IA -00LLC-1
SAMPLE LLC OPERATING AGREEMENT
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This agreement is a sample operating agreement and should be mod ified to meet your needs. It
provides for the LLC to be operated by one or more managers OR by the members . You will
have to decide how you want your LLC to operate. Read carefully and make appropriate changes to suit your
individual needs and purposes.
OPERATING AGREEMENT
OF
___________________________________
AN IOWA LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT ("Agreement") is entered into the _____ da y of
______________, 20_____, by and between the following persons: 1. ____________________________________
2. ___________________________________
3. ___________________________________
4. ___________________________________
hereinafter, ("Members" or “Parties”).
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant, contract and agree as follows:
ARTICLE I
FORMATION OF LIMITED LIABILITY COMPANY
1. Formation of LLC. The Parties have formed an Iowa limited liability company
named __________________________________ ("LLC"). The operation of the LLC shall be
governed by the terms of this Agreement and the provisions of the Iow a Revised Uniform
Limited Liability Company Act (Iowa Statutes, Title XII, Chapte r 489), hereinafter referred to as
the "Act". To the extent permitted by the Act, the terms and provis ions of this Agreement shall
control if there is a conflict between such Law and this Agreement. T he 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. Articles or Organization. The Members acting through one of its M embers,
___________________________________, filed Articles of Organization, ("Articles") for
record in the office of the Iowa Secretary of State on _______________, thereby creating the
LLC.
3. Business. The business of the LLC shall be:
(a) __________________________________
__________________________________
__________________________________
and
a) To perform or engage in any act or business in which a limited liability
company is allowed to participate in the State of Iowa.
4. Registered Office and Registered Agent. The registered office and place of
business of the LLC shall be ___________________________________ and the registered agent
at such office shall be ____________________________________. 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 and will
continue in perpetuity.
6. Fiscal Year. The LLC's fiscal and tax year shall end December 31.
ARTICLE II MEMBERS
7. Initial Members. The initial members of the LLC, their initial capital
contributions, and their percentage interest in the LLC are:
Initial Percentage Interest Capital
Members in LLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Additional Members. New members may be admitted only upon the consent of a
majority of the Members and upon compliance with the provisions of this agreement.
ARTICLE III
MANAGEMENT
9. Management. The Members have elected to manage the LLC as follows (check
as appropriate ):
The management of the LLC shall be vested in the Members without an
appointed manager. The members shall elect officers who shall manag e the company. The
President and Secretary may act for and on behalf of the LLC and shall have the power and
authority to bind the LLC in all transactions and business dealings of an y kind except as
otherwise provided in this Agreement.
The Members hereby delegate the management of the LLC to Manag er(s),
subject to the limitations set out in this agreement.
a) The Members shall elect and may remove the Manager(s) by majority
vote. b) A Manager shall serve until a successor is elected by the Members.
c) The Manager(s) shall have the authority to take all necessary and proper
actions in order to conduct the business of the LLC. d) Except for decisions concerning distributions, any Manager can take any
appropriate action on behalf of the LLC, including, but not limited to signi ng checks, executing
leases, and signing loan documents.
e) In determining the timing and total amount of distributions to the
Members, the action of the Manager shall be based on a majority vote of the Managers, with or
without a meeting. f) The compensation to the Manager(s) shall be in the discretion of the
majority of the Members of the LLC.
g) There shall be ______________ initial Managers.
h) The initial Manager(s) is/are:
__________________________________
___________________________________ 10. Officers and Relating Provisions. In the event the Members elect to manage the
LLC, rather than appointing a manager, the Members shall appoint officers for the LLC and the
following provisions shall apply: (a) Officers. The officers of the LLC shall consist of a president, a treas urer
and a secretary, or other officers or agents as may be elected and appointed by the Members. A
Member may hold more than one or all offices. The officers shall act in the name of the LLC
and shall supervise its operation under the direction and management of t he Members, as further
described below.
(b) Election and Term of Office. The officers of the LLC shall be elect ed
annually by the Members by a majority vote. Vacancies may be filled or new offices created and
filled at any meeting of the Members. Each officer shall hold offic e until his/her death, until
he/she shall resign, or until he/she is removed from office. Election or appo intment of an officer
or agent shall not of itself create a contract right.
(c)
Removal. Any officer or agent may be removed by a majority of the
Members whenever they decide that the best interests of the Company would be served thereby.
Such removal shall be without prejudice to the contract rights, if any, of the person so rem oved.
(d) Vacancies. A vacancy is any office because of death, resignat ion, removal,
disqualification or otherwise may be filled by the Members for the unexpired portion of the term.
(e) President. The President shall be the chief executive officer of t he LLC
and shall preside at all meetings of the Members. The President sha ll have such other powers and
perform such duties as are specified in this Agreement and as may from time to time be assigned
by the Members of the LLC.
(f) The Treasurer. The Treasurer shall be the chief financial officer of the
LLC. The Treasurer shall not be required to give a bond for the faithful disc harge of his/her
duties. The Treasurer shall: (i) have charge and custody of and be respons ible for all funds and
securities of the LLC; (ii) in the absence of the President, preside at meetings of the Members;
(iii) receive and give receipts for moneys due and payable to the LLC from any source
whatsoever, and deposit all such moneys in the name of the LLC in such ba nks, trust companies
or other depositaries as shall be selected by the Members of the L LC; and (iv) in general perform
all the duties incident to the office of treasurer and such other duties as from time to time may be
assigned by the President or by the Members of the LLC.
(g) Secretary. The secretary shall: (i) keep the minutes of the Membe rs
meetings in one or more books provided for that purpose; (ii) see that all noti ces are duly given
in accordance with the provisions of this Agreement or as required by l aw; (iii) be custodian of
LL C records; (iv) keep a register of the post office address of each Mem ber; (v) certify the
Member’s resolutions; and other documents to the LLC as true and correct; (vi) in the a bsence of
the President and Treasurer, preside at meetings of the Members and (v ii) in general perform all
duties incident to the office of secretary and such other duties as f rom time as may be assigned
by the President or the Members.
11. Member Only Powers. Notwithstanding any other provision of this Agreeme nt,
only a majority of the Members may: (a) sell or encumber (but not lease) any real estate owned
by the LLC, or (b) incur debt, expend funds, or otherwise obligate the LLC if the de bt,
expenditure, or other obligation exceeds $_____________.
ARTICLE IV
CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS
12. 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 contributed to the LLC and that
percentage interest s hall control the Member’s share of the profits, losses, and distributions of the
LLC.
13. Contributions. The initial contributions and initial percentage interest
of the
Members are as set out in this Agreement.
14. Additional Contributions. Only a majority of the Members of the LLC m ay call
on the Members to make additional cash contributions as may be necessary to carry on the LLC's
business. The amount of any additional cash contribution shall be based on the Member's then
existing percentage interest. To the extent a Member is unable to m eet a cash call, the other
Members can contribute the unmet call on a pro rata basis based on t he Members' percentage
interests at that time, and the percentage interest of each Member will be adjust ed accordingly.
15. Record of Contributions/Percentage Interests. This Agreement, any
amendment(s) 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.
16. Profits and Losses. The profits and losses and all other tax attri butes of the LLC
shall be allocated among the Members on the basis of the Members' percentage interests in the
LLC.
17. Distributions. Distributions of cash or other assets of the LLC (other t han in
dissolution of the LLC) shall be made in the total amounts and at the times as determined by a
majority of the Members. Any such distributions shall be allocated a mong the Members on the
basis of the Members' percentage interests in the LLC.
18. Change in Interests. If during any year there is a change in a Me mber's
percentage interest, the Member's share of profits and losses and distributions in that year shall
be determined under a method which takes into account the varying interests during the ye ar.
ARTICLE V
VOTING; CONSENT TO ACTION
19. Voting by Members. Members shall be entitled to vote on all ma tters which
provide for a vote of the Members in accordance with each Member’s percentage interest.
20. Majority Required. Except as otherwise provided and delegated to the Offic ers or
Managers, a majority of the Members, based upon their percentage ownership, is required for
any action. 21. Meetings - Written Consent. Action of the Members or Officers 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,
or the President and Secretary. Action without a meeting may be evi denced by a written consent
signed by a majority of the Members, or the President and Secretary.
22. Meetings. Meetings of the Members may be called by any M ember owning 10%
or more of the LLC, or, if Managers were selected, by any Manager of the LLC, or if Officers
were elected, by any officer.
23. 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
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS
SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24. Duties of Members: Limitation of Liability. The Members, Manage rs and officers
shall perform their duties in good faith, in a manner they reasonably believe to be in the best
interests of the LLC, and with such care as an ordinarily prudent person in a like position would
use under similar circumstances. No Member or officer, by reason of be ing or having been a
Member or officer, shall be liable to the LLC or to any other Member or officer for any loss or
damage sustained by the LLC or any other Member or officer unless the l oss or damage shall
have been the result of fraud, deceit, gross negligence, willful misc onduct, or a wrongful taking
by that Member or officer.
25. Members Have No Exclusive Duty to LLC. The Members shall not be required to
participate in the LLC as their sole and exclusive business. Members may have other business
interests and may participate in other investments or activitie s in addition to those relating to the
LLC. No Member shall incur liability to the LLC or to any other Membe r by reason of
participating in any such other business, investment or activity.
26. Protection of Members and Officers.
(a) As used herein, the term “Protected Party” refers to the Members and
officers of the Company. (b) To the extent that, at law or in equity, a Protected Party has dutie s
(including fiduciary duties) and liabilities relating thereto to the LLC or to any other Protected
Party, a Protected Party acting under this Agreement shall not be lia ble to the LLC or to any
other Protected Party for good faith reliance on: (i) the provisions of this Agreement;
(ii) the records of the LLC; and/or
(iii) such information, opinions, reports or statements presented to the
LLC by any person as to matters the Protected Party reasonably believes are within s uch other
person’s professional or expert competence and who has been sele cted with reasonable care by
or on behalf of the LLC.
(c) The provisions of this Agreement, to the extent that they restrict the duti es
and liabilities of a Protected Party to the LLC or to any other Protected Party otherwise existing
at law or in equity, are agreed by the parties hereto to replace such other duties and liabil
ities of
such Protected Party.
27. Indemnification and Insurance.
(a) Right to Indemnification.
(i) Any person who is or was a member or officer of the LLC and who
is or may be a party to any civil action because of his/her partici pation in or with the LLC, and
who acted in good faith and in a manner which he/she reasonably believed t o be in, or not
opposed to, the best interests of the LLC may be indemnified and held harmless by the LL C.
(ii) Any person who is or was a member or officer of the LLC and who
is or may be a party to any criminal action because of his/her partici pation in or with the LLC,
and who acted in good faith and had reasonable cause to believe that the act or omission was
lawful, may be indemnified and held harmless by the LLC.
(b) Advancement of Expenses . Expenses (including attorney’s fees) incurred
by an indemnified person in defending any proceeding shall be paid in adva nce of the
proceedings conclusion. Should the indemnified member or officer ultimately be determined to
not be entitled to indemnification, that member or officer agrees to imm ediately repay to LLC all
funds expended by the LLC on behalf of the member or officer.
(c) Non-Exclusivity of Rights. The right to indemnification and payment of
fees and expenses conferred in this section shall not be exclusive of any right which any person
may have or hereafter acquire under any statute, provision of this Agreement, contract,
agreement, vote of Members or otherwise. The Members and officers are expressly authorized to
adopt and enter into indemnification agreements for Members and officers.
(d) Insurance. The Members may cause the LLC to purchase and maintain
insurance for the LLC, for its Members and officers, and/or on behalf of any thi rd party or
parties whom the members might determine should be entitled to such insurance covera ge.
(e) Effect of Amendment. No amendment, repeal or modification of this
Article shall adversely affect any rights hereunder with respect to any action or omission
occurring prior to the date when such amendment, repeal or modification became effective .
ARTICLE VII
MEMBERS INTEREST TERMINATED
28. 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
(b) 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 jurisdiction a djudicating
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 the fiduciary
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 any
reorganization, arrangement, composition, readjustment, liquidation, dissolution, or si milar relief
under any statute, law or regulation; (5) files an answer or other pleadi ng 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; or (7) if
any creditor permitted by law to do so should commence foreclosure or tak e 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, re adjustment,
liquidation, dissolution, or similar relief under any statute, law, or regulat ion, 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 cons ent
or acquiescence, of a trustee, receiver, or liquidator of the Membe r or of all or any substantial
part of the member’s properties, said appointment is not vacated or w ithin 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.
29. Effect of Dissociation. Any dissociated Member shall not be e ntitled to receive
the fair value of his LLC interest solely by virtue of his dissociation. A dissociated 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 dissociated Member shall no longer be considered a Member and shall have no
rights of a Member.
ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST;
SET PRICE FOR LLC INTEREST
30. LLC Interest. The LLC interest is personal property. A Member has no interest
in property owned by the LLC.
31. Encumbrance. A Member can encumber his LLC interest by a securit y interest or
other form of collateral only with the consent of a majority of the other Members. Such consent
shall only be given if the proceeds of the encumbrance are contributed to the LLC to respond to a
cash call of the LLC.
32. 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 par t of his/her interest and must first
offer the interest to the LLC. The LLC shall have the option to buy t he offered interest at the
then existing Set Price as provided in this Agreement. The LLC shal l have thirty (30) days from
the receipt of the assigning Member's notice to give the assigning M ember 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 sixt y (60) days from the
date that the LLC gives written notice of its intention to buy. T he purchase price shall be paid in
cash at closing unless the total purchase price is in excess of $ ___________________ in which
event the purchase price shall be paid in ______________ (_________) equal quarterly
installments beginning with the date of closing. The installment amounts shall be computed by
applying the following interest factor to the principal amount: inte rest compounded quarterly at
the Quarterly Federal Short-Term Rate existing at closing under the A pplicable Federal Rates
used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (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. If Member does not desire to buy
up to his/her proportional part, the other Members can buy the remaining interest on the same
pro rata basis. 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 i n writing of their intention to
buy all, some, or none of the offered interest. Closing on the sales shal l occur wi thin sixty (60)
days from the date that the Members give written notice of their i ntention to buy. The purchase
price from each purchasing Member 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 non-member. The selling Member must close
on the assignment within ninety (90) days of the date that he gave noti
ce to the LLC. If he does
not close by that time, he must again give the notice and options to the LLC and the LLC
Members before he sells the interest.
(d) 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 again give the
notice and options to the LLC and the LLC Members before he 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 to him becoming a Member.
The non-member purchaser will be entitled, however, to share in such profits and losses, to
receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit
or similar items to which the selling member would be entitled, to t he extent o f the interest
assigned, and will be subject to calls for contributions under the terms of this Agreement. The
purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of
this Agreement as if he were a Member.
33. Set Price. The Set Price for purposes of this Agreement shall b e the price fixed
by consent of a majority of the Members. The Set Price shall be memorialized and made a part
of the LLC records. The initial Set Price for each Member's interest is the amo unt of the
Member's contribution(s) to the LLC as provided above, as updated in accordance wi th the terms
hereof. Any future changes in the Set Price by the Members shall b e based upon net equity in
the assets of the LLC (fair market value of the assets less outstanding indebtedness), considering
the most recent appraisal obtained by the LLC for its assets, as m ay be adjusted by the Members
in their discretion. The initial Set Price shall be adjusted upon dema nd by a Member but not
more than once a year unless all Members consent. This basis for dete rmining the Set Price shall
remain in effect until changed by consent of a majority of the Members. The Members will
consider revising the basis for determining the Set Price at least annually.
ARTICLE IX
OB LIGATION TO SELL ON A DISSOCIATION
EVENT CONCERNING A MEMBER
34. Dissociation. Except as otherwise provided, upon the occurrence of a dissociation
event with respect to a Member, the LLC and the remaining Membe rs shall have the option to
purchase the dissociated Member's interest at the Set Price in the same manner as provided in
ARTICLE VIII and as if the dissociated Member had notified the LLC o f his desire to sell all of
his LLC interest. The date the LLC received the notice as provided in ARTICLE V III triggering
the options shall be deemed to be the date that the LLC receives actual notice of the dissociation
event.
ARTICLE X
DISSOLUTION
35. 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.
36. Final Distributions. Upon the winding up of the LLC, the assets must be
distributed as follows: (a) to the LLC creditors; (b) to Members in sati sfaction of liabilities for
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 sh are in profits and
losses.
ARTICLE XI
TAX MATTERS
37. Capital Accounts. Capital accounts shall be maintained consistent with Internal
Revenue Code § 704 and the regulations thereunder.
38. Partnership Election. The Members elect that the LLC be taxed as a partnership
and not as an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
39. Records and Inspection. The LLC shall maintain at its place of business the
Articles of Organization, any amendments thereto, this Agreement, and all other LLC records
required to be kept by the Act, and the same shall be subject to inspec tion and copying at the
reasonable request, and the expense, of any Member.
40. Obtaining Additional Information. Subject to reasonable standards, each Member
may obtain from the LLC from time to time upon reasonable demand for any purpose reasonably
related to the Member's interest as a Member in the LLC: (1) informa tion regarding the state of
the business and financial condition of the LLC; (2) promptly after becoming available, a c opy of
the LLC's federal, state, and local income tax returns for each year; and (3) other information
regarding the affairs of the LLC as is just and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
41. Amendment. Except as otherwise provided in this Agreement, any amendme nt 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 t he 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 be waived except by an instrument in writing signed by the part y sought to be charged
with such amendment or waiver, except as otherwise provided in this Agreement.
42. Applicable Law. To the extent permitted by law, this Agreem ent shall be
construed in accordance with and governed by the laws of the State of Iowa.
43. Pronouns, Etc. References to a Member or Manager, including by use
of a
pronoun, shall be deemed to include masculine, feminine, singular, plural, individuals,
partnerships or corporations where applicable.
44. Counterparts. This instrument may be executed in any number of counterparts
each of which shall be considered an original.
45. Specific Performance. Each Member agrees with the other Members
that the other Members would be irreparably damaged if any of the provis ions of this Agreement
are not performed in accordance with their specific terms and that mone tary damages would not
provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other
remedy to which the nonbreaching Members may be entitled, at law or in equity, the
nonbreaching Members shall be entitled to injunctive relief to preve nt breaches of this
Agreement and, specifically, to enforce the terms and provisions of t his Agreement in any action
instituted in any court of the United States or any state thereof hav ing subject matter jurisdiction
thereof.
46. 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.
47. Method of Notices. All written notices required or permitted by this Agreement
shall be hand delivered or sent by registered or certified mail, postage prepaid, addressed to the
LLC at its place of business or to a Member as set forth on the Member's signa ture 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 mail ed, on the date set forth
on the receipt of registered or certified mail.
48. 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 signa ture for an y and all
purposes for which the original writing, transmission or signature could be used, prov ided that
such copy, facsimile telecommunication or other reproduction shall have bee n confirmed
received by the sending Party.
49. 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 included, unless it is a Saturda y,
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.
WHEREFORE, the Parties have executed this Agreement on the dates s tated below their
signatures on the attached signature page for each individual Party.
NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEI VED A
COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF
__________________________, AN IOWA LIMITED LIABILITY COMPANY. EACH
MEMBER REALIZES THAT AN INVESTMENT IN THIS COMPANY IS SP
ECULATIVE
AND INVOLVES SUBSTANTIAL RISK. EACH MEMBER IS AWARE AND CON SENTS
TO THE FACT THAT THE INTERESTS IN THE COMPANY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY SECURITIES ACT OF
THE STATE OF IOWA. EACH MEMBER AGREES TO BE BOUND BY ALL OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND THE FORMATION
CERTIFICATE OR ARTICLES.
Members:
__________________________________
Name
__________________________________
Name
__________________________________
Name
__________________________________
Name
Print Name of Member: __________________________________
Address: ____________________________________
City, State, Zip: __________________________________
Phone: ___________________________________
Print Name of Member: ___________________________________
Address: ___________________________________
City, State, Zip: ___________________________________
Phone: ____________________________________
Print Name of Member: ____________________________________
Address: ____________________________________
City, State, Zip: ___________________________________
Phone: ____________________________________
Print Name of Member: __________________________________
Address: __________________________________
City, State, Zip: ___________________________________
Phone: ____________________________________
Print Name of Member: ____________________________________
Address: ___________________________________
City, State, Zip: ___________________________________
Phone: ____________________________________
Print Name of Member: __________________________________
Address: __________________________________
City, State, Zip: __________________________________
Phone: ___________________________________
