LLC Kit

OPERATING AGREEMENT

FOR

______________________________________ LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

This Operating Agreement is made as of , _______, [("Effective Date") - don’t use if desire the effective date specified in section 2.1] by and among the parties listed on the signature pages hereof, with reference to the following facts:

A.  On _____________, ________, Articles of Organization for ______________ LLC (the "Company"), a limited liability company organized under the laws of the State of California, were filed with the California Secretary of State.

B.  The parties desire to adopt and approve an operating agreement for the Company.

OR

THIS OPERATING AGREEMENT ("Agreement") is made as of _____________, ______ ("Effective Date"), by and among __________________, ______________________, and each of those Persons who become a Company Member and/or Manager in accordance with the terms of this Agreement.

RECITAL:

The Members desire to enter into this Agreement for the Company to delineate their rights and liabilities as members, to provide for the Company’s management, and to provide for certain other matters, all as permitted under the Beverly-Killea Limited Liability Company Act.

AGREEMENT:

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings specified below or elsewhere in this Agreement and when not so defined shall have the meanings specified in California Corporations Code Section 17001 (such terms are equally applicable to both the singular and plural derivations of the terms defined):

1.1 "Act" shall mean the Beverly-Killea Limited Liability Company Act, codified in the California Corporations Code, Section 17000 et seq., as the same may be amended from time to time.

1.2 "Affiliate" of a Member or Manager shall mean any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Member or Manager, as applicable. The term "control," as used in the immediately preceding sentence, shall mean with respect to a corporation or limited liability company the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

1.3 "Agreement" shall mean this Operating Agreement, as originally executed and as amended from time to time.

1.4 "Articles" shall mean the Articles of Organization for the Company originally filed with the California Secretary of State and as amended from time to time.

1.5 "Assignee" shall mean the owner of an Economic Interest who has not been admitted as a substitute Member in accordance with Article VIII.

1.6 "Bankruptcy" shall mean: (a) the filing of an application by a Member for, or his or her consent to, the appointment of a trustee, receiver, or custodian of his or her other assets; (b) the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time; (c) the making by a Member of a general assignment for the benefit of creditors; (d) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of a Member unless the proceedings and the person appointed are dismissed within ninety (90) days; or (e) the failure by a Member generally to pay his or her debts as the debts become due within the meaning of Section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of his or her inability to pay his or her debts as they become due.

1.7 "Capital Account" shall mean with respect to any Member the capital account which the Company establishes and maintains for such Member pursuant to Section 3.4.

1.8 "Capital Contribution" shall mean the total amount of cash and fair market value of property contributed [and/or services rendered or to be rendered] to the Company by Members.

1.9 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Regulations.

1.10 "Company" shall mean __________________________ LLC, a California limited liability company.

1.11 "Company Minimum Gain" shall have the meaning ascribed to the term "Partnership Minimum Gain" in the Regulations Section 1.704-2(d).

1.12 "Corporations Code" shall mean the California Corporations Code, as amended from time to time, and the provisions of succeeding law.

1.13 "Dissolution Event" shall have the meaning ascribed to that term in Section 11.1.

1.14 "Distributable Cash" shall mean the amount of cash which the Managers deem available for distribution to the Members, taking into account all debts, liabilities, and obligations of the Company then due, and working capital and other amounts which the Managers deem necessary for the Company’s business or to place into reserves for customary and usual claims with respect to such business.

1.15 "Economic Interest" shall mean the right to receive distributions of the Company’s assets and allocations of income, gain, loss, deduction, credit and similar items from the Company pursuant to this Agreement and the Act, but shall not include any other rights of a Member, including, without limitation, the right to vote or participate in the management of the Company, or except as provided in Section 17106 of the Corporations Code, any right to information concerning the business and affairs of the Company.

1.16 "Effective Date" shall have the meaning ascribed to that term in Section 2.1.

1.17 "Family Member" shall mean (a) with respect to any individual, such individual’s spouse, parent, sibling, in-law, child or grandchild (whether natural, adopted or in the process of adoption), any trust all of the beneficial interests of which are owned by any such individuals or by any such individuals together with any organization described in Code Section 501(c)(3), the estate of any such individual, and any corporate, association, partnership or limited liability company all of the equity interests of which are owned by those above-described individuals, trust or organizations, and (b) with respect to any trust, the owners of the beneficial interests of such trust.

1.18 "Fiscal Year" shall mean the Company’s fiscal year, which shall be the calendar year.

1.19 "Former Member" shall have the meaning ascribed to it in Section 9.2.

1.20 "Former Member’s Interest" shall have the meaning ascribed to it in Section 9.2.

1.21 "Majority Interest" shall mean those Members who hold a majority of the Percentage Interests which all Members hold.

1.22 "Manager" shall mean each of __________,__________ and __________, or any other persons that succeed any of them as a manager of the Company.

1.23 "Member" shall mean each Person who (a) is an initial signatory to this Agreement, has been admitted to the Company as a Member in accordance with the Articles or this Agreement or is an Assignee who has become a Member in accordance with Article VIII, and (b) has not ceased to be a Member in accordance with Article IX or for any other reason.

1.24 "Member Nonrecourse Debt" shall have the meaning ascribed to the term "Partner Nonrecourse Debt" in Regulations Section 1.704-2(b)(4).

1.25 "Member Nonrecourse Deductions" shall mean items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Member Nonrecourse Debt.

1.26 "Membership Interest" shall mean a Member’s entire interest in the Company including the Member’s Economic Interest, the right to vote on or participate in the management, and the right to receive information concerning the business and affairs, of the Company.

1.27 "Net Profits" and "Net Losses" shall mean the income, gain, loss and deductions of the Company in the aggregate or separately stated, as appropriate, determined in accordance with the method of accounting at the close of each Fiscal Year on the Company’s information tax return filed for federal income tax purposes.

1.28 "Nonrecourse Liability" shall have the meaning set forth in Regulations Section 1.752-1(a)(2).

1.29 "Optional Purchase Event" shall have the meaning set forth in Section 9.1.

1.30 "Percentage Interest" shall mean the percentage of a Member set forth opposite the name of such Member under the column "Member’s Percentage Interest" in Exhibit A hereto, as such percentage may be adjusted from time to time pursuant to the terms of this Agreement. [Percentage Interests shall be determined annually, unless otherwise provided herein, in accordance with the relative proportions of the aggregate Capital Contributions of the Members.]

1.31 "Permitted Transfer" shall have the meaning ascribed to that term in Section 8.4.

1.32 "Person" shall mean an individual, partnership, limited partnership, limited liability company, corporation, trust, estate, association or any other entity.

1.33 "Prime Rate" as of a particular date shall mean the prime rate of interest as published on that date in the Wall Street Journal, and generally defined therein as "the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks." If the Wall Street Journal is not published on a date for which the Prime Rate must be determined, the Prime Rate shall be the prime rate published in the Wall Street Journal on the nearest-preceding date on which the Wall Street Journal was published.

1.34 ["Purchaser Questionnaire" shall mean that certain Purchaser Questionnaire executed by each Member as a condition precedent to purchasing Membership Interests.]

1.35 "Regulations" shall, unless the context clearly indicates otherwise, mean the regulations in force as final or temporary that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, and any successor regulations.

1.36 "Remaining Members" shall have the meaning ascribed to it in Section 9.2.

1.37 "Secretary of State" shall mean the California Secretary of State.

1.38 ["Subscription Agreement" means the contract between the Company and a Member for the Member’s purchase of Membership Interests from the Company.]

1.39 "Tax Matters Partner" (as defined in Code Section 6231) shall be _____________________ or his or her successor as designated pursuant to Section 10.8.

1.40 "Transfer" or "Transferred" shall mean any sale, assignment, transfer, conveyance, pledge, hypothecation, or other disposition voluntarily or involuntarily, by operation of law, with or without consideration, or otherwise (including, without limitation, by way of intestacy, will, gift, bankruptcy, receivership, levy, execution, charging order or other similar sale or seizure by legal process) of all or any portion of any Membership Interest.

Without limiting the generality of the foregoing, the sale or exchange of at least fifty percent (50%) of the voting stock of a Member, if a Member is a corporation, or the Transfer of an interest or interests of at least fifty percent (50%) in the capital or profits of a Member (whether accomplished by the sale or exchange of interests or by the admission of new partners or members), if a Member is a partnership or limited liability company, or the cumulative Transfer of such interests in a Member which effectively equal the foregoing (including Transfer of interests followed by the incorporation of a Member and subsequent stock Transfers, or Transfers of stock followed by the liquidation of a Member and subsequent Transfers of interests) will be deemed to constitute a Transfer of the Member’s entire Membership Interest.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1 Formation. The Members [have formed/intend to form] a California limited liability company by filing the Articles with the Secretary of State and entering into this Agreement. [This Agreement shall be deemed effective as of the date the Articles were [are] filed] [("Effective Date")]. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different because of any provision of this Agreement than those rights or obligations would be in the absence of such provision, this Agreement shall control to the extent permitted by the Act.

2.2 Name. The name of the Company [is/shall be] "__________________________ LLC." The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Managers deem appropriate or advisable. The Managers shall file any fictitious name certificates and similar filings, and any amendments thereto, that the Managers consider appropriate or advisable. [The Company’s name shall be the exclusive property of the Company, and no Member shall have any rights in the name or any derivation thereof.] …

INTERVIEW SHEET

FOR USE WITH CLIENT IN CONNECTION WITH

FORMATION OF A CALIFORNIA LIMITED LIABILITY COMPANY

1 Client, Attorney, and Accountant Contact

1.1 Client Name

1.2 Client Address

1.3 Client Phone(s)

1.4 Fax Numbers

1.5 Attorney

1.6 Accountant

2 Suitability

Client advised on the perceived suitability of LLC's to circumstances and alternatives discussed? ______________

3 Tax Matters

3.1 Client advised that tax advice is limited to only the formation of the LLC?

3.2 Client advised that it and each other member should seek tax advice on the impact of becoming a member on their individual tax position?

4 Current Status

__ New LLC

__ Merger or other conversion of existing entity

If existing entity:

4.1 Name of entity: ________________________

4.2 Type of entity: ________________________

4.3 State of formation: ________________________

4.4 Type of formation documents: ________________________

4.5 Desire to pattern operating agreement after existing documents: ________________________

5 Formation

5.1 Required information for Articles of Organization

5.1.1 Name of LLC

5.1.1.1 Order of Choices:________________________
Must contain "Limited Liability Company," "LLC," "Ltd. Liability Company," "Limited Liability Co.," or "Ltd. Liability Co." (Corp. Code §17052)

5.1.1.2 Name reserved with Secretary of State:

5.1.2 Latest date on which the LLC is to dissolve (§17051(a)(2)):

________________________

5.1.3 Name and address of the initial agent for the service of process (§17051(a)(4)):

________________________

5.1.4 Member managed: ________________________

Manager managed: ________________________

More than one manager (§17051(a)(5)): ________________________

5.2 Optional provisions

5.2.1 Limitations on the LLC's business activity (§17002, §17051(c)(1)):

________________________

5.2.2 Limitations on LLC's powers (§17003, §17051(c)(1)):

________________________

5.2.3 Provisions governing the admission of members (§17051(c)(2)):

________________________

5.2.4 Any events other than as set forth in §17350 which would cause the dissolution of the LLC (§17051(c)(3)):

________________________

5.2.5 Limitations on the authority of managers or members to bind the LLC (§17051(c)(5)):

________________________

5.2.6 Other provisions:

________________________

5.3 Additional information

5.3.1 Address of principal place of business:

________________________

5.3.2 Address of office in California where records are to be maintained:

________________________

6 Ownership

6.1 Names of members

Member A

Full legal name: ________________________

Place of organization if a legal entity or place of residency and nationality if an individual: ________________________

Address: ________________________

________________________

________________________

Telephone number (home): ________________________

Telephone number (office): ________________________

Federal taxpayer I.D. number: ________________________

Percent share of ownership in LLC: ________________________

Type and amount of initial capital contribution: ________________________

Description of property used for initial capital contribution: ________________________

Member B

Full legal name: ________________________

Place of organization if a legal entity or place of residency and nationality if an individual: ________________________

INVESTMENT REPRESENTATIONS

The undersigned ("Purchaser"), being a purchaser of a membership interest (the "Membership Interest") in _______________________, LLC, a California limited liability company (the "Company"), hereby represents, warrants, and acknowledges that:

1. Purchaser has (i) a preexisting personal or business relationship with the Company or one or more of its [officers], or control persons or (ii) by reason of Purchaser's business or financial experience, or by reason of the business or financial experience of Purchaser’s financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Purchaser is capable of evaluating the risks and merits of this investment and of protecting Purchaser’s own interests in connection with this investment.

2. Purchaser has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or…

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This is the form that a new business submits to the IRS to obtain an Employer ID number. It is in pdf format.

MEMORANDUM ON OPERATION AND TAXATION OF NEWLY FORMED
CALIFORNIA LIMITED LIABILITY COMPANIES

[Date]

The purpose of this memorandum is to discuss certain procedures and operations relevant to a newly formed California limited liability company ("LLC"). The summaries below are not a complete analysis of the areas discussed, but rather they are provided to give a basic understanding of the legal requirements which a California LLC should follow. Because this discussion is general in nature, it should not be relied upon as exhaustive. Please feel free to contact our office if you have any questions.

The owners of an LLC are not called shareholders or partners but instead are referred to as members.

[Choose Alternative 1 or 2]:

1. [Your LLC is managed by its members and each member has authority similar to that of partners in a general partnership and may be referred to as a manager of the LLC.]

2. [Your LLC is manager-managed and will be managed by less than all of its members or by nonmembers, and only those persons with management authority are referred to as managers.]

Depending upon the structure of the LLC, the managers may have authority to act in a manner similar to general partners of a limited partnership or in a manner similar to a board of directors of a corporation. An LLC may, but is not required to, have officers.

II.  Articles of Organization

A California LLC is formed when its Articles of Organization have been filed with the Secretary of State’s office and the members have entered into an agreement regarding the affairs of the LLC and the conduct of its business. The Secretary of State’s office has created a simple preprinted form for the Articles which was used to form the LLC. However, there are many matters that the LLC might choose to include which are not required to make the Articles effective.

The Articles were required to include: (1) the name of the LLC; (2) a statement that the purpose of the LLC is to engage in any lawful act or activity permitted by law; (3) the name and address of the LLC’s initial agent for service of process; and (4) if the LLC is to be managed by one or more managers and not by all of its members, a statement to that effect.

The Articles also may contain any other provision not inconsistent with law, such as provisions limiting or restricting the business in which the LLC may engage or the powers that the LLC may exercise; governing the admission of members; setting forth events that will cause a dissolution of the LLC; stating whether there are limitations on the authority of mangers or members to bind the LLC and a description of those limitations; and prescribing the number and qualifications of managers. [These provisions, while not included in your Articles of Organization, could be added if appropriate.]

A Certificate of Amendment to the Articles must be filed with the Secretary of State’s office to effect a change in the LLC name; a change in the manner in which the LLC is managed (e.g., a member-managed LLC becomes manager-managed); a change in the time stated in the Articles as the latest date upon which the LLC will dissolve; or if the Articles describe the events that will cause a dissolution, any change in those events.

California law also allows an LLC to amend its Articles in any way it desires, so long as the Articles as amended contain only those provisions that would be lawful to insert if the Articles were filed at the time of the filing of the amendment.

III.  Operating Agreement

The agreement among the members regarding the affairs of the LLC and the conduct of its business is referred to as the Operating Agreement. The Operating Agreement not only defines the business relationship among the members, but also sets forth various procedures and matters affecting the governance of the LLC. The Operating Agreement may set forth the responsibilities of the members and managers, the number of managers, the manner of calling meetings of the members and managers (including the required notice for the meetings), the maintenance of LLC records, allocations of profits and losses, distribution rights, the issuance of reports to members, voting and proxy procedures, the regulation of the transfer of membership interests, and other general LLC matters. In connection with the formation of your LLC, an Operating Agreement was prepared.

[As California law mandates many of these provisions in the event that the Operating Agreement is silent, a "short-form" Operating Agreement which does not address all of these issues has been prepared for your LLC. Thus, the LLC must refer to applicable California law, rather than the Operating Agreement, for determining the method for compliance with various procedures and other matters.]

[The Operating Agreement may be adopted, amended, or repealed by the vote of the members; however, the terms of your Operating Agreement require [unanimous approval or the approval of a super majority of the voting interests of the members] before it may be adopted or changed.]

IV. Following Formalities

LLC status generally shields the members of the LLC from personal liability for the acts of the LLC. However, California law provides that members of an LLC will have personal liability for the acts of the LLC to the same extent that shareholders of a corporation have personal liability for the acts of the corporation.

California courts have respected the limited liability of shareholders of a California corporation as long as the corporation remains properly organized, adequately capitalized, and completely separate as a legal entity. If a court finds that the corporate privilege has been abused, the corporate entity may be disregarded for the purpose of remedying the specific abuse and the corporate shareholders may be liable for the corporation’s acts relating to that abuse.

The legal theory upon which shareholder liability is based is generally called the "alter ego doctrine." An individual attacking the corporate status to achieve shareholder liability will try to "pierce the corporate veil," to prove that the corporation is merely an agent of the individuals behind it. An individual trying to pierce the corporate veil and assert the alter ego doctrine must generally prove two things: first, that there is a unity of interest and ownership between the corporation and the shareholders, such that the corporation and the shareholders are no longer separate or individual; and second, that an injustice or fraud will occur, if the corporation’s actions are treated solely as the acts of the corporation.

An LLC can reduce the possibility that the individual members will be subject to liability for the LLC’s actions under the alter-ego doctrine by following the guidelines listed below:

1. The LLC should ensure that it is adequately capitalized to enable it to carry on its business.

2. The LLC should obtain adequate insurance to meet all of its insurance needs. It is suggested that the LLC consider coverage including general liability insurance, fire and casualty insurance, life and disability insurance for key personnel, insurance to fund repurchases of a membership interest in the event of death or disability of a member, business interruption insurance, and workers’ compensation insurance.

3. The LLC should observe all post formation formalities, including but not limited to, holding annual meetings if such meetings are required by the Operating Agreement; keeping minutes of such meetings and clear records of all LLC activities; maintaining separateness and arm’s length dealings between the LLC and the managers and/or principal members and requiring full disclosure of any competing interests; and assuring approval of the LLC’s transactions either by the members or the managers as appropriate. If the Operating Agreement does not require the holding of meetings of members or managers, the California limited liability company act provides that the failure to hold meetings or observe formalities relating to the calling or conduct of meetings shall not be considered a factor establishing that a member should be subject to personal liability for the LLC’s actions. Your Operating Agreement presently [does not] require[s] meetings of the members.]

4. Authorized persons.…

ORGANIZATIONAL RESOLUTIONS
OF THE MEMBERS [MANAGERS]
OF
______________________________________ LLC
A CALIFORNIA LIMITED LIABILITY COMPANY

APPOINTMENT OF ACCOUNTANTS.

RESOLVED, that ____________________ are hereby appointed to serve as the independent public accountants of this limited liability company for the fiscal year ending ______________________.

APPOINTMENT OF OFFICERS.

RESOLVED, that the following persons are elected to the office(s) indicated next to their names to serve until their successor(s) shall be duly elected, unless he or she resigns, is removed from office or is otherwise disqualified from serving as an officer of this limited liability company, to take their respective office(s) immediately upon such appointment:

Office Name
President and Chief Executive Officer
Senior Vice President
Vice President
Secretary
Chief Financial Officer
Assistant Secretary
Assistant Treasurer

APPROVAL OF AGREEMENT

RESOLVED, that the form of ____________________ Agreement presented to the Member [Managers] [in the form of Exhibit _____] is hereby approved and the Members [Managers] [or officers] of this limited liability company are, and each individually is, authorized and instructed, for and in the name of this limited liability company, to execute and deliver such Agreement in substantially the form [that was presented to the Members [Managers]] [as set forth on Exhibit _____], with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

RESOLVED, FURTHER, that the Members [Managers] [or officers] of this limited liability company be, and each acting alone is, hereby authorized, empowered and directed, for and on behalf of this limited liability company, to take or cause to be taken any and all actions, including, without limitation, the execution, acknowledgement, filing, amendment and delivery of any and all papers, agreements, documents, instruments and certificates, and the payment of such sums, as such officers may deem necessary or advisable to carry out and perform the obligations of this limited liability company under such Agreement and consummate the transactions contemplated therein.

NOTICE OF MEETING OF MEMBERS [MANAGERS]
OF
______________________________________ LLC
A CALIFORNIA LIMITED LIABILITY COMPANY

To the Members [Managers]:

The Members [Managers] of [Name of Limited Liability Company] will hold [their regular] [a special] meeting on [Date] at [Time] at [Place].

[This meeting will be held for the purpose of transacting the following business: [Description of business].]

_______________________________

Name: _________________________

Title: __________________________

Date: __________________________

DECLARATION OF MAILING OF NOTICE
OF MEMBERS [MANAGERS] MEETING
OF
______________________________________ LLC
A CALIFORNIA LIMITED LIABILITY COMPANY

I am the duly elected, qualified, and acting [Name of Office] of [Name of Limited Liability Company].

On [Date of Mailing], I caused to be mailed a Notice of Meeting of the Members [Managers] of [Name of Limited Liability Company] to each of the Members [Managers] of this limited liability company, by depositing a true and correct copy of the notice (in the form attached) in the United States mail at [City], California, in a sealed envelope with postage prepaid, addressed to his/her last known address as listed in the records of this limited liability company or given to this limited liability company for the purpose of notice.

Executed on _______________________ at [City], California.

_______________________________

Name: _________________________

Title: __________________________

WAIVER OF NOTICE AND CONSENT TO HOLDING
MEETING OF [MEMBERS] MANAGERS
OF
______________________________________ LLC
A CALIFORNIA LIMITED LIABILITY COMPANY

We, the undersigned, constituting all of the Members [Managers] of [Limited Liability Company], do hereby waive notice and consent to the holding of the [regular] [special] meeting of …

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This is the form to be filed with the Securities and Exchange Commission when invoking a Regulation D exemption from the registration requirements of the federal securities laws when the company offers and sells a security. It is in pdf format.

OPERATING AGREEMENT
FOR
______________________________________ LLC
A CALIFORNIA LIMITED LIABILITY COMPANY

This Operating Agreement (this "Agreement") is made as of ________, 20___, by and among the parties listed on the signature pages hereof (collectively referred to as the "Members" or individually as a "Member"), with reference to the following facts:

1. The Members [have/will cause to be] filed Articles of Organization (the "Articles") for ______________ LLC (the "Company"), a limited liability company under the laws of the State of California, with the California Secretary of State.

2. The Members desire to adopt and approve an operating agreement for the Company under the Beverly-Killea Limited Liability Company Act (the "Act").

NOW, THEREFORE, the Members by this Agreement set forth the operating agreement for the Company upon the terms and subject to the conditions of this Agreement.

ARTICLE I
ORGANIZATIONAL MATTERS

1.1 Name. The name of the Company shall be "__________________________ LLC." The Company may conduct business under that name or any other name approved by the Members.

1.2 Term. The Company’s existence commenced as of the date of the filing of the Articles and shall continue until dissolved pursuant to the provisions of this Agreement.

1.3 Office and Agent. The Company shall continuously maintain an office and registered agent in the State of California as required by the Act. The principal office of the Company shall be at ___________________________________ or such other location as the Members may determine. The registered agent shall be as stated in the Articles or as otherwise determined by the Members.....

OPERATING AGREEMENT
FOR
______________________________________ LLC
A CALIFORNIA LIMITED LIABILITY COMPANY

THIS OPERATING AGREEMENT (this "Agreement") is made and entered as of by _____ (the "Member") as the sole and initial Member of _____, LLC, a California limited liability company to be formed (the "Company") and is as follows:

1. DEFINITIONS.

All capitalized terms used in this Agreement are equally applicable to both the singular and plural derivations of the defined terms:

"Act" means the Beverly Killea Limited Liability Company Act, codified in the California Corporations Code, Section 17000 et seq., as amended from time to time.

"Member" means the initial member identified above and all new, or substitute Members, pursuant Section 11 of this Agreement.

2. ORGANIZATION.

2.1 Formation. Promptly upon the Member's execution of this Agreement, [the Member] [or] [name of promoter or organizing attorney], shall execute and file Articles of Organization (the "Articles") with the California Secretary of State (the "Secretary") to form the Company. This Agreement shall govern the Member's rights and obligations and the Company's administration to the extent permitted by the Act.

2.2 Name. The Company's name is "_____ LLC". The Company may conduct business under any other name the Member deems necessary or desirable to comply with local law.

2.3 Purpose. The Company's purpose is to engage in any lawful act or activity for which a limited liability company may be organized under the Act on the terms and conditions and subject to the limitations set forth in this Agreement.

2.4 Term. The Company's existence commenced on the date the Articles were filed with the Secretary and shall continue until dissolved pursuant to Section 10 of this Agreement....