Limited Liability Company Operating Agreement Template - Alaska

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Pursuant with the Alaska Revised Limited Liability Company Act

Title 10 Chapter 10.50

LIMITED L IABILITY C OMPANY O PERATING A GREEMENT

FOR

Name Of LLC

AN ALASKA LIMITED LIABILITY COMPANY

THIS O PERATING A GREEMENT ( “Agreement”) i s e ntered i nto t his _ _____ d ay o f

_________________________, 2 0____, b y a nd b etween t he f ollowing p erson(s):

_________________________________________________________________________________

First

Middle

Last

_________________________________________________________________________________

First

Middle

Last

_________________________________________________________________________________

First

Middle

Last

________________________________________________________________________________

First

Middle

Last

(Hereinafter R eferred t o a s t he “ Parties” o r “ Members”)

All M embers i n t he a bove-‐described L imited L iability C ompany a gree a s

follows;

FORMATION O F L IMITED L IABILITY C OMPANY

FORMATION O F L LC. T he P arties h ave f ormed a L imited L iability

Company n amed _ ____________________________________________________________

Name Of LLC

(Hereinafter r eferred t o a s t he “ LLC”) i n t he S tate o f _ ___________________.

State

The L LC s hall b e o perated b y t he t erms o f t his A greement a nd t he

applicable l aws o f t he S tate o f _ _______________________________________

State

relating t o t he f ormation, t axation a nd o peration o f a L LC. T he

Members a gree t hat t he L LC s hall b e t axed a s a p artnership. T he

partnership s hall b e i noperative i f t here a re a ny p rovisions o f t his

agreement t hat m ay c ause t he L LC n ot t o b e t axed a s a p artnership.

Pursuant with the Alaska Revised Limited Liability Company Act

Title 10 Chapter 10.50

LIMITED L IABILITY C OMPANY O PERATING A GREEMENT

FOR

Name Of LLC

AN ALASKA LIMITED LIABILITY COMPANY

THIS O PERATING A GREEMENT ( “Agreement”) i s e ntered i nto t his _ _____ d ay o f

_________________________, 2 0____, b y a nd b etween t he f ollowing p erson(s):

_________________________________________________________________________________

First

Middle

Last

_________________________________________________________________________________

First

Middle

Last

_________________________________________________________________________________

First

Middle

Last

________________________________________________________________________________

First

Middle

Last

(Hereinafter R eferred t o a s t he “ Parties” o r “ Members”)

All M embers i n t he a bove-‐described L imited L iability C ompany a gree a s

follows;

FORMATION O F L IMITED L IABILITY C OMPANY

FORMATION O F L LC. T he P arties h ave f ormed a L imited L iability

Company n amed _ ____________________________________________________________

Name Of LLC

(Hereinafter r eferred t o a s t he “ LLC”) i n t he S tate o f _ ___________________.

State

The L LC s hall b e o perated b y t he t erms o f t his A greement a nd t he

applicable l aws o f t he S tate o f _ _______________________________________

State

relating t o t he f ormation, t axation a nd o peration o f a L LC. T he

Members a gree t hat t he L LC s hall b e t axed a s a p artnership. T he

partnership s hall b e i noperative i f t here a re a ny p rovisions o f t his

agreement t hat m ay c ause t he L LC n ot t o b e t axed a s a p artnership.

II.

BUSINESS. T he p rimary b usiness o f t he L LC s hall b e:

Primary Business of LLC

The L LC s hall b e l egally a llowed t o c onduct o r p romote a ny l awful

business o r p urpose w ithin t he S tate o f _ __________________________________

State

or a ny o ther j urisdiction w here t he L LC m ay b e c onducting b usiness

activities.

III.

ARITCLES O F O RGANIZATION. T he L LC a cting t hrough o ne o f i ts

Members n amed _ ___________________________________________________________,

First

Middle

Last

filed A rticles o f O rganization, ( “Articles”) i n t he r ecords o f t he

___________________________________ S ecretary o f S tate o n _ ____________________

State

Date

and t hus, c reating t he L LC.

IV.

PLACE O F B USINESS. T he o fficial p lace o f b usiness o f t he L LC s hall b e

Street Address

City o f _ __________________________________ S tate o f _ ___________________________

City

State

Zip C ode _ __________________________________.

Zip Code

REGISTERED O FFICE. T he o fficial r egistered o ffice o f t he L LC s hall b e

Street Address

City o f _ __________________________________ S tate o f _ ___________________________

City

State

Zip C ode _ __________________________________. I f a t a nytime t he r egistered

Zip Code

office s hould c hange, a ll m embers a nd n ecessary g overnment

authorities s hall b e n otified.

VI.

REGISTERED A GENT. T he o fficial r egistered a gent o f t he L LC s hall b e

First

Middle

Last

If a t a nytime t he r egistered a gent s hould c hange, a ll m embers a nd

necessary g overnment a uthorities s hall b e n otified.

VII.

FISCAL Y EAR. T he L LC’s f iscal a nd t ax y ear s hall e nd _ __________________.

Date

VIII.

DURATION. The L LC w ill c ommence b usiness a s o f t he d ate o f f iling

and w ill c ontinue i n p erpetuity.

IX.

INITIAL M EMBERS. The i nitial M embers o f t he L LC, t heir i nitial

capital c ontributions, a nd t heir p ercentage i nterest i n t he L LC a re a s

follows:

Capital

Percentage

Members

Contribution

Interest i n L LC

(If a ny)

ADDITIONAL M EMBERS. U pon t he c onsent o f a m ajority o f t he

Members a nd i n c ompliance w ith t he p rovisions o f t his a greement,

new m embers m ay b e a dmitted.

XI.

MANAGEMENT. The Members have elected to manage the LLC as

follows ( check a s a ppropriate):

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 as

otherwise p rovided i n t his A greement.

The Members hereby delegate the management of the LLC to

Managers(s), s ubject t o t he l imitations s et o ut i n t his a greement.

There s hall b e _ _________ i nitial M anagers.

# of Managers

The i nitial M anager(s) i s/are:

________________________________________________________________________________

First

Middle

Last

________________________________________________________________________________

First

Middle

Last

________________________________________________________________________________

First

Middle

Last

________________________________________________________________________________

First

Middle

Last

A Manager shall hold their position until the Members elect a

successor.

The M embers s hall e lect a nd m ay r emove t he M anager(s) b y m ajority

vote.

The authority shall be held by the Members to take all necessary and

proper a ctions i n o rder t o c onduct t he b usiness o f t he L LC.

Any Manager can take any appropriate action on behalf of the LLC,

including, but not limited to signing checks, executing leases, and

signing l oan d ocuments e xcept f or d ecisions c oncerning d istributions.

With or without the notice of a meeting, the action of the Manager

shall be based on a majority vote of the Managers when determining

the t iming a nd t otal a mount o f d istribution t o t he M embers.

The compensation to the Manager(s) shall be in the discretion of the

majority o f t he M embers o f t he L LC.

XII.

OFFICERS AND RELATING PROVISIONS. If the Members decide to

manage t he L LC, r ather t han a ppointing a M anager, t he M embers s hall

appoint o fficers f or t he L LC a nd t he f ollowing p rovisions s hall a pply:

(a)

OFFICERS. T he o fficers o f t he L LC s hall c onsist o f a p resident, a

treasurer a nd a s ecretary, o r o thers t hat m ay b e e lected a nd

appointed b y t he M embers. A M ember m ay h old m ore t han

one or all offices. The officers shall supervise the operation

of the LLC under the direction and management of the

Members, a s f urther d escribed b elow.

(b)

TERM OF OFFICE/ELECTION. The Members shall elect the

officers of the LLC annually by a majority vote. Vacancies

may be filled or new offices created and filled at any

meeting of the Members. All officers shall hold their office

positions unless until their death, removal of office, or

resignation. Election or appointment of an officer or agent

shall n ot o f i tself c reate a c ontract r ight.

(c)

REMOVAL. The Members may decide to remove any officer or

agent b y a m ajority v ote w henever t hey d ecide t hat t he b est

interest of the company would be served thereby. If a

officer or agent is removed, it shall be without prejudice to

the c ontract r ights.

(d)

PRESIDENT. The President shall be the chief executive officer

of the LLC and shall be present at all meetings of the

Members. The president shall have all powers to perform

such d uties t hat a re o utlined i n t his A greement.

(e)

THE TREASURER. The Treasurer shall be the chief financial

officer o f t he L LC. T he T reasurer i s r esponsible f or a ll f unds

and s ecurities o f t he L LC. T he T reasurer s hall p reside a t t he

meeting of the Members when the President is absent. The

treasurer must receive and give receipts for moneys due

and p ayable t o t he L LC f rom a ny m oney s ource w hatsoever,

and deposit all such moneys in the name of the LLC in any

such money institution, which shall be selected by the

Members o f t he L LC. T he T reasurer s hall p erform a ll o ther

duties t hat m ay b e a ssigned t o t he o ffice o f t reasurer b y t he

President o r b y t he M embers o f t he L LC.

(f)

SECRETARY. The Secretary shall keep a time log of the

Members meetings in a file provided for that purpose and

also see that all notices are duly given in accordance with

the p rovisions o f t his A greement o r a s r equired b y l aw. T he

Secretary shall have custody of the LLC records, addresses

of M embers, M ember’s r esolutions, a nd o ther d ocuments t o

the LLC as true and correct. The Secretary shall preside at

the meetings of the Members in the absence of the

President and Treasurer and also perform all other duties

that may be assigned to the office of secretary by the

President o r b y t he M embers o f t he L LC.

(g)

VACANCIES. A vacancy is any office because of death,

resignation, r emoval, a nd d isqualification o r o therwise m ay

be filled by the Members for the unexpired portion of the

term.

XIII. 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)

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