Membership Actions Form

Membership Actions Form

This Membership Actions Form (the Agreement) is made and entered into by and between Organization Name: and Member Name: . Effective Date:

WHEREAS

WHEREAS, Organization Name: is a limited liability company or other entity duly formed and in good standing, and Member Name: is a current or prospective member of the organization;

WHEREAS, the parties desire to record and authorize certain membership actions, including admission, transfer, capital changes, and amendments to membership records, and to set forth the terms, conditions, and approvals necessary to effectuate such actions;

WHEREAS, the Board of Managers or Members has authority under the operative governing documents to approve the actions described herein, and the parties intend this form to evidence the authorization and documentation of those actions.

Membership Actions

Select the action(s) to be taken and provide applicable details. Check all that apply.

Actions: Admit new member Transfer membership interest Increase/decrease capital contribution Terminate membership Amend operating agreement or governing documents Other (describe)

Scope of Actions

Describe with specificity the actions to be executed by the organization, the member, and any third parties, including documentation to be prepared, records to be updated, and filings or notices to be made.

Payment Terms

If any fees or capital contributions are required in connection with the actions set forth herein, the terms below shall govern payment.

Late payments shall incur a late fee and interest as set forth below.

Late Fee (flat):    OR Late Fee (percentage per month):

Interest on overdue amounts shall accrue at the lesser of the maximum rate permitted by law or per month.

Term and Termination

This agreement to effectuate the membership actions (the Term) commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve the member of any accrued payment obligations or the organization of obligations to update membership records for actions already approved and paid.

Approvals and Documentation

Minutes Attached:

Confidentiality

Each party acknowledges that in connection with the actions contemplated by this Agreement it may receive confidential or proprietary information of the other party. Each party agrees: (a) to hold such information in strict confidence; (b) not to disclose such information to any third party except as required to effectuate the approved actions or as required by law; and (c) to use such information solely for the purpose of performing obligations under this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, or that is rightfully received from a third party without restriction.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement

This form, together with any referenced resolutions and executed documents, constitutes the entire agreement of the parties with respect to the membership actions described herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification, amendment, or waiver shall be effective unless in writing and signed by the party to be charged.

Representations and Certifications

Each signatory represents and warrants that they have the authority to execute this form on behalf of the party for whom they sign and that, upon execution, the actions described herein shall be binding and effective in accordance with the governing documents and applicable law.

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