Date.  A member who resigns as a member (the “resigning member”) shall be dissociated upon resigning from the LLC in compliance with Section 7.4(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 member.  The resignation shall be effective 30 days after the other member has received the notice.  The member shall incur no liability to the other member or the LLC merely by reason of the resignation.
7.5	Effect Of Dissociation upon Resignation 
Reasonably promptly after a member resigns from the LLC, the LLC or the other member shall cross-purchase or the LLC shall redeem the resigned member’s membership rights for their then fair market value and on non-price terms, including closing terms, installment terms and interest terms, that shall not unduly burden the purchaser.
7.6	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.
7.7	Consequences Of A Member’s Dissociation upon Death
(a)	Cross-Purchase or Redemption. Reasonably promptly after a member’s dissociation by death, the other member shall cross-purchase or the LLC shall redeem the resigned member’s membership rights for their then fair market value and on non-price terms, including closing terms, installment terms and interest terms, that shall not unduly burden the purchaser.
(b)	Definition of Cross-Purchase. For purposes of this Agreement, “cross-purchase” shall mean a member’s purchase of the membership rights of the other member.
(c)	Definition of Redemption. For purposes of this Agreement, a “redemption” by the LLC shall mean the LLC’s purchase of the membership rights of a member.
7.8	Optional Dissociation upon Disability 
(a)	Disability—Definition.  For purposes of this Section 7.8, 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 180 consecutive days.  
(b)	Option to Dissociate.  If a member incurs a disability (as defined in Section 7.6(a)), the other member shall have the option to dissociate the member if the other member reasonably determines that the dissociation is in the best interest of the LLC and the members.  
(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 the other member gives advance written consent to this appointment.  The other member shall not unreasonably withhold this consent.
7.9	Consequences of Member’s Dissociation by reason of Disability
(a)	Upon a member’s becoming dissociated by reason of incurring a disability, the other member may cross-purchase or the LLC may redeem the disabled member’s membership rights for their fair market value and upon non-price terms that shall not unreasonably burden the purchaser, but only with the consent of the disabled member’s representative.
(b)	The disabled member’s represent shall not unreasonably withhold or delay the above consent.
(c)	If the other member does not cross-purchase and the LLC does not redeem the disabled member’s membership rights, the disabled member’s representative may exercise the disabled member’s membership rights, but, in doing so, the representative shall comply as fully as reasonably possible with the disabled member’s duties as a member.
7.10	Optional Dissociation upon Member Bankruptcy  
Either member shall have the option to dissociate the other member if:
(a)	The other 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 70 days after being filed; and
(c)	The non-bankrupt member reasonably determines that the dissociation is in the LLC’s best interest.
7.11	Effects of a Member’s Dissociation under Section 7.10
If a member is dissociated under Section 7.10, the other member may cross-purchase and the LLC may redeem the dissociated member’s membership rights for their then fair market value and upon non-price terms that shall not unduly burden the purchaser.
7.12	Dissociation upon Expulsion
A member (the “initiating member”) may seek the expulsion of the other member in arbitration under Section 16.  The arbitrator in any such arbitration may expel the breaching member if the initiating member proves by a preponderance of evidence that the other member has engaged or is likely to engage in misconduct that has caused or is likely to cause serious injury to the LLC.
7.13	Consequences of Dissociation by Expulsion
Upon a member’s expulsion from the LLC, the other member may cross-purchase and the LLC may redeem the dissociated member’s membership rights for their then fair market value and upon non-price terms that shall not unreasonably burden the purchaser.

In determining the purchase price and non-price terms of any purchase under Section 7.13(a), the purchaser may take into reasonable account the effect of the actions or omissions of the dissociated member resulting in the dissociated member’s expulsion.
7.14	Choice Between Cross-Purchase and Redemption
Whether a dissociated member’s membership rights shall be cross-purchased by the other member or redeemed by the LLC or shall be purchased by a combination of cross-purchase and redemption shall be decided by the other member in the other member’s reasonable discretion.
Section 8	LLC GRANTS OF MEMBERSHIP RIGHTS 
8.1	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 affirmative vote of both members.
8.2	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 affirmative vote of both members.
8.3	LLC Tax Adviser’s Advance Approval of Grants of Membership rights
(a)	Members’ Acknowledgement. The members acknowledge that any grant of membership rights by the LLC may have significant federal tax consequences on the members’ rights to pass-through deductions under Internal Revenue Code section 199A (“section 199A”) and on Internal Revenue Service audits of the LLC under the partnership audit rules (the “partnership audit rules”) imposed on entities taxable as partnerships under the Bipartisan Budget Act of 2015 (the “BBA”).
(b)	Duty to Consult with Expert on Section 199A and the Partnership Audit Rules. Accordingly, the LLC shall make no grant of membership rights to any person unless the members first consult with the LLC’s tax accountant or with an expert on section 199A and on the BBA partnership audit rules.
Section 9	MEMBERS’ SALES AND OTHER TRANSFERS OF THEIR MEMBERSHIP RIGHTS TO THIRD PARTIES; PLEDGES
9.1	Requirement of Consent of Other Member for Transfers of Membership Rights to Third Parties 
Neither member shall transfer all or any part of the member’s membership rights to any third party except with the advance written consent of the other member.
9.2	Requirement of Consent of Other Member 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 Consent of Other Member. Neither member shall pledge all or any part of the member’s membership rights to any person except with the advance written consent of the other member.
Section 10	MEMBER MEETINGS
(a)	There shall be no required annual or other periodic meetings between the members.
(b)	Either member may call a meeting of the members at any reasonable time for any reasonable purpose.
Section 11	MEMBER VOTING
(a)	Each material matter relating to the LLC’s business and internal affairs (a “member matter”) shall be decided by vote of the members.  
(b)	Each member may cast one vote on each member matter. 
(c)	Each member matter shall be decided by the affirmative vote of both members.
Section 12	MEMBERS’ RIGHTS TO LLC RECORDS AND INFORMATION; CONFIDENTIALITY
(a)	Right of Access, Etc.  Each member shall have an unrestricted right to access, copy and use LLC records and information.  However, each member shall maintain the confidentiality of confidential LLC records and information.
(b)	Confidentiality.  Each member shall maintain the confidentiality of confidential LLC records and information.
Section 13	LLC MANAGEMENT 
13.1	Members’ Equal Responsibility for Managing the LLC 
The members shall have equal responsibility for managing the business and internal affairs of the LLC.
13.2	Members’ Agency Authority; Restriction on Exercise of Agency Authority 
(a)	Contract-signing Authority—in general.  Subject to Section 13.2(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 advance written consent of the other member, neither 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 $5,000; or
(2)	In any matter outside the ordinary course of the LLC’s business.
13.3	Members’ Compensation and Fringe Benefits
The compensation and fringe benefits to which the members shall be entitled under this Agreement shall be as determined by the members from time to time. 
Section 14	MEMBERS’ FIDUCIARY DUTY OF CARE 
The members shall perform their duties under this Agreement with the knowledge, judgment, skill, diligence, initiative, and timeliness that an ordinarily competent person in a like position would use under similar circumstances.
Section 15	MEMBERS’ FIDUCIARY DUTY OF LOYALTY
(a)	Fiduciary Duty of Loyalty; Non-Competition.  In all matters arising under or relating to this Agreement or relating to the business and internal affairs of the LLC, each member shall owe a fiduciary duty of loyalty to the LLC and to the other member, including a duty not to compete against the LLC while the member is a member.
(b)	Definition.  For purposes of this Agreement, a member’s duty of loyalty means the member’s fiduciary duty to act in a manner that the member reasonably believes to be the best interest of the LLC and the other member.
Section 16	MANDATORY ARBITRATION 
16.1	Mandatory Arbitration
(a)	If any dispute arises between the members under or relating to this Agreement or relating to the LLC’s business or internal affairs that the members cannot resolve voluntarily between themselves, then, unless the members agree otherwise in writing at the time, they shall resolve the dispute by arbitration by a single arbitrator under this Section 16.
(b)	The matters subject to arbitration under this Section 16 shall include member matters on which the members are deadlocked.
16.2	American Arbitration Association 
Any arbitration under or relating to this Agreement or relating to the LLC shall be conducted by a single arbitrator, who shall be chosen by the Boston office of the American Arbitration Association (the “AAA”).  The AAA shall administer the arbitration under its Commercial Arbitration Rules.
Section 17	GENERAL PROVISIONS
17.1	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.
17.2	Amendment of Agreement and Articles 
(a)	Amendments of Agreement.  No amendment of this Agreement shall be valid unless it is approved by the affirmative vote of both members, is in writing, and is signed by both 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 the affirmative vote of both members and is filed in compliance with the LLC Act.
17.3	Governing Law
This Agreement shall be governed by and construed in compliance with the domestic laws of the State of [STATE] without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of the State of [STATE] or of any other jurisdiction) that would cause the application of the laws of any jurisdiction except the State of [STATE].
17.4	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 them jointly in the negotiation and drafting of the Agreement.

[THIS PAGE ENDS HERE. SIGNATURES ARE ON THE FOLLOWING 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]					(Date)

_____________________________________________________
[NAME OF MEMBER]					(Date)

_________, LLC

EXHIBIT A

ARTICLES OF ORGANIZATION 
[OR OTHER APPROPRIATE OFFICIAL DOCUMENT]

[Attached]