AK-PLLC-1
SAMPLE OPERATING AGREEMENT
FOR STATE-LICSENSED PROFESSIONALS
ALASKA LIMITED LIABILITY COMPANY
READ THE AGREEMENT CAREFULLY AND
MAKE CHANGES AS NECESSARY TO SUIT
YOUR INDIVIDUAL NEEDS AND PURPOSES.
INSERT THE NAME OF YOUR PROFESSION
INTO THE BLANKS, AS APPROPRIATE.
OPERATING AGREEMENT
OF
______________________________________
AN ALASKA 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 an Alaska 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 Alaska relating to the formation, operation and taxation of a
LLC, including the Alaska Limited Liability Company Act hereinafter referred to as the
"Act." To the extent permitted by the Act, the terms and provisions of this Agreement shall
control if there is a conflict between such Act 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 Alaska Department of Community and Economic Development on
____________________________________________________, thereby creating the LLC.
3. Purpose . The purpose of the LLC is to engage in the practice of __________________
through persons qualified to practice ___________________ in the State of Alaska. The
LLC's activities shall be conducted in compliance with the Alaska Limited Liability
Company Act and the various rules, current and future, of the [insert name of
Governing/Regulatory Board for your profession] .
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 II
MEMBERS
7. Initial Members . All of the initial members are licensed to practice _______________ in
Alaska. The initial members of the LLC, their initial capital contributions, and their
percentage interest in the LLC are:
Initial Percentage Interest Capital
Members in LLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Members.
(a) Each member of the LLC and each of the employees of the LLC engaged in the
practice of _____________ shall be licensed to practice ________________.
(b) All members of the LLC shall be licensed to practice ________________ in the
State of Alaska.
(c) No member of the LLC, or the LLC itself, shall do any act which would violate
the standards of professional conduct for ________________.
(d) 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 III
MANAGEMENT
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) Each Manager shall be licensed to practice ____________________.
b) The Members shall elect and may remove the Manager(s) by majority vote.
c) A Manager shall serve until a successor is elected by the Members.
d) The Manager(s) shall have the authority to take all necessary and proper
actions in order to conduct the business of the LLC.
e) 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.
f) 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.
g) The c ompensation to the Manager(s) shall be in the discretion of the majority
of the Members of the LLC.
h) There shall be _________ initial Managers.
i) 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. All officer of the LLC
shall be licensed to practice _________________ in Alaska and shall be members
of the LLC.
(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 not 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,
except for the practice of ____________________ which shall be done exclusively for and
on behalf of the LLC, 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,
in an amount to be decided by the members, 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 or is disqualified from practicing _________________ in Alaska.
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:
(a) 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 quarterly
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 existing at closing
under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1
274(d), or any successor provision.
(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, provided that the non-member
is licensed to practice __________________ in the State of Alaska. 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. 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 . 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.
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 X
DISSOLUTION
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 XI
TAX 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
41. 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.
42. 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
43. 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.
44. 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 Alaska.
45. 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.
46. Counterparts . This instrument may be executed in any number of counterparts each of which
shall be considered an original.
47. 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.
48. 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.
49. 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.
50. 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.
51. 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
________________________________________________________________________, AN ALASKA
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 ALASKA. EACH MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND THE FORMATION CERTIFICATE OR
ARTICLES.
Members:
__________________________________
Name
__________________________________
Name
__________________________________
Name
__________________________________
Name
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
