RI-00LLC-1
SAMPLE LLC OPERATING AGREEMENT
This 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. Note that this Agreement provides that ALL
members of the LLC will be licensed as medical doctors in Rhode Island.
OPERATING AGREEMENTOF
______________________________________
A RHODE ISLAND 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 Rhode Island limited liability compa ny named
___________________________________________________ ("LLC"). The operation of
the LLC shall be governed by the terms of this Agreement and the applicable laws of the
State of Rhode Island relating to the formation, operation and taxation of a LLC, including
the Rhode Island 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 t he 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 with the Rhode Island Secretary of State on
_________________________, thereby creating the LLC.
3. Business. The business of the LLC shall be to engage in the practice of medicine.
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. Members. All members shall be licensed as medical doctors in Rhode Island. 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. 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 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 exce pt 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 ac tion
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) All Mangers shall be licensed as medical doctors in the Rhode Island.
i) The initial Managers is/are: __________________________________________________________________________________________________________________ _________________________________________________________
10. Officers and Relating Provisions. In the event the Members elect to manage the LL C, rather
than appointing a manager, the Members shall appoint officers for the LLC, each of whom
must be a member of 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 L LC
and shall supervise its operation under the direction and management of the Members, as
further described below. All officers shall be members of the LLC.
b. Election and Term of Office. The officers of the LLC shall be elected annuall y by the
Members by a majority vote. Vacancies may be filled or new offices created and fi lled at
any meeting of the Members. Each officer shall hold office until his/her death, unti l
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 sha ll
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 t ime 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 treasure r and such
other duties as from time to time may be assigned by the President or by the Membe rs 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 i nterest
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 Mem bers 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 LL C'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 Mem ber 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 sha ll 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 determ ined 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 int erest,
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 Resol ution
reflecting the action of the Meeting, signed by a majority of the Members. Action wit hout 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 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 positi on
would use under similar circumstances. No Member or officer shall have any liability t o 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 l oss
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 participat e
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 re lating 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 t o 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 Protect ed Party, a Protected
Party acting under this Agreement shall not be liable to the LLC or to any othe r 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, profi ts 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 l iabilities
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 liabi lities 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 sha ll 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 decisi on 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.
(a) 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 agree s 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.
The amount of insurance coverage shall be determined by the members or as set by
the Rhode Island State Board of Medical Examiners .
(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; Indemnificati on.
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 medicine.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 t he 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 adjudicate d
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 plea ding
admitting or failing to contest the material allegations of a petition file d 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 bee n
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 wit hin
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, including specifically disqualification t o practice
medicine in Rhode Island
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 sti ll owns
an interest in the LLC shall be entitled to continue to receive such profit s 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 sti ll 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 t o 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 offe red
interest at the then existing Set Price as provided in this Agreement. The LLC sha ll
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 i n
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 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 ra ta
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 gi ve 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 pric e
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 sel ling
Member can then assign the interest to a non-member, provided however, that he/she
may sell or transfer his/her interest in the LLC only to another individual who is duly
licensed, certificated, or otherwise legally authorized to render the same professi onal
service as that for which the LLC was organized or, in the case of a combination of
professional services, to render any of the applicable types of professional services
for which the LLC was organized.
d. 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 m ust again
give the notice and options to the LLC and the LLC Members before he sells the
interest.
e. 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 membe r
would be entitled, to the extent of the interest assigned, and will be subject t o 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 Agree ment as if
he were a Member.
f. An LLC interest can only be sold to a person licensed as medical doctor in R hode
Island
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 Membe r's
contribution(s) to the LLC as provided above, as updated in accordance with the term s
hereof. Any future changes in the Set Price by the Members shall be based upon net equity i n
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 l ater 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 purc hase
the dissociated Member's interest at the Set Price in the same manner as provide d 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 AR TICLE 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 onl y 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 partne rship 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 Art icles of
Organization, any amendments thereto, this Agreement, and all other LLC records requi red
to be kept by the Act, and the same shall be subject to inspection and copying a t 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 stat e 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 construe d in
accordance with and governed by the laws of the State of Rhode Island.
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 Mem bers
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 non-breaching Members may be entitled, at law or in equity, the non-
breaching 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 subjec t matter
jurisdiction thereof.
48. Further Action. Each Member, upon the request of the LLC, agrees to perform all further a cts
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 hi s 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 Sat urday,
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.
52. The limited liability company shall at all times be and remain in compliance with any law,
requirement, or regulation requiring that the limited liability company and/or t he members
and managers of the company have and maintain liability insurance.
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 RHODE ISLAND 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
RHODE ISLAND. 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
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
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, a Rhode Island limited liability
company. I realize that an investment in this Company is speculative and involves subst antial
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: _________________________________
