AZ-PLLC-1
SAMPLE OPERATING AGREEMENT
PROFESSIONAL LIMITED LIABILITY COMPANY
STATE OF ARIZONA
This agreement is a sample operating agreement and should be modified to meet your needs.
It provides for the PLLC to be operated by one or more managers OR by the members. You
will have to decide how you want your PLLC to operate.
Read carefully and make appropriate changes to suit your
profession as well as your individual needs and purposes.
OPERATING AGREEMENT
OF
_____________________________________________
AN ARIZONA
PROFESSIONAL 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 PROFESSIONAL LIMITED LIABILITY COMPANY
1. Formation of PLLC . The Parties have formed an Arizona professional limited
liability company named _______________________________________________
("PLLC"). The operation of the PLLC shall be governed by the terms of this
Agreement and the applicable laws of the State of Arizona relating to the formation,
operation and taxation of a PLLC, including the Arizona Limited Liability Company
Act (Arizona Revised Statutes, Title 29, Chapter 4) 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 PLLC shall be taxed as a partnership. Any provisions of
this Agreement, if any, that may cause the PLLC not to be taxed as a partnership
shall be inoperative.
2. Articles or Organization . Articles of Organization ("Articles") for record in the
office of the Arizona Corporation Commission on [date] _____________________,
thereby creating the PLLC.
3. Business . The business of the PLLC shall be to practice the profession of
____________________________________________________________________
4. Registered Office and Registered Agent . The registered office and place of business
of the PLLC 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 PLLC will commence business as of the date the Members contribute
their capital investment in the PLLC and will continue in perpetuity.
6. Fiscal Year . The PLLC's fiscal and tax year shall end December 31.
ARTICLE II
MEMBERS
7. Initial Members . The initial members of the PLLC are all licensed by ____________
______________________________________________ to engage in the practice of
__________________________________________ in Arizona. The initial members
of the PLLC, their initial capital contributions, and their percentage interest in the
PLLC are:
Initial Percentage Interest Capital
Members in PLLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
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.
All new members of the PLLC shall be licensed by ____________
______________________________________________ to engage in the practice of
__________________________________________ in Arizona.
ARTICLE III
MANAGEMENT
9 Management . The Members have elected to manage the PLLC as follows:
[ ] The management of the PLLC 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 PLLC and
shall have the power and authority to bind the PLLC in all transactions and business
dealings of any kind except as otherwise provided in this Agreement.
[ ] The Members hereby delegate the management of the PLLC 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 PLLC.
d) Except for decisions concerning distributions, any Manager can take any
appropriate action on behalf of the PLLC, 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 c ompensation to the Manager(s) shall be in the discretion of the
majority of the Members of the PLLC.
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
PLLC, rather than appointing a manager, the Members shall appoint officers for the
PLLC and the following provisions shall apply:
a) Officers . The officers of the PLLC 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 PLLC 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 PLLC 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 PLLC 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 PLLC.
f) The Treasurer . The Treasurer shall be the chief financial officer of the PLLC. 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 PLLC; (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 PLLC from any source whatsoever, and deposit all such moneys in
the name of the PLLC in such banks, trust companies or other depositaries as
shall be selected by the Members of the PLLC; 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 PLLC.
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 PLLC records; (iv) keep a register of the post office address
of each Member; (v) certify the Member’s resolutions; and other documents to
the PLLC 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 PLLC, or (b) incur debt, expend funds, or otherwise obligate the PLLC
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 PLLC. The Member’s percentage interest shall be based
on the amount of cash or other property that the Member has contributed to the PLLC
and that percentage interest shall control the Member’s share of the profits, losses,
and distributions of the PLLC.
13. Contributions . The initial contributions and initial percentage interest of the embers
are as set out in this Agreement.
14. Additional Contributions . Only a majority of the Members of the PLLC may call on
the Members to make additional cash contributions as may be necessary to carry on
the PLLC'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 PLLC shall constitute the
record of the Members of the PLLC and of their respective interest therein.
16. Profits and Losses . The profits and losses and all other tax attributes of the PLLC
shall be allocated among the Members on the basis of the Members' percentage
interests in the PLLC.
17. Distributions . Distributions of cash or other assets of the PLLC (other than in
dissolution of the PLLC) 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 PLLC.
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 PLLC, or, if Managers were selected, by any Manager of the PLLC.
23. Majority Defined . As used throughout this agreement the term “Majority” of the
Members shall mean a majority of the ownership interest of the PLLC as determined
by the records of the PLLC on the date of the action.
ARTICLE VI
Duties and Limitation of Liability 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 PLLC, 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 PLLC 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 PLLC or
to any other Member or officer for any loss or damage sustained by the PLLC 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 PLLC . The Members shall not be
required to participate in the PLLC 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 PLLC. Neither the PLLC 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 PLLC 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 PLLC or to any other
Protected Party, a Protected Party acting under this Agreement shall not be liable
to the PLLC or to any other Protected Party for good faith reliance on:
(i) the provisions of this Agreement;
(ii) the records of the PLLC; and/or
(iii) such information, opinions, reports or statements presented to the PLLC 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 PLLC, including
information, opinions, reports or statements as to the value and amount of the
assets, liabilities, profits or losses of the PLLC 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 PLLC 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 PLLC 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 PLLC and who is or
may be a party to any civil action because of his/her participation in or
with the PLLC, 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
PLLC, shall be indemnified and held harmless by the PLLC.
(ii) Any person who is or was a member or officer of the PLLC and who is or
may be a party to any criminal action because of his/her participation in or
with the PLLC, 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 PLLC.
(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 PLLC all funds expended by the PLLC 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 shall cause the PLLC to purchase and maintain
professional liability insurance for the PLLC, 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. That professional liability
insurance policy shall be in an amount no less than _______________________.
(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 PLLC, 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 PLLC or to any Member or
officer for any loss or damage sustained by the PLLC 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 PLLC shall cease upon the
occurrence of one or more of the following events:
(a) A Member provided notice of withdrawal to the PLLC 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 PLLC.
(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 PLLC.
(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 ARS 29-851 to 29-847 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 PLLC interest solely by virtue of his dissociation. A dissociated
Member that still owns an interest in the PLLC 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 PLLC INTEREST;
SET PRICE FOR PLLC INTEREST
31. PLLC Interest . The PLLC interest is personal property. A Member has no interest in
property owned by the PLLC.
32. Encumbrance . A Member can encumber his PLLC 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 PLLC to respond to a cash call of the PLLC.
33. Sale of Interest . A Member can sell his PLLC 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 PLLC of his desire to sell all or part of his/her interest and
must first offer the interest to the PLLC. The PLLC shall have the option to buy
the offered interest at the then existing Set Price as provided in this Agreement.
The PLLC 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 PLLC 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 PLLC does not buy the offered interest of the assigning
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 PLLC 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 PLLC or the Members do not buy the offered interest, the
selling Member can then assign the interest to a non-member who is licensed to
engage in the practice of ____________________ in the State of Arizona. The
selling Member must close on the assignment within ninety (90) days of the date
that he gave notice to the PLLC. If he does not close by that time, he must again
give the notice and options to the PLLC and the PLLC Members before he sells
the interest.
(d) Subject to the provisions of ARS 29-844 and 29-847 C, 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 PLLC records. The initial Set Price for each Member's interest is
the amount of the Member's contribution(s) to the PLLC 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 PLLC (fair market
value of the assets less outstanding indebtedness), considering the most recent
appraisal obtained by the PLLC 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 PLLC 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 PLLC of his desire to sell all of his PLLC interest. The date the PLLC received
the notice as provided in ARTICLE VIII triggering the options shall be deemed to be
the date that the PLLC receives actual notice of the dissociation event.
ARTICLE X
DISSOLUTION
36. Termination of PLLC . The PLLC 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 PLLC, the assets must be distributed
as follows: (a) to the PLLC 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 PLLC interest, in the proportions in which the Members
share in profits and losses.
ARTICLE XI
TAX MATTERS
35. Capital Accounts . Capital accounts shall be maintained consistent with Internal
Revenue Code § 704 and the regulations thereunder.
36. Tax Matters Partner . The Members hereby designate _________________________
as the "tax matters partner" for purposes of representing the PLLC before the
Internal Revenue Service if necessary.
37. Partnership Election . The Members elect that the PLLC be taxed as a partnership
and not as an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
36. Records and Inspection . The PLLC shall maintain at its place of business the
Articles of Organization, any amendments thereto, this Agreement, and all other
PLLC 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.
37. Obtaining Additional Information . Subject to reasonable standards, each Member
may obtain from the PLLC from time to time upon reasonable demand for any
purpose reasonably related to the Member's interest as a Member in the PLLC: (1)
information regarding the state of the business and financial condition of the PLLC;
(2) promptly after becoming available, a copy of the PLLC's federal, state, and local
income tax returns for each year; and (3) other information regarding the affairs of
the PLLC as is just and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
38. 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.
39. 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
________________________.
40. 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.
41. Counterparts . This instrument may be executed in any number of counterparts each
of which shall be considered an original.
42. 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.
43. Further Action . Each Member, upon the request of the PLLC, 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.
44. 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 PLLC 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.
45. 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.
46. 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 ARIZONA PROFESSIONAL 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 ARIZONA. 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: ____________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Professional Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Arizona professional 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 Professional limited liability company Agreement of
___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Professional Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Arizona professional 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 Professional limited liability company Agreement of
___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Professional Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Arizona professional 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 Professional limited liability company Agreement of
___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Professional Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Arizona professional 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 Professional limited liability company Agreement of
___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Professional Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, an Arizona professional 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 Professional limited liability company Agreement of
___________________________________________.
Member:
________________________________
Address:
________________________________
Date:
_________________________________
