Amended and Restated Operating Agreement (Increasing One Member’s Ownership Interest)Amended and Restated Operating Agreement Of ____________________________________ (Name of LLC), LLC THIS Amended and Restated Operating Agreement (Agreement) is entered into
this _________________________ (date), by and between the following persons,
hereinafter called Members or Parties:1. ______________________________ (Name of Member)2. ______________________________ (Name of Member)For and in consideration of the mutual covenants contained in this agreement,
and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows: ARTICLE I FORMATION OF LIMITED LIABILITY COMPANY 1.Formation of LLC. The Parties have formed a _____________________ (Name
of State) Limited liability Company named __________________________________
(Name of LLC) (hereinafter sometimes called the LLC) . The operation of the LLC shall
be governed by the terms of this Agreement and the provisions of the (Name of State)
Limited Liability Company Act ____________________________________ (Citation of
Limited Liability Code in State’s Code), hereinafter referred to as the Act. To the
extent permitted by the Act, the terms and provisions of this Agreement shall control if
there is a conflict between such Law and this Agreement. The Parties intend that the
LLC shall be taxed as a partnership. Any provisions of this Agreement, if any, that may
cause the LLC not to be taxed as a partnership shall be inoperative.2. Certificate of Formation. The Members Acting through ___________________
______________________________________________________________________ (Name of Signatories to Certificate of Formation) filed a Certificate of Formation, (the
Certificate) for record in the office of the ______________________ (Name of State)
Secretary of State on the __________________________ (date), thereby creating the
LLC.3. Business. The business of the LLC shall be:A. __________________________________________________________
_______________________________________________________ (Describe)B. To conduct or promote any lawful businesses or purposes within_________________________ (Name of State) or any other jurisdiction which a
Limited liability company is legally allowed to conduct or promote.
24. Registered Office and Registered Agent. The initial registered office of the
LLC shall be ___________________________________________________________
_______________________________ (street address, city, county, state, zip code),
and the initial registered agent at such office shall be _____________________ (Name).
The Members may change the registered office and/or registered agent from time to
time.5. Duration. The LLC will commence business as of the date of filing andwill continue in perpetuity.6. Fiscal Year. The LLC's fiscal and tax year shall end December 31. ARTICLE IIMEMBERS 7. Initial Members. The initial members of the LLC, their initial capital contributions
and their percentage interest in the LLC are:Initial Members Percentage Interest in LLC Capital Contribution______________________ ________% $__________(Name of Member)______________________________% $__________(Name of Member)(If applicable, in addition, ___________________________ (Name of Member), has
advanced the LLC the amount of $____________ which the LLC shall pay back on or
before ________________________ (Date), said amount to bear interest at the rate of
_______% for the date of said Loan).8. Additional Members. New members may be admitted only upon the consent of
two-thirds majority of the Members and upon compliance with the provisions of this
Agreement. ARTICLE III MANAGEMENT 9. Management. The management of the LLC shall be vested in the Members
without an appointed manager. The members shall have the power and authority to bind
the LLC in all transact ions and business dealings of any kind except as otherwise
provided in this Agreement. ARTICLE IV CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS 10. Interest of Members. Each Member shall own a percentage interest (sometimes
referred to as a share) in the LLC. The Member’s percentage interest shall be based on
the amount of cash or other property that the Member has initially contributed to the LLC
and that percentage interest shall control the Member’s share of the profits, losses, and
distributions from the LLC.
311. Contributions. The initial contributions and initial percentage interest of the
Members are as set out in this Agreement.12. Record of Contributions/Percentage Interests. This Agreement, anyAmendment to this Agreement and all Resolutions of the Members of the LLC shall
constitute the record of the Members of the LLC and of their respective interest therein.13. Profits and Losses. The profits and losses and all other tax attributes of the
LLC shall be allocated among the Members on the basis of the Members' percentage
interests in the LLC.14. Distributions. Distributions of cash or other assets of the LLC (other than in
dissolution of the LLC ) shall be made in the total amounts and at the times asdetermined by a majority of the Members. Any such distributions shall be allocated
among the Members on the basis of the Members' percentage interests in the LLC.15. Change in Interests. If during any year there is a change in a Member'spercentage interest, the Member's share of profits and losses and distributions in thatyear shall be determined under a method which takes into account the varying interestsduring the year. ARTICLE V VOTING; CONSENT TO ACTION 16. Voting by Members. Members shall be entitled to vote on all matters which
provide for a vote of the Members in accordance with each Member’s percentage
interest. A majority of the Members, based upon their percentage ownership, is required
for any Action, other than the day to day management of the LLC.17. Meetings - Written Consent. Action of the Members may be accomplished with
or without a meeting. If a meeting is held, evidence of the Action shall be by Minutes or
Resolution reflecting the Action of the Meeting, signed by a majority of the Members.
Action without a meeting may be evidenced by a written consent signed by a majority of
the Members.18. Meetings. Meetings of the Members may be called by any Member owning 25%
or more of the LLC .19. Majority Defined. As used throughout this agreement the term Majority of the
Members shall mean a majority of the ownership interest of the LLC as determined by
the records of the LLC on the date of the Action. ARTICLE VI MEMBERS INTEREST TERMINATED 20.Termination of Membership. A Member’s interest in the LLC shall cease upon
the occurrence of one or more of the following events:A.A Member provided notice of withdrawal to the LLC thirty (30) days in
advance of the withdrawal date. Withdrawal by a Member is not a breach
of this Agreement.
4B. A Member assigns all of his/her interest to a qualified third party.C. A Member dies.D. There is an entry of an order by a court of competent jurisdictionadjudicating the Member incompetent to manage his/her person or
his/her estate.E. In the case of an estate that is a Member, the distribution by theFiduciary of the estate's entire interest in the LLC .F. A Member, without the consent of a majority of the Members:1. Makes an assignment for the benefit of creditors;2. Files a voluntary petition in bankruptcy;3. Is adjudicated a bankrupt or insolvent;4. Files a petition or answer seeking for himself or herself any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law or
regulation;5. Files an answer or other pleading admitting or failing to contest
the material allegations of a petition filed against him in any
proceeding of the nature described in this paragraph;6. Seeks, consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of the Member or of all or any substantial
part of his properties; or7. If any creditor permitted by law to do so should commenceforeclosure or take any other Action to seize or sell any Member's
interest in the LLC.G. If within one hundred twenty (120) days after the commencement of any
Action against a Member seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any statute, law, or
regulation, the Action has not been dismissed and/or has not been consented to
by a majority of the members.H. If within ninety (90) days after the appointment, without a member’s
consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of
all or any substantial part of the member’s properties, said appointment is not
vacated or within ninety (90) days after the expiration of any stay, the
appointment is not vacated and/or has not been consented to by a majority of the
members.I. Any of the events provided in applicable code provisions that are not
inconsistent with the dissociation events identified above.
521. Effect of Disassociation Any dissociated Member shall not be entitled to receive the fair value of his LLC interest solely by virtue of his or her disassociation. A disassociated Member that still
owns an interest in the LLC shall be entitled to continue to receive such profits and
losses, to receive such distribution or distributions, and to receive such allocations of
income, gain, loss, deduction, credit or similar items to which he would have been
entitled if still a Member. For all other purposes, a disassociated Member shall no longer
be considered a Member and shall have no rights of a Member. ARTICLE VII RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST; SET PRICE FOR LLC INTEREST 22. LLC Interest. The LLC interest is personal property. A Member has no interest
in property owned by the LLC. All transfers of interest must comply with _____________
________________________________ (Citation of Limited Liability Code in State’s
Code) and any other applicable laws.23. Encumbrance. A Member can encumber his LLC interest by a securityinterest or other form of collateral only with the consent of a majority of the otherMembers. Such consent shall only be given if the proceeds of the encumbrance arecontributed to the LLC to respond to a cash call of the LLC.24. Sale of Interest. A Member can sell his LLC interest only as follows:A. If a Member desires to sell his/her interest, in whole or in part, he/she
shall give written notice to the LLC of his desire to sell all or part of his/her
interest and must first offer the interest to the LLC . The LLC shall have the
option to buy the offered interest at the then existing Set Price as provided in this
Agreement. The LLC shall have thirty (30) days from the receipt of the assigning
Member's notice to give the assigning Member written notice of its intention to
buy all, some, or none of the offered interest. The decision to buy shall be made
by a majority of the other Members. Closing on the sale shall occur within sixty
(60) days from the date that the LLC gives written notice of its intention to buy.
The purchase price shall be paid in cash at closing.B. To the extent the LLC does not buy the offered interest of the selling
Member, the other Members shall have the option to buy the offered interest at
the Set Price on a pro rata basis based on the Members' percentage interests at
that time. Members shall have fifteen (15) days from the date the LLC gives its
written notice to the selling Member to give the selling Member notice in writing oftheir intention to buy all, some, or none of the offered interest. Closing on thesales shall occur within sixty (60) days from the date that the Members givewritten notice of their intention to buy. The purchase price from each purchasingMember shall be paid in cash at closing.C. To the extent the LLC or the Members do not buy the offered interest, the
selling Member can then assign the interest to a legally qualified non-member.
The selling Member must close on the assignment within ninety (90) days of the
date that he gave notice to the LLC. If he does not close by that time, he must
6again give the notice and options to the LLC and the LLC Members before
he/she sells the interest.D. The selling Member must close on the assignment within ninety (90) days
of the date that he/she gave notice to the LLC. If he/she does not close by that
time, he/she must again give the notice and options to the LLC and the LLC
Members before he/she sells the interest.E. A non-member purchaser of a member’s interest cannot exercise any
rights of a Member unless a majority of the non-selling Members consent tohim becoming a Member. The non-member purchaser will be entitled, however,to share in such profits and losses, to receive such distributions, and to receivesuch allocation of income, gain, loss, deduction, credit or similar items to whichthe selling member would be entitled, to the extent of the interest assigned, andwill be subject to calls for contributions under the terms of this Agreement. Thepurchaser, by purchasing the selling member’s interest, agrees to be subject toall the terms of this Agreement as if he/she were a Member.25. Set Price. The Set Price for purposes of this Agreement shall be the price fixed
by consent of a majority of the Members. The Set Price shall be memorialized andmade a part of the LLC records. The initial Set Price for each Member's interest is theamount of the Member's contribution to the LLC as provided above, as updated inaccordance with the terms hereof. Any future changes in the Set Price by the Membersshall be based upon net equity in the assets of the LLC (fair market value of the assetsless outstanding indebtedness), considering the most recent appraisal obtained by theLLC for its assets, as may be adjusted by the Members in their discretion. The initialSet Price shall be adjusted upon demand by a Member but not more than once a yearunless all Members consent. This basis for determining the Set Price shall remain ineffect until changed by consent of a majority of the Members. The Members willconsider revising the basis for determining the Set Price at least annually. ARTICLE VIII OBLIGATION TO SELL ON DISSOCIATION EVENT CONCERNING A MEMBER 26. Disassociation. Except as otherwise provided, upon the occurrence of a
disassociation event with respect to a Member, the LLC and the remaining Members
shall have the option to purchase the dissociated Member's interest at the Set Price in
the same manner as provided in ARTICLE VII and as if the dissociated Member had
notified the LLC of his desire to sell all of his/her LLC interest. The date the LLC
received the notice as provided in ARTICLE VII triggering the options shall be deemed to
be the date that the LLC receives Actual notice of the disassociation event. ARTICLE IXDISSOLUTION 27. Termination of LLC. The LLC will be dissolved and its affairs must be wound up
only upon the written consent of a majority of the Members.28. Final Distributions. Upon the winding up of the LLC, the assets must bedistributed as follows: (a) to the LLC creditors; (b) to Members in satisf action of liabilities
7for distributions; and (c) to Members first for the return of their contributions and
secondly respecting their LLC interest, in the proportions in which the Members share inprofits and losses. ARTICLE X TAX MATTERS 29. Capital Accounts . Capital accounts shall be maintained consistent withInternal Revenue Code § 704 and the regulations hereunder.30. Partnership Election. The Members elect that the LLC be taxed as a
partnership and not as an association taxable as a corporation. ARTICLE XI RECORDS AND INFORMATION 31. Records and Inspection. The LLC shall maintain at its place of business the
Certificate of Formation, any amendments thereto, this Agreement, and all other LLC
records required to be kept by the Act, and the same shall be subject to inspectionand copying at the reasonable request, and the expense, of any Member.32. Obtaining Additional Information. Subject to reasonable standards, each
Member may obtain from the LLC from time to time upon reasonable demand forany purpose reasonably related to the Member's interest as a Member in the LLC: (1)information regarding the state of the business and financial condition of the LLC; (2)promptly after becoming available, a copy of the LLC's federal, state, and local incometax returns for each year; and (3) other information regarding the affairs of the LLC as isjust and reasonable. ARTICLE XII MISCELLANEOUS PROVISIONS 33. Amendment. Except as otherwise provided in this Agreement, any amendment
to this Agreement may be proposed by a Member. Unless waived by the Members, the
proposing Member shall submit to the Members any such proposed amendment
together with an opinion of counsel as to the legality of such amendment and the
recommendation of the Member as to its adoption. A proposed amendment shall
become effective at such time as it has been approved in writing by a majority of the
Members. This Agreement may not be amended nor may any rights hereunder bewaived except by an instrument in writing signed by the party sought to be charged withsuch amendment or waiver, except as otherwise provided in this Agreement.34. Applicable Law. To the extent permitted by law, this Agreement shall beconstrued in accordance with and governed by the laws of the State of _____________.35. Pronouns, etc. References to a Member, including by use of a pronoun,shall be deemed to include masculine, feminine, singular, plural, individuals,partnerships or corporations where applicable.36. Counterparts. This instrument may be executed in any number of counterparts
each of which shall be considered an original.
837. Specific Performance. Each Member agrees with the other Members that the
other Members would be irreparably damaged if any of the provisions of this Agreement
are not performed in accordance with their specific terms and that monetary damages
would not provide an adequate remedy in such event. Accordingly, it is agreed that, in
addition to any other remedy to which the non-breaching Members may be entitled, at
law or in equity, the non-breaching Members shall be entitled to injunctive relief to
prevent breaches of this Agreement and, specifically, to enforce the terms andprovisions of this Agreement in any Action instituted in any court of the United States orany state thereof having subject matter jurisdiction thereof.38. Further Action. Each Member, upon the request of the LLC, agrees to perform
all further Acts and to execute, acknowledge and deliver any documents which may be
necessary, appropriate, or desirable to carry out the provisions of this Agreement.39. Method of Notices. All written notices required or permitted by this Agreement
shall be hand delivered or sent by certified mail, postage prepaid, addressed to the LLC
at its place of business or to a Member as set forth on the Member's signature page of
this Agreement (except that any Member may from time to time give notice changing his
address for that purpose), and shall be effective when personally delivered or, if mailed,
on the date set forth on the receipt of registered or certified mail.40. Facsimiles. For purposes of this Agreement, any copy, facsimile,
telecommunication or other reliable reproduction of a writing, transmission or signature
may be substituted or used in lieu of the original writing, transmission or signature for
any and all purposes for which the original writing, transmission or signature could be
used, provided that such copy, facsimile telecommunication or other reproduction shall
have been confirmed received by the sending Party.41. Computation of Time. In computing any period of time under this Agreement,
the day of the Act, event or default from which the designated period of time begins to
run shall not be included. The last day of the period so computed shall be The last day of
the period so computed shall be included, unless it is a Saturday, Sunday or legal
holiday, in which event the period shall run until the end of the next day which is not a
Saturday, Sunday or legal holiday.42. As used herein and unless the context otherwise requires, the singular shall
include the plural and vice versa, and the masculine gender shall include the feminine
and neuter, and vice versa. Members: _________________________________________ _________________________________________(Printed Name, Address and affix Signature)_________________________________________ _________________________________________ (Printed Name, Address and affix Signature)