Fill and Sign the Limited Liability Company Llc 497333697 Form

OPERATING AGREEMENT OF ________________ This Operating Agreement (this "Agreement") of ______________ , a limited liability company (the "Company"), is adopted and entered into by and among _____________ and ______________, as members (the "Members", which term includes any other persons who may become members of the Company in accordance with the terms of this Agreement and the Act) and the Company pursuant to and in accordance with the ____________ Limited Liability Company Act, as amended from time to time (the "Act"). Terms used in this Agreement which are not otherwise defined shall have the respective meanings given those terms in the Act. The parties agree as follows : SECTION ONE NAME The name of the limited liability company under which it was formed is __________________ . SECTION TWO TERM The Company shall continue until dissolved in accordance with the Act. SECTION THREE MANAGEMENT Management of the Company is vested in its Members, who will manage the Company in accordance with the Act. Any Member exercising management powers or responsibilities will be deemed to be a manager for purposes of applying the provisions of the Act, unless the context otherwise requires, and the Member will have and be subject to all of the duties and liabilities of a manager provided in the Act. The Members will have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes of the Company set forth in this Agreement, including all powers of Members under the Act. SECTION FOUR PURPOSE The purpose of the Company is to sell and lease real property and to engage in any lawful act or activity for which limited liability companies may be formed under the Act and to engage in any and all activities necessary or incidental to these acts. SECTION FIVE MEMBERS The names and the business address of the members are as follows: Name Address ________________ ___________________________ ________________ ___________________________  3  SECTION SIX CAPITAL CONTRIBUTIONS The Members have contributed to the Company the following amounts, in the form of cash and property. Amount of Member Capital Contribution _______________ $____________ _______________ $____________ SECTION SEVEN ADDITIONAL CONTRIBUTIONS No member is required to make any additional capital contribution to the Company. SECTION EIGHT ALLOCATIONS OF PROFITS AND LOSSES The Company = s profits and losses will be allocated in proportion to the value of the capital contributions of the Members. SECTION NINE DISTRIBUTIONS Distributions shall be made to the Members at the times and in the aggregate amounts determined by the Members. Such distributions shall be allocated among the Members in the same proportion as their then capital account balances.  4  SECTION TEN WITHDRAWAL OF MEMBER A Member may withdraw from the Company in accordance with the Act. SECTION ELEVEN ASSIGNMENTS  5  A Member may assign in whole or part his or her membership interest in the Company; provided, however, an assignee of a membership interest may not become a Member without the vote or written consent of at least a majority in interest of the Members, other than the Member who assigns or proposes to assign his or her membership interest. SECTION TWELVE ADMISSION OF ADDITIONAL MEMBERS One or more additional Members of the Company may be admitted to the Company with the vote or written consent of a majority in interest of the Members (as defined in the Act). SECTION THIRTEEN LIABILITY OF MEMBERS The members do not have any liability for the obligations or liabilities of the Company, except to the extent provided in the Act. SECTION FOURTEEN EXCULPATION OF MEMBER-MANAGERS A Member exercising management powers or responsibilities for or on behalf of the Company will not have personal liability to the Company or its members for damages for any breach of duty in that capacity, provided that nothing in this Section shall eliminate or limit: (a) the liability of any Member-Manager if a  6  judgment or other final adjudication adverse to him or her established misconduct or a knowing violation of law, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or (b) the liability of any Member-Manager of any act or omission prior to the date of first inclusion of this paragraph in this Agreement. SECTION FIFTEEN GOVERNING LAW This Agreement shall be governed by, and construed in accordance with, the laws of the State of ____________, all rights and remedies being governed by those laws. SECTION SIXTEEN INDEMNIFICATION To the fullest extent permitted by law, the Company shall indemnify and hold harmless, and may advance expenses to, any Member, manager or other person, or any executor or administrator of the estate of such Member, manager or other person (collectively, the "Indemnitees"), from and against any and all claims and demands whatsoever; provided, however, that no indemnification may be made to or on behalf of any Indemnitee if a judgment or other final adjudication adverse to such Indemnitee establishes: (a) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were  7  material to the cause of action so adjudicated, or (b) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The provisions of this section shall continue to afford protection to each Indemnitee regardless of whether he or she remains a Member, manager, employee or agent of the Company. SECTION SEVENTEEN TAX MATTERS The Members of the Company and the Company intend that the Company be treated as a partnership for all income tax purposes, and will file all necessary and appropriate forms in furtherance of that position. IN WITNESS OF WHICH, the undersigned have duly executed this Operating Agreement as of the ______ day of _______________, 20___. __________________________ By: _______________________________ _________________, Member By: _______________________________ _________________, Member  8 