Fill and Sign the Operating Agreement 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 ONENAME The name of the limited liability company under which it was formed is ______________ . The Certificate of Formation which was filed with the Secretary of State of the State of ____________ on the ___ day of __________, ______________, a copy of which is attached hereto as Exhibit A A  is hereby ratified, confirmed, approved, and adopted. SECTION TWOTERM The Company shall continue until dissolved in accordance with the Act. SECTION THREEMANAGEMENT 2 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 FOURPURPOSE The purpose of the Company is to own and operate the building located at ______________ , ____________, 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 FIVEADDRESS The business address of the members and the Company is ______________, MS ______________ . SECTION SIX COMPANY ASSETS All the assets of the Company are now, and as to assets subsequently purchased or acquired by the Company shall be, owned by the Members in the following percentages: 3 MEMBER PERCENT ______________ _________% ______________ _________% ______________ _________% ______________ _________% ______________ _________% ______________ _________% 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 percentage ownership of the Members in the Company. 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 percentage ownership in the Company. SECTION TEN WITHDRAWAL OF MEMBER A Member may withdraw from the Company in accordance with the Act. 4 SECTION ELEVEN ASSIGNMENTS 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 INTERNAL MATTERS 1. ______________ , is hereby designated as the Chief Executive Officer of the Company, and shall continue as such for a five (5) years period and thereafter, until his successor is designated by a majority vote of the Members at an annual meeting. The Chief Executive Officer shall be charged with the responsibility for the executive management of the Company in accordance with the desires of the Members in line with matters of general policy that are determined by a majority vote of the Members. 2. The Members shall hold an annual meeting during the month of January in each year. The Chief Executive Officer may call special meetings. A quorum at any annual meeting of the Company shall be a majority of the Members. Notice of either the annual or a special meeting shall be given in writing at least five (5) days before the date of the meeting. One of the Members shall be designated as Secretary of the Company and shall keep minutes of each meeting of the Members. SECTION THIRTEEN FINANCIAL AND ACCOUNTING MATTERS 1. The fiscal year of the Company shall begin ______________ and end the following ______________ in each year. 5 2. Books and records of the operations of the Company shall be maintained at the main office of the Company located at ______________, ____________ ______________ . 3. As soon as possible after the close of the fiscal year, financial statements and income tax returns shall be prepared and a copy thereof forwarded to each Member. 4. The Chief Executive Officer, and other Members if desired, shall be designated to sign checks, drafts and other similar instruments on behalf of the Company. 5. Funds may be borrowed on behalf of the Company and notes or other instruments may be executed relative thereto only upon the signature of the Chief Executive Officer and one other Member. 6. The Members shall determine from time to time what life insurance, if any, shall be carried on the lives of the Members for the benefit of the Company. 7. The Members shall determine from time to time what other insurance the Company shall carry. 8. All funds of the Company are to be deposited in its name in such bank account or accounts as shall be designated by the Chief Executive Officer. All withdrawals therefrom are to be made upon checks signed by any Member. 9. The firm books shall be kept on a cash basis and shall be closed and balanced at ______________ , the end of the Company's fiscal year. The Members shall, at all times, have access to the Company's books through the office of the Chief Executive Officer. SECTION FOURTEEN 6 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 _______________________ ( %) in interest of the Members (as defined in the Act). SECTION FIFTEEN 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 SIXTEEN 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: (I) the liability of any Member if a 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 (ii) the liability of any Member for any act or omission prior to the date of first inclusion of this paragraph in this Agreement. SECTION SEVENTEENGOVERNING 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 EIGHTEENINDEMNIFICATION 7 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: (I) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (ii) 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 NINETEENTAX 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. SECTION TWENTYMISCELLANEOUS 1. Each Member shall punctually pay and satisfy all his present and future private debts and engagements, and shall indemnify the other Members, their heirs, executors, or administrators, and the Company from such debts and from all actions, proceedings, damages and expenses on account thereof. 2. This Limited Liability Company Agreement supersedes all prior Articles of Partnership and Addenda thereto. 8 WITNESS our signatures to this Operating Agreement of ______________, on the day and date first mentioned hereinabove. ______________ By: ______________ , as Chief Executive Officer and a Member By: ______________ , JR., Member By: ______________ , Member By: ______________ , Member By: ______________ , Member By: ______________ , Member