Limited Liability Company Operating Agreement Template - New York

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Operating Agreement For ____________, LLC
A New York Limited Liability Company
This Operating Agreement (the "Agreement") is made effective as of ______, by and among and those
Persons (the “Members”) identified in Exhibit A.
In consideration of the mutual covenants and conditions herein, the Members agree as follows:
ARTICLE I
ORGANIZATION
1.1 Formation and Qualification. The Members have formed a limited liability company (the
“Company”) under the New York Limited Liability Company Act (currently Chapter 18 of Title 6 of the New
York Code) (the "Act") by filing Articles of Organization with the New York Secretary of State.
1.2 Governing Law. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York, including the New York Limited Liability Company Act,
(the "Act") as amended from time to time, without regard to New York's conflicts of laws principles. The
rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the
extent that any provision of this Agreement is inconsistent with any provision of the Act, this Agreement
shall govern to the extent permitted by the Act.
1.3 Name. The name of the Company shall be " ___________, LLC." The business of the
Company may be conducted under that name or, on compliance with applicable laws, any other name that
the Voting Members deem appropriate or advisable. The Voting Members on behalf of the Company shall
file any certificates, articles, fictitious business name statements and the like, and any amendments and
supplements thereto, as the voting Members consider appropriate or advisable.
1.4 Term. The term of the Company commenced on the filing of the Articles of Organization and
shall be perpetual unless dissolved as provided in this Agreement.
1.5 Office and Agent. The principal office of the Company shall be at such place or places of
business within or without the State of New York as the Voting Members may determine. The Company
shall continuously maintain a registered agent in the State of New York as required by the Act. The registered
agent shall be as stated in the Certificate or as otherwise determined by the Voting Members.
1.6 Purpose of Company. The purpose of the Company is to engage in all lawful activities,
including, but not limited to the following activities:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
ARTICLE II
MEMBERSHIP INTERTESTS, VOTING AND MANAGEMENT
Section 2.1 Initial Members. The initial Members of the Company are the Members who are
identified in Exhibit A.
Section 2.2 Classification of Membership Interests. The Company shall issue Class A Voting
Capital (“Voting Capital”), to the Voting Members (the “Voting Members”). The Voting Members shall have
Operating Agreement For ____________, LLC
A New York Limited Liability Company
This Operating Agreement (the "Agreement") is made effective as of ______, by and among and those
Persons (the “Members”) identified in Exhibit A.
In consideration of the mutual covenants and conditions herein, the Members agree as follows:
ARTICLE I
ORGANIZATION
1.1 Formation and Qualification. The Members have formed a limited liability company (the
“Company”) under the New York Limited Liability Company Act (currently Chapter 18 of Title 6 of the New
York Code) (the "Act") by filing Articles of Organization with the New York Secretary of State.
1.2 Governing Law. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York, including the New York Limited Liability Company Act,
(the "Act") as amended from time to time, without regard to New York's conflicts of laws principles. The
rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the
extent that any provision of this Agreement is inconsistent with any provision of the Act, this Agreement
shall govern to the extent permitted by the Act.
1.3 Name. The name of the Company shall be " ___________, LLC." The business of the
Company may be conducted under that name or, on compliance with applicable laws, any other name that
the Voting Members deem appropriate or advisable. The Voting Members on behalf of the Company shall
file any certificates, articles, fictitious business name statements and the like, and any amendments and
supplements thereto, as the voting Members consider appropriate or advisable.
1.4 Term. The term of the Company commenced on the filing of the Articles of Organization and
shall be perpetual unless dissolved as provided in this Agreement.
1.5 Office and Agent. The principal office of the Company shall be at such place or places of
business within or without the State of New York as the Voting Members may determine. The Company
shall continuously maintain a registered agent in the State of New York as required by the Act. The registered
agent shall be as stated in the Certificate or as otherwise determined by the Voting Members.
1.6 Purpose of Company. The purpose of the Company is to engage in all lawful activities,
including, but not limited to the following activities:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
ARTICLE II
MEMBERSHIP INTERTESTS, VOTING AND MANAGEMENT
Section 2.1 Initial Members. The initial Members of the Company are the Members who are
identified in Exhibit A.
Section 2.2 Classification of Membership Interests. The Company shall issue Class A Voting
Capital (“Voting Capital”), to the Voting Members (the “Voting Members”). The Voting Members shall have
the right to vote upon all matters upon which Members have the right to vote under the Act or under this
Agreement, in proportion to their respective Percentage Voting Interest ("Percentage Voting Interest") in the
Company. The Percentage Voting Interest of a Voting Member shall be the percentage that is derived when
the Member’s Voting Capital account is divided by the total of all of the Voting Capital accounts.
The Company may issue Class B, Nonvoting Capital (“Nonvoting Capital”). Members may own interests in
both Voting Capital and Nonvoting Capital. Members who own interests only in Nonvoting Capital
(“Nonvoting Members”) shall have no right to vote upon any matters. Notwithstanding, to the extent
otherwise permitted by this agreement, a Nonvoting Member shall have the right to file or participate in a
mediation or an arbitration action, and shall be bound by an amendment to this agreement only if he signs
such amendment.
Section 2.3 Percentage Ownership and Voting Interests. A Member’s Ownership Interest
(“Ownership Interest”) is the total of his interests in Voting Capital and Nonvoting Capital, together with all
of the rights, as a Member or Manager of the Company, that arise from such interests. The Percentage
Ownership Interest ("Percentage Ownership Interest") of a Member shall be calculated by adding together
that Member’s Voting Capital Account and Nonvoting Capital Account, and then dividing this sum by the
total of all of the Member’s Voting Capital and Nonvoting Capital Accounts.
The Members shall have the initial Ownership, Percentage Ownership and Percentage Voting Interests in the
Company that are identified in Exhibit A, immediately following the making of the capital contributions set
forth therein.
Section 2.4 Management by Voting Members. The Voting Members shall manage the Company
and shall have the right to vote, in their capacity as Managers, upon all matters upon which Managers have
the right to vote under the Act or under this Agreement, in proportion to their respective Percentage Voting
Interests in the Company. Voting Members need not identify whether they are acting in their capacity as
Members or Managers when they act.
The Nonvoting Members shall have no right to vote or otherwise participate in the management of the
Company. No Nonvoting Member shall, without the prior written consent of all of the Voting Members, take
any action on behalf of, or in the name of, the Company, or enter into any contract, agreement, commitment
or obligation binding upon the Company, or perform any act in any way relating to the Company or the
Company's assets.
Section 2.5 Voting. Except as otherwise provided or permitted by this Agreement, Voting Members
shall in all cases, in their capacity as Members or Managers of the Company, act collectively, and, unless
otherwise specified or permitted by this Agreement, unanimously.
Except as otherwise provided or
permitted by this Agreement, no Voting Member acting individually, in his capacity as a Member or Manager
of the Company, shall have any power or authority to sign for, bind or act on behalf of the Company in any
way, to pledge the Company's credit, or to render the Company liable for any purpose.
Unless the context requires otherwise, in this Agreement, the terms “Member” or “Members,” without the
qualifiers “Voting” or “Nonvoting,” refer to the Voting and Nonvoting Members collectively; and the terms
“Manager” or “Managers” refers to the Voting Members.
Section 2.6 Liability of Members. All debts, obligations and liabilities of the Company, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and
no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by
reason of being a Member.
Section 2.7 New Members. The Voting Members may issue additional Voting Capital or
Nonvoting Capital and thereby admit a new Member or Members, as the case may be, to the Company, only
if such new Member (i) is approved unanimously by the Voting Members; (ii) delivers to the Company his
required capital contribution; (iii) agrees in writing to be bound by the terms of this Agreement by becoming
a party hereto; and (iv) delivers such additional documentation as the Voting Members shall reasonably
require to so admit such new Member to the Company.
Upon the admission of a new Member or Members, as the case may be, to the Company, the capital accounts
of Members, and the calculations that are based on the capital accounts, shall be adjusted appropriately.
ARTICLE III
CAPITAL ACCOUNTS
3.1 Initial Capital Contributions. Each original Member to this Agreement shall make an initial
Capital Contribution to the Company in accordance with Exhibit A, at the time of each Member's execution
of this Agreement.
3.2 Capital Accounts. A separate capital account shall be maintained for each Member’s ownership
interest in Class A Voting Capital (the "Voting Capital Account") and Class B Nonvoting Capital (the
"Nonvoting Capital Account").
The capital account of each Member shall be increased by (i) the amount of any cash and the fair market
value of any property contributed to the Company by such Member (net of any liability secured by such
contributed property that the Company is considered to assume or take subject to), (ii) the amount of income
or profits allocated to such Member.
The capital account or accounts of each Member shall be reduced by (i) the amount of any cash and the fair market
value of any property distributed to the Member by the Company (net of liabilities secured by such distributed
property that the Member is considered to assume or take subject to on account of his ownership interest), (ii) the
amount of expenses or loss allocated to the Member. If any property other than cash is distributed to a Member,
the Capital Accounts of the Members shall be adjusted as if the property had instead been sold by the Company
for a price equal to its fair market value and the proceeds distributed.
Guaranteed Payments (“Guaranteed Payments”) for salary, wages, fees, payments on loans, rents, etc., may be
made to the Members. Guaranteed Payments shall not be deemed to be distributions to the Members on
account of their Ownership Interests, and shall not be charged to the Members’ capital accounts.
No Member shall be obligated to restore any negative balance in his Capital Account. No Member shall be
compensated for any positive balance in his Capital Account except as otherwise expressly provided herein.
The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital
Accounts are intended to comply with the provisions of Regulations Section 1.704-1(b)(2) and shall be
interpreted and applied in a manner consistent with such Regulations. The Members agree that the initial
Capital Accounts of the Members on the date hereof are as set forth in Exhibit A.
3.3 Additional Contributions. If, at any time or times hereafter, the Voting Members shall
determine that additional capital is required by the Company, the Voting Members shall determine the
amount of such additional capital and the anticipated time such additional capital will be required; whether
such additional capital shall be provided by the Members by way of additional Capital Cont ributions or by
way of loans from Members; whether additional Capital Contributions, if any, shall be of in the form of
Class A Voting Capital or Class B Nonvoting Capital. No Member shall be obligated, at any time, to
guarantee or otherwise assume or become liable for any obligations of the Company or to make any
additional Capital Contributions advances or loans to the Company, unless such obligations are specifically
accepted and agreed to by such Member.
In the event that additional Class A Voting Capital is to be issued, the Voting Members who exist
immediately prior to such issuance shall be provided written notice of this intent, and shall be offered in such
notice the opportunity to make additional capital contributions in Class A Voting Capital in proportion to
their respective Percentage Voting Interests; provided that this right, if not exercised within ninety (90) days
after such notice is received, shall expire automatically, unless this period is extended by the Voting Members.
Any loans or additional capital contributions shall be voluntary.
The capital accounts of the Members, and the calculations that are based on the capital accounts, shall be
adjusted appropriately to reflect any transfer of an interest in the Company, distributions, or additional capital
contributions.
ARTICLE IV
MANNER OF ACTING
4.1 Officers and Agents of the Company. The Voting Members may authorize any Member or
Members of the Company, or other individuals or entities, whether or not a Member, to take action on behalf
of the Company, as the Voting Members deem appropriate. Any Member may lend money to and receive
loans from the Company, act as an employee, independent contractor, lessee, lessor, or surety of the
company, and transact any business with the Company that could be carried out by someone who is not a
Member; and the Company may receive from or pay to any Member remuneration, in the form of wages,
salary, fees, rent, interest, or any form that the Voting Members deem appropriate.
The Voting Members may appoint officers of the Company who, to the extent provided by the Voting
Members, may have and may exercise all the powers and authority of the Members or Managers in the
conduct of the business and affairs of the Company. The officers of the Company may consist of a President,
a Treasurer, a Secretary, or other officers or agents as may be elected or appointed by the Voting Members.
The Voting Members may provide rules for the appointment, removal, supervision and compensation of
such officers, the scope of their authority, and any other matters relevant to the positions. The officers shall
act in the name of the Company and shall supervise its operation, within the scope of their authority, under
the direction and management of the Voting Members.
Any action taken by a duly authorized officer, pursuant to authority granted by the Voting Members in
accordance with this Agreement, shall constitute the act of and serve to bind the Company, and each Member
hereby agrees neither to dispute such action nor the obligation of the Company created thereby.
4.2 Meetings of Voting Members. No regular, annual, special or other meetings of Voting
Members are required to be held. Any action that may be taken at a meeting of Voting Members may be
taken without a meeting by written consent in accordance with the Act. Meetings of the Voting Members, for
any purpose or purposes, may be called at any time by a majority of the Voting Members, or by the President
of the Company, if any. The Voting Members may designate any place as the place of meeting for any
meeting of the Voting Members. If no designation is made, the place of meeting shall be the principal place
of business of the Company.
4.3 Notice of Meetings. In the event that a meeting of the Voting Members is called, written notice
stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called
shall be delivered not less than five nor more than sixty business days before the date of the meeting unless
otherwise provided, either personally or by mail, by or at the direction of the Members calling the meeting, to
each Voting Member. Notice of a meeting need not be given to any Voting Member who signs a waiver of
notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of
notice to such Voting Member.
4.4 Record Date. For the purpose of determining Voting Members entitled to notice of or to vote
at any meeting of Voting Members or any adjournment thereof, the date on which notice of the meeting is
provided shall be the record date for such determination of the Voting Members. When a determination of
Voting Members has been made as provided in this Section, such determination shall apply to any
adjournment thereof.
4.5 Quorum. Members holding at least 67% of the Voting Capital in the Company represented in
person, by telephonic participation, or by proxy, shall constitute a quorum at any meeting of Voting
Members. In the absence of a quorum at any such meeting, a majority of the Voting Members so represented
may adjourn the meeting from time to time for a period not to exceed sixty days without further notice.
However, if the adjournment is for more than sixty days, or if after the adjournment a new record date is
fixed for another meeting, a notice of the adjourned meeting shall be given to each Voting Member. The
Voting Members present at a duly organized meeting may continue to transact business only as previously
provided on the agenda until adjournment, notwithstanding the withdrawal during such meeting of that
number of Voting Members whose absence would cause less than a quorum.
4.6 Voting. If a quorum is present, a unanimous vote of the Voting Members so represented shall be
the act of the Members or Managers, unless the vote of a lesser proportion or number is otherwise required
by the Act, by the Certificate or by this Agreement.
ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS
5.1 Allocations of Profits and Losses. Profits and Losses, after deducting Guaranteed Payments,
shall be allocated among the Members in proportion to their Percentage Ownership Interests. Any special
allocations necessary to comply with the requirements set forth in Internal Revenue Code Section 704 and the
corresponding Regulations, including, without limitation, the qualified income offset and minimum gain
chargeback provisions contained therein, shall be made if the Voting Members deem these actions to be
appropriate.
5.2 Distributions. Subject to applicable law and any limitations elsewhere in this Agreement, the
Voting Members shall determine the amount and timing of all distributions of cash, or other assets, by the
Company. Except as otherwise provided in this Agreement, all distributions shall be made to all of the
Members, in proportion to their Percentage Ownership Interests. Except as otherwise provided in this
Agreement, the decision as to whether to make distributions shall be within the sole discretion of the Voting
Members.
All such distributions shall be made only to the Members who, according to the books and records of the
Company, are the holders of record on the actual date of distribution. The Voting Members may base a
determination that a distribution of cash may be made on a balance sheet, profit and loss statement, cash flow
statement of the Company or other relevant information. Neither the Company nor the Members shall incur
any liability for making distributions.
5.3 Form of Distribution. No Member has the right to demand and receive any distribution from
the Company in any form other than money. No Member may be compelled to accept from the Company a
distribution of any asset in kind in lieu of a proportionate distribution of money being made to other
Members except on the dissolution and winding up of the Company.
ARTICLE VI
TRANSFER AND ASSIGNMENT OF INTERESTS
6.1 Resignation of Membership and Return of Capital. For a period of one (1) year after the
Articles of Organization for the Company are filed (“the filing”), no Member may voluntarily resign his
membership in the Company, and no Member shall be entitled to any return of capital from the company,
except upon the written consent of all of the other Voting Members. During the second year after the filing, a
Member may voluntarily resign his membership, but such Member shall be entitled to receive from the
Company only the book value of his Ownership Interest, adjusted for profits and losses to the date of
resignation, unless otherwise agreed by written consent of all of the other Voting Members. Subsequent to
the second year after filing, a Member may voluntarily resign his membership and shall be entitled to receive
from the Company the fair market value of his Ownership Interest, adjusted for profits and losses to the date
of resignation. Fair market value may be determined informally by unanimous agreement of all of the Voting
Members, including the resigning Member. In the absence of an informal agreement as to fair market value,
the Voting Members shall hire an appraiser to determine fair market value. The cost of any appraisal shall be
deducted from the fair market value to which the resigning Member is entitled. The other Voting Members

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