Fillable Printable Manager Managed Llc Operating Agreement Template

Manager Managed Llc Operating Agreement Template

SAMPLE OPERATING AGREEMENT

TX-00LLC-1

FOR A MULTI-MEMBER LLC

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.

Read carefully and make appropriate changes to suit your

individual needs and purposes.

OPERATING AGREEMENT

______________________________________

A TEXAS 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 Texas limited liability company named

___________________________________________________ ("LLC"). The operation of the

LLC shall be governed by the terms of this Agreement and the applicable laws of the State of

Texas relating to the formation, operation and taxation of a LLC, specifically the provisions of

the Texas 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 Law and this Agreement. The Parties intend that the 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 Texas Secretary of State on _________________________,

thereby creating the LLC.

3. Business

. The business of the LLC shall be to engage in any lawful business activity in the

State of Texas and in such other jurisdictions where legally allowed.

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. 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 except 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 action 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) The initial Manager(s) is/are:

_________________________________________________________.

10. Officers and Relating Provisions

. In the event the Members elect to manage the LLC,

rather than appointing a manager, the Members shall appoint officers for 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. All officers shall be members of the LLC. The officers shall act

in the name of the LLC and shall supervise its operation under the direction and management of

the Members, as further described below.

(b) Election and Term of Office

. The officers of the LLC shall be elected

annually by the Members by a majority vote. Vacancies may be filled or new offices created and

filled at any meeting of the Members. Each officer shall hold office until his/her death, until

he/she shall resign, or until he/she is removed from office. Election or appointment of an officer

or agent shall not of itself create a contract right.

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

shall preside at all meetings of the Members. The President shall have such other powers and

perform such duties as are specified in this Agreement and as may from time to time be assigned

by the Members of the 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 treasurer and such other duties as from time to time may be

assigned by the President or by the Members 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 interest 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 Members 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 business of

the LLC. The amount of any additional cash contribution shall be based on the Member's then

existing percentage interest. To the extent a Member is unable to meet a cash call, the other

Members can contribute the unmet call on a pro rata basis based on the Members' percentage

interests at that time, and the percentage interest of each Member will be adjusted accordingly.

15. Record of Contributions/Percentage Interests

. This Agreement, any amendment(s) to this

Agreement, and all Resolutions of the Members of the 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 shall 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 determined by a majority of the

Members. Any such distributions shall be allocated among the Members on the basis of the

Members' percentage interests in the LLC.

18. Change in Interests

. If during any year there is a change in a Member's percentage interest,

the Member's share of profits and losses and distributions in that year shall be determined under

a method which takes into account the varying interests during the year.

ARTICLE V

VOTING; CONSENT TO ACTION

19. Voting by Members. Members shall be entitled to vote on all matters which provide for a

vote of the Members in accordance with each Member’s percentage interest.

20. Majority Required

. Except as otherwise required, a majority of the Members, based upon

their percentage ownership, is required for any action.

21. Meetings - Written Consent

. Action of the Members may be accomplished with or without

a meeting. If a meeting is held, evidence of the action shall be by Minutes or Resolution

reflecting the action of the Meeting, signed by a majority of the Members. Action without a

meeting may be evidenced by a written consent signed by a majority of the Members.

22. Meetings

. Meetings of the Members may be called by any Member owning 10% or more

of the 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 position would use under

similar circumstances. No Member or officer shall have any liability to 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 loss 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

participate 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 relating 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 to any

other Member by reason of participating in any such other business, investment or activity.

26. Protection of Members and Officers

(a) As used herein, the term “Protected Party” refers to the Members and officers

of the Company.

(b) To the extent that, at law or in equity, a Protected Party has duties (including

fiduciary duties) and liabilities relating thereto to the LLC or to any other

Protected Party, a Protected Party acting under this Agreement shall not be

liable to the LLC or to any other 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, profits 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

liabilities 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 liabilities of such Protected Party.

d) Whenever this Agreement permits or requires a Protected Party to make a decision in

its “discretion” or under a grant of similar authority or latitude, the Protected Party

shall be entitled to consider only such interests and factors as it desires, including its

own interests, and shall have no duty or obligation to give any consideration to any

interest of or factors affecting the LLC or any other Person.

e) Whenever this Agreement permits or requires a Protected Party to make a decision

using a “good faith” or under another express standard, the Protected Party shall act

under such express standard and shall not be subject to any other or different standard

imposed by this Agreement or other applicable law.

27. Indemnification and Insurance

(a) Right to Indemnification

(i) Any person who is or was a member or officer of the 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 agrees to

immediately repay to LLC all funds expended by the LLC on behalf of the member or

officer.

. 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.

(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.