MN-00LLC-1 LLC SAMPLE OPERATING AGREEMENTThis agreement is a sample operating agreement and should be
modified 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 ______________________________________ A MINNESOTA LIMITED LIABILITY COMPANY THIS OPERATING AGREEMENT ("Agreement") is entered into the _____ day 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 A Minnesota limited liability company
named ___________________________________________________ ("LLC"). The
operation of the LLC shall be governed by the terms of this Agreement and the
applicable laws of the State of Minnesota relating to the formation, operation and
taxation of a LLC, including the Minnesota Limited Liability Company Act. To the
extent permitted by the Act, the terms and provisions of this Agreement shall control if
there is a conflict between such Acts and this Agreement. The 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 Members,
____________________________________, filed Articles of Organization, ("Articles")
for record in the office of the Minnesota Secretary of State on
________________________, thereby creating the LLC.
3.Business. The business of the LLC shall be : __________________________________________________________________________________________________________.
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 the Members contribute their
capital investment in the LLC and will continue in perpetuity.
6.Fiscal Year. The LLC's fiscal and tax year shall end December 31. ARTICLE IIMEMBERS 7.Initial Members . The initial members of the LLC, their initial capital contributions, and
their percentage interest in the LLC are:
Initial Percentage InterestCapitalMembers in LLCContribution1.________________________ _________________ ___________________ 2.________________________ _________________ ___________________ 3.________________________ _________________ ___________________ 4.________________________ _________________ ___________________ 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 IIIMANAGEMENT 9.Management . The Members have elected to manage the LLC as follows:[ ] The management of the LLC shall be vested in the Members without an
appointed manager. The members shall elect officers who shall manage 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 any
kind except as otherwise provided in this Agreement. [ ] The Members hereby delegate the management of the LLC to Manager(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
signing 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 Managers 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 treasurer and a
secretary, or other officers or agents as may be elected and appointed by the
Members. Members may hold more than one office. The officers shall act in the
name of the LLC and shall supervise its operation under the direction and
management of the Members, as further described below.
(b) Election and Term of Office. The officers of the LLC shall be elected 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 office until his/her
death, until he/she shall resign, or until he/she is removed from office. Election or
appointment 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 removed.
(d) Vacancies . A vacancy is any office because of death, resignation, 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 the LLC and shall
preside at all meetings of the Members. The President shall 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 discharge of his/her
duties. The Treasurer shall: (i) have charge and custody of and be responsible 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 banks, trust companies or other depositaries as shall be selected by
the Members of the LLC; 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 Members meetings in one
or more books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of this Agreement or as required by law; (iii) be
custodian of LLC records; (iv) keep a register of the post office address of each
Member; (v) certify the Member’s resolutions; and other documents to the LLC as
true and correct; (vi) in the absence of the President and Treasurer, preside at
meetings of the Members and (vii) in general perform all duties incident to the office
of secretary and such other duties as from time as may be assigned by the President
or the Members.
11. Member Only Powers. Notwithstanding any other provision of this Agreement, 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 debt,
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 shall 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 may 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 meet a
cash call, the other Members can contribute the unmet call on a pro rata basis based on
the Members' percentage interests at that time, and the percentage interest of each
Member will be adjusted 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 attributes 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 than 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 among 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 Member'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
year.
ARTICLE V VOTING; CONSENT TO ACTION 19. Voting by Members. Members shall be entitled to vote on all matters which provide for
a vote of the Members in accordance with each Member’s percentage interest.
20. Majority Required. Except as otherwise required, a majority of the Members, based
upon their percentage ownership, is required for any action.
21. Meetings - Written Consent. Action of the Members 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.
Action without a meeting may be evidenced by a written consent signed by a majority of
the Members.
22. Meetings. Meetings of the Members may be called by any Member owning 10% or
more of the LLC, or, if Managers were selected, by any Manager of the LLC.
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 OF MEMBERS, OFFICERS AND
PERSONS SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION 24. Duties of Members: Limitation of Liability. The Members, Managers 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 shall have any liability to
the LLC or any other Member by reason of being or having been a Member or officer.
No 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 loss
or damage shall have been the result of fraud, deceit, gross negligence, willful
misconduct, 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 activities in addition to
those relating to the LLC. Neither the LLC nor any other Member shall have any right,
by virtue of this Agreement, to share or participate in another member’s business
interests, investments or activities or the income or proceeds derived therefrom. No
Member shall incur liability to the LLC or to any other Member 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 duties (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 liable 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 such other person’s professional or expert competence and
who has been selected with reasonable care by or on behalf of the
LLC, including information, opinions, reports or statements as to the
value and amount of the assets, liabilities, profits or losses of the LLC
or any other fact pertinent to the existence and amount of assets from
which distributions to Members might properly be paid. (c) The provisions of this Agreement, to the extent that they restrict the duties 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 liabilities of such Protected Party.(d)Whenever this Agreement permits or requires a Protected Party to make a decision
in its “discretion” or under a grant of similar authority or latitude, the Protected
Party shall be entitled to consider only such interests and factors as it desires,
including its own interests, and shall have no duty or obligation to give any
consideration to any interest of or factors affecting the LLC or any other Person.(e)Whenever this Agreement permits or requires a Protected Party to make a decision
using a “good faith” or under another express standard, the Protected Party shall act
under such express standard and shall not be subject to any other or different
standard imposed by this Agreement or other applicable law.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 participation in or
with the LLC, and who acted in good faith and in a manner which he/she
reasonably believed to be in, or not opposed to, the best interests of the
LLC, shall be indemnified and held harmless by the LLC.(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 participation in or
with the LLC, and who acted in good faith and had reasonable cause to
believe that the act or omission was lawful, shall 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 advance of the
proceeding’s final disposition. Should the indemnified member or officer
ultimately be determined to not be entitled to indemnification, that member or
officer agrees to immediately 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 the advancement of
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, officers and advisory committee members.
(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 third party or
parties whom the members might determine should be entitled to such insurance
coverage.
(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.
28. Duties of Persons Serving on Advisory Committees; Limitation of Liability;
Indemnification. The Members shall have the right to form advisory committees.
Persons serving on an advisory committee, whether or not a Member or officer, 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. A person serving on an advisory
committee shall not have any liability to the LLC or to any Member or officer for any
loss or damage sustained by the LLC or any Member or officer unless the loss or
damage was the result of fraud, deceit, gross negligence, willful misconduct, or a
wrongful taking by such person. ARTICLE VII MEMBERS INTEREST TERMINATED 29. 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 third party.(c)A Member dies.(d)There is an entry of an order by a court of competent jurisdiction
adjudicating 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 similar relief under
any statute, law or regulation; (5) files an answer or other pleading
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 take 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, readjustment, liquidation, dissolution, or similar relief under
any statute, law, or regulation, 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
consent or acquiescence, of a trustee, receiver, or liquidator of the
Member or of all or any substantial part of the member’s properties, said
appointment is not vacated or within 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.
30. Effect of Dissociation . Any dissociated Member shall not be entitled 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 31. LLC Interest. The LLC interest is personal property. A Member has no interest in
property owned by the LLC.
32. Encumbrance. A Member can encumber his LLC interest by a security 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.
33. Sale of Interest. A Member can sell his LLC interest only as follows: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 part of his/her interest and must first offer the
interest to the LLC. The LLC shall have the option to buy the offered interest at the then
existing Set Price as provided in this Agreement. The LLC shall have thirty (30) days
from the receipt of the assigning Member's notice to give the assigning Member 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 sixty (60) days from the date that the LLC gives written notice of its intention to
buy. The 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
twelve (12) equal installments beginning with the date of closing. The installment
amounts shall be computed by applying the following interest factor to the principal
amount: interest compounded quarterly at the Quarterly Federal Short-Term Rate
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
the extent of 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.34. Set Price.
(a)The Set Price for purposes of this Agreement shall be 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 amount of
the Member's contribution(s) to the LLC as provided above, as updated in accordance
with the terms hereof. Any future changes in the Set Price by the Members shall be
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 may be adjusted by the Members in their discretion. The initial
Set Price shall be adjusted no later than ________________. This basis for
determining 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.(b)To the extent the LLC does not buy the offered interest of the 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 in writing of their intention to buy all, some, or none of the
offered interest. Closing on the sales shall occur within sixty (60) days from the date
that the Members give written notice of their intention 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 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.(d)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. ARTICLE IX OBLIGATION TO SELL ON A DISSOCIATION EVENT CONCERNING A MEMBER 35. Dissociation. Except as otherwise provided, upon the occurrence of a dissociation event
with respect to a Member, the LLC and the remaining Members 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 of his
desire to sell all of his LLC interest. The date the LLC received the notice as provided in
ARTICLE VIII triggering the options shall be deemed to be the date that the LLC
receives actual notice of the dissociation event.
ARTICLE XDISSOLUTION 36. 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.
37. 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 satisfaction 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 share in profits
and losses.
ARTICLE XITAX MATTERS 38. Capital Accounts. Capital accounts shall be maintained consistent with Internal Revenue
Code § 704 and the regulations thereunder.
39. Tax Matters Partner. The Members hereby designate ____________________________
as the "tax matters partner" for purposes of representing the LLC before the Internal
Revenue Service if necessary.
40. 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 42. 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 inspection and copying at
the reasonable request, and the expense, of any Member.
43. 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) information
regarding the state of the business and financial condition of the LLC; (2) promptly after
becoming available, a copy 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
44. Amendment. Except as otherwise provided in this Agreement, any amendment 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 the 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 party sought to be charged with such amendment or waiver, except
as otherwise provided in this Agreement.
45. Applicable Law. To the extent permitted by law, this Agreement shall be construed in
accordance with and governed by the laws of the State of Minnesota.
46. 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.
47. Counterparts. This instrument may be executed in any number of counterparts each of
which shall be considered an original.
48. Specific Performance. Each Member agrees with the other Members that the other
Members would be irreparably damaged if any of the provisions of this Agreement are
not performed in accordance with their specific terms and that monetary 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 prevent
breaches of this Agreement and, specifically, to enforce the terms and provisions of this
Agreement in any action instituted in any court of the United States or any state thereof
having subject matter jurisdiction thereof.
49. 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.
50. 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 signature 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
mailed, on the date set forth on the receipt of registered or certified mail.
51. 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 signature for any and all purposes for
which the original writing, transmission or signature could be used, provided that such
copy, facsimile telecommunication or other reproduction shall have been confirmed
received by the sending Party.52. 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
Saturday, 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 stated below
their signatures on the attached signature page for each individual Party. NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED
A COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF
_______________________________________________________________________, A
MINNESOTA LIMITED LIABILITY COMPANY. EACH MEMBER REALIZES THAT
AN INVESTMENT IN THIS COMPANY IS SPECULATIVE AND INVOLVES
SUBSTANTIAL RISK. EACH MEMBER IS AWARE AND CONSENTS TO THE FACT
THAT THE INTERESTS IN THE COMPANY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR SECURITIES ACT OF THE STATE OF
MINNESOTA. EACH MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND THE FORMATION CERTIFICATE
OR ARTICLES.Signatures:______________________ ________________________ _________________________Member Member Member______________________ ________________________ _________________________Member Member Member
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, a Minnesota limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________. Member: ________________________________Address:________________________________ Date:_________________________________
