Notice of Meeting of Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of ___________________________________ , a
Delaware Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting
of the Members of the Company is called for the ______ day of ____________ , 20 __ , at
________ __ .m., to be held at the following address:
____________________________
____________________________
____________________________
The Purpose of the meeting is to:
______________________________________________________________________________
______________________________________________________________________________
.
This Notice given on this the _________ day of _______________ , 20 __ , by a Member
of the Company, by mailing a true and correct copy of this Notice to the address of each Member
of the Company at least 10 days prior to such meeting.
__________________________________
, Member
Resolution of Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of _____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company was held on the ______ day of ____________ , 20 __ , at ________
__ .m.
The Members adopted the following resolution:
RESOLVED,
_____________________________________________________________________________________
_____________________________________________________________________________________
SO RESOLVED.
There being no further business, the meeting was adjourned.
__________________________
, Member
__________________________
, Member
__________________________
, Member
Notice of Meeting of Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of ________________________________ , a
Delaware Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting
of the Members of the Company is called for the ______ day of ____________ , 20 __ , at
________ __ .m., to be held at the following address:
____________________________
____________________________
____________________________
The Purpose of the meeting is to amend the Articles of Organization in the following
respect:
_______________________________________________________________________
_______________________________________________________________________
This Notice given on this the _________ day of _______________ , 20 __ , by a
Member/Manager of the Company, by mailing a true and correct copy of this Notice to the
address of each Member of the Company at least 10 days prior to such meeting.
__________________________
, Member/Manager
Resolution of the Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of _____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company was held on the ______ day of ____________ , 20 __ , at ________
__ .m.
On motion duly made, seconded and approved by the members, the amendment of the
Articles of Organization was approved as follows:
_____________________________________________________________________________________
_____________________________________________________________________________________
The following Members are authorized to file the amendment:
__________________________________ __________________________________
SO RESOLVED.
There being no further business, the meeting was adjourned.
__________________________
, Member
__________________________
, Member
__________________________
, Member
Notice of Meeting of Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of ____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company is called for the ______ day of ____________ , 20 __ , at ________
__ .m., to be held at the following address:
____________________________
____________________________
____________________________
The Purpose of the meeting is consider dissolution of the Company. The proposed action
will be to authorize the Members or Manager of the Company to file with the Secretary of State
the appropriate forms to dissolve the Company and to take all actions relating thereto to wind up
the business of the Company. Further to: ___________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
This Notice given on this the _________ day of _______________ , 20 __ , by a
Member/Manager of the Company, by mailing a true and correct copy of this Notice to the
address of each Member of the Company at least 10 days prior to such meeting.
__________________________
, Member/Manager
Resolution of the Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of _____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company was held on the ______ day of ____________ , 20 __ , at ________
__ .m.
The Purpose of the meeting was to consider dissolution of the Company.
Upon motion duly made and seconded, the following resolution was approved by the
members:
RESOLVED, The proposed that the Members or Manager of the Company or authorized
to file with the Secretary of State the appropriate forms to dissolve the Company and to take all
actions relating thereto to wind up the business of the Company.
RESOLVED, Further to: ______________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
SO RESOLVED.
There being no further business, the meeting was adjourned.
__________________________
, Member
__________________________
, Member
__________________________
, Member
Notice of Meeting of Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of ____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company is called for the ______ day of ____________ , 20 __ , at ________
__ .m., to be held at the following address:
____________________________
____________________________
____________________________
The Purpose of the meeting is consider increasing the number of members of the
Company and amending the operating agreement in connection therewith. Further to:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
This Notice given on this the _________ day of _______________ , 20 __ , by a
Member/Manager of the Company, by mailing a true and correct copy of this Notice to the
address of each Member of the Company at least 10 days prior to such meeting.
__________________________
, Member/Manager
Resolution of the Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of _____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company was held on the ______ day of ____________ , 20 __ , at ________
__ .m.
The Purpose of the meeting was to consider increasing the number of members of the
Company and amending the operating agreement in connection therewith.
Upon motion duly made and seconded, the following resolution was approved by the
members:
RESOLVED, that the number of Members of the Company is increased from ______ to
_______ and the following persons are admitted as Members subject to the condition below:
______________________________ _________________________________
______________________________ _________________________________
The Condition of their being admitted as Members is:
______________________________________________________________________________
______________________________________________________________________________
SO RESOLVED.
There being no further business, the meeting was adjourned.
__________________________
, Member
__________________________
, Member
__________________________
, Member
Notice of Meeting of Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of ____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company is called for the ______ day of ____________ , 20 __ , at ________
__ .m., to be held at the following address:
____________________________
____________________________
____________________________
The Purpose of the meeting is to consider acceptance of the resignation of the Manager of
the Company and to appoint a new Manager. Further to:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
This Notice given on this the _________ day of _______________ , 20 __ , by a
Member/Manager of the Company, by mailing a true and correct copy of this Notice to the
address of each Member of the Company at least 10 days prior to such meeting.
__________________________
, Member/Manager
Resolution of the Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of _____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company was held on the ______ day of ____________ , 20 __ , at ________
__ .m.
The Purpose of the meeting was to consider acceptance of the resignation of the Manager
of the Company and to appoint a new Manager.
Upon motion duly made and seconded, the following resolution was approved by the
Members:
RESOLVED, that the resignation of __________________________ , Manager of the
Company is hereby accepted and ________________________ is hereby appointed as the new
manager of the Company to server at the pleasure of the Members.
SO RESOLVED.
There being no further business, the meeting was adjourned.
__________________________
, Member
__________________________
, Member
__________________________
, Member
Notice of Meeting of Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of ____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company is called for the ______ day of ____________ , 20 __ , at ________
__ .m., to be held at the following address:
____________________________
____________________________
____________________________
The Purpose of the meeting is to consider removal of the Manager of the Company and to
appoint a new Manager. Further to:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
This Notice given on this the _________ day of _______________ , 20 __ , by a
Member/Manager of the Company, by mailing a true and correct copy of this Notice to the
address of each Member of the Company at least 10 days prior to such meeting.
__________________________
, Member/Manager
Resolution of the Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of _____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company was held on the ______ day of ____________ , 20 __ , at ________
__ .m.
The Purpose of the meeting was to consider removal of the Manager of the Company and
to appoint a new Manager.
Upon motion duly made and seconded, the following resolution was approved by the
Members:
RESOLVED, that ________________________ is hereby removed as the manager of the
company and ________________________ is hereby appointed as the new manager to server at
the pleasure of the members.
SO RESOLVED.
There being no further business, the meeting was adjourned.
__________________________
, Member
__________________________
, Member
__________________________
, Member
Notice of Meeting of Members
of
_____________________________________
A Limited Liability Company
Pursuant to the Operating Agreement of ____________________________ , a Delaware
Limited Liability Company, hereinafter “Company”, and applicable laws, a meeting of the
Members of the Company is called for the ______ day of ____________ , 20 __ , at ________
__ .m., to be held at the following address:
____________________________
____________________________
____________________________
The Purpose of the meeting is to consider annual disbursements to the Members of the
Company. At the meeting the company proposes to seek disbursement to the Members of the
Company of _______________ dollars in accordance with the Operating Agreement of the
Company. Further to:
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
This Notice given on this the _________ day of _______________ , 20 __ , by a
Member/Manager of the Company, by mailing a true and correct copy of this Notice to the
address of each Member of the Company at least 10 days prior to such meeting.
__________________________
, Member/Manager
Resolution of the Members
of
_____________________________________
A Limited Liability Company
After Notice of Meeting made in accordance with the Operating Agreement of
________________________________________ , a Delaware Limited Liability Company,
hereinafter “Company”, a meeting of all Members of the Company was held on the ______ day
of ____________ , 20 __ , at ________ __ .m., at which time the Members of the Company
unanimously adopted the following resolution:
RESOLVED, annual disbursements to the Members of the Company shall be made as
follows:
_________________________ _____________________
, Member Amount
_________________________ _____________________
, Member Amount
_________________________ _____________________
, Member Amount
_________________________ _____________________
, Member Amount
SO RESOLVED, on this the _________ day of _______________ , 20 __ .
__________________________
, Member
__________________________
, Member
__________________________
, Member
__________________________
, Member
Assignment of Member Interest
in
_____________________________________
A Limited Liability Company
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned, _____________________________ , “Assignor”, Member of
______________________________ , a Delaware Limited Liability Company, hereinafter
“Company”, does hereby assign, transfer and warrant to _____________________________ ,
“Assignee”, all of Members ownership interest in the Company.
Except as otherwise provided in the operating agreement, a membership interest in a
limited liability company is assignable in whole or in part. The operating agreement of the
Company does not prohibit assignment of a Members interest. An assignment of this interest
does not dissolve the company or entitle the assignee to become or to exercise any rights of a
member. An assignment entitles the assignee to receive, to the extent assigned, the distributions
of cash and other property and the allocations of profits, losses, income, gains, deductions,
credits, or similar items to which the assignee's assignor would have been entitled. The Assignor
ceases to be a member upon assignment of all the assignor's membership interest. Except as
provided herein, until Assignee becomes a member, the assignee does not have liability as a
member solely because of the assignment.
Assignee may become a member if and to the extent that the assignor gives the assignee
that right and either of the following occurs:
(1) The assignor has been given the authority in writing in the operating agreement to
give an assignee the right to become a member.
(2) All other members consent.
By execution hereof, Assignor, gives to Assigneee the right to become a Member of the
Company.
Once Assignee becomes a member, he has to the extent assigned the rights and powers of
a member under the operating agreement is subject to the restrictions and liabilities of a member
under the operating agreement. Assignee is liable for the obligations of Assignor to make
contributions as provided by law. Assignee is not obligated for liabilities that could not be
ascertained from a written operating agreement and that were unknown to Assignee at the time
he becomes a member.
Assignor is not released from his liability to a limited liability company for past capital
contributions required by law whether or not the assignee becomes a member.
DATED this the _________ day of _______________ , 20 __ .
__________________________
, Member
2
Demand for Indemnity from
_____________________________________
A Limited Liability Company by Member
The undersigned, _____________________________ , Member/Manager of
_____________________________ , a Delaware Limited Liability Company, hereinafter
“Company”, does hereby demand from the Company the following:
Indemnity for the following in connection with claim against Member/Manager as
follows:
Nature of Claim: __________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Resolution of Claim: ________________________________________________
_______________________________________________________________________
Expenses, Fees and costs for which reimbursement is sought:
Attorney Fees ______________________
Filing Fees ______________________
Other:
_______________________ ______________________
_______________________ ______________________
This demand is made in accordance with the provision of the operating agreement which
provides in substance that:
The Company may indemnify or agree to indemnify any person who was or is a
party, or who is threatened to be made a party, to any threatened, pending, or
completed civil, criminal, administrative, or investigative action, suit, or
proceeding, other than an action by or in the right of the company, because he is
or was a manager, member, partner, officer, employee, or agent of the company or
is or was serving at the request of the company as a manager, director, trustee,
officer, employee, or agent of another limited liability company, corporation,
partnership, joint venture, trust, or other enterprise. The company may indemnify
or agree to indemnify a person in that position against expenses, including
attorney's fees, judgments, fines, and amounts paid in settlement that actually and
reasonably were incurred by him in connection with the action, suit, or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the company and, in connection with any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent does
not create of itself a presumption that the person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the
company and, in connection with any criminal action or proceeding, a
presumption that he had reasonable cause to believe that his conduct was
unlawful.
The Company may indemnify or agree to indemnify any person who was or is a
party or who is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the company to procure a judgment
in its favor, because he is or was a manager, officer, employee, or agent of the
company or is or was serving at the request of the company as a manager,
member, partner, director, trustee, officer, employee, or agent of another limited
liability company, corporation, partnership, joint venture, trust, or other
enterprise. The company may indemnify or agree to indemnify a person in that
position against expenses, including attorney's fees, that were actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the company, except that an
indemnification shall not be made in respect of any claim, issue, or matter as to
which the person is adjudged to be liable for negligence or misconduct in the
performance of his duty to the company unless and only to the extent that the
court of common pleas or the court in which the action or suit was brought
determines, upon application, that, despite the adjudication of liability but in view
of all the circumstances of the case, the person is fairly and reasonably entitled to
indemnification for expenses that the court considers proper.
DATED this the _________ day of _______________ , 20 __ .
__________________________
, Member
