Fillable Printable Operating Agreement For Llc Template

Operating Agreement For Llc Template

OPERATING AGREEMENT OF

YOUR COMPANY NAME, LLC

to produce the motion picture

TITLE OF YOUR MOVIE

(the “Picture”)

THIS AGREEMENT IS BEING USED IN LIEU OF A PROSPECTUS OR OFFERING CIRCULAR PURSUANT TO

AN EXEMPTION UNDER VIRGINIA LAW. THE ATTORNEY GENERAL OF THE STATE OF VIRGINIA

HAS NOT REVIEWED THIS DOCUMENT OR ANY OTHER DOCUMENT SUBMITTED TO INVESTORS IN

CONNECTION WITH THIS OFFER FOR THE ADEQUACY OF ITS DISCLOSURE AND DOES NOT PASS ON THE

MERITS OF THIS OFFERING. THIS OPERATING AGREEMENT IS ONLY APPLICABLE SHOULD THE

INVESTOR SIGN THE ATTACHED SUBSCRIPTION AGREEMENT WHICH IS THEN APPROVED BY THE

MANAGER

This Limited Liability Company Operating Agreement (the “Agreement”) is made and entered into as of the _____

day of _____, 2013 by and YOUR PARENT COMPANY, COMPANY as Organizer and Manager

(sometimes hereinafter referred to as “Manager”) of YOUR COMPANY NAME Film, LLC (the “Company”), and

such parties who from time to time execute this Agreement as Members.

The parties hereto desire to form the COMPANY pursuant to Chapter 12 of Title 13.1 of the Code of Virginia in

order to engage in business hereinafter described upon terms and conditions hereinafter set forth.

The parties hereto wish YOUR PARENT COMPANY, COMPANY to act as the “Manager” and to be an Authorized

Person to act on behalf of the Company. The Manager shall hold office until death or resignation.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, the parties agree

as follows:

1.DEFINITIONS:

(a) Agreement: “Agreement” means this Limited Liability Company Operating Agreement, as originally

executed and as amended from time to time, as the context requires.

(b) Articles of Organization: “Articles of Organization” means the articles of organization filed with the

Commonwealth of Virginia for the purpose of forming the Company.

sum of all cash receipts of the Company from any and all sources, less all cash disbursements (including loan

repayments) and a reasonable allowance for reserves, contingencies and anticipated obligations as determined

by the Manager.

(d) Capital Contribution: “Capital Contribution” shall mean the total amount of money contributed to the

Company by a Member in return for a share of the Company's Net Profits as more fully described herein.

(e) Expenses: “Expenses” means contingent expenses and liabilities, as well as unmatured expenses and

liabilities, and until the final determination thereof, the Manager shall have the absolute right to establish

reserves, the amounts of which the Manager shall deem advisable in the Manager's sole discretion.

(f) Fiscal Year: “Fiscal Year” means the period of January 1 to and including December 31.

(g) Gross Receipts: “Gross Receipts” means all sums derived by the Company from the distribution and

exploitation of its rights in the Picture.

(h) Interest: “Interest” or “Company Interest” means an ownership interest in the Company, the right to vote

or participate in the management of the Company, and the right to information concerning the business and

affairs of the Company, as provided in this Agreement and under the Statute. A Member purchasing an Interest

or Interests shall be entitled to receive a percentage of the Net Profits, as set forth in Section 7(a), which such

Member's Capital Contribution bears to the Total Capitalization.

(i) Manager: “Manager” means YOUR PARENT COMPANY, COMPANY and other Members authorized by

this Agreement to act on behalf of the Company in carrying on the business of the Company.

(j) Member: “Member” means a Person who has made a Capital Contribution to the Company and has been

admitted to the Company as a Member in accordance with the Articles of Organization or this Agreement. The

Manager may be a Member as well as the Manager by making a Capital Contribution to the Company.

Reference to a “Member” shall be to any one of the Members.

(k) Net Profits (or Net Loss): “Net Profits” (and “Net Loss”) mean, for each Fiscal Year or other period, an

amount equal to the total of the Gross Receipts less all Production Expenses and Other Expenses. Expenses

shall include any Production Expenses incurred or paid out by the Manager prior to the organization of the

Company, for which the Manager shall be reimbursed.

(1) Other Expenses: “Other Expenses” means all expenses of whatever kind or nature other than Production

Expenses actually and reasonably incurred in connection with the operation of the business of the Company.

(m) Person: “Person” means an individual, partnership, limited partnership, corporation, trust, estate,

association, limited liability company, or other entity, whether domestic or foreign. All pronouns and any

variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as

the identity of the person referred to may require.

(n) Production Expenses: “Production Expenses” means all costs, fees and expenses incurred in connection

with the production of the Picture, including all amounts set forth in the final approved budget, finance

charges and all other usual and customary expenses incurred in connection with the production, marketing and

distribution of the Picture.

(o) Property: “Property” means all assets of the Company, both tangible and intangible, or any portion

thereof. Property includes without limitation the screenplay for a feature-length theatrical motion picture

presently entitled “YOUR MOVIE TITLE.”

(p) Secretary of State: “Secretary of State” shall mean the Secretary of State or Clerk of the State Corporate

Commission of the Commonwealth of Virginia.

(q) Statute: “Statute” shall mean Chapter 12 of Title 13.1 of the Code of Virginia.

(r) Total Capitalization: “Total Capitalization” shall mean receipt by the Company of up to $600,000 dollars

or until the closing date which will be solely at the discretion of the Manager.

(s) Minimum Capitalization: “Minimum Capitalization” shall mean receipt by the Company of $100,000. If

this is not met by May 1, 2014, the Manager shall have a meeting to wind down and dissolve the company,

giving back to the investors their full investment.

(t) Unit: “Unit” shall mean a percentage of the Net Profits of the Company sold to a Member in exchange for

a Capital Contribution of Ten Thousand Dollars ($10,000). The aggregate number of Units sold will entitle the

owner or owners thereof to participate in Fifty Percent (50%) of the Net Profits of the Company.

(u) Vote: Except where superseded by another section of this Agreement, or required by the terms of the

Statute or Code, any decisions which require approval of the Members shall be approved by one hundred

percent (100%) of the votes (“Vote”) of the Members, wherein each Member casts a number of votes equal to

the number of Units owned by the Member in the Company.

2. FORMATION OF COMPANY: The parties have formed the Company pursuant to the provisions of the Code by

filing the Articles of Organization with the Clerk of the State Corporate Commission.

(a) Name: The name of the Company is “YOUR COMPANY NAME, LLC.” The Members shall operate

the business of the Company under such name or use such other or additional names as the Manager

may elect. The Manager shall register such name under assumed or fictitious name statutes or similar

laws of the states in which the Company operates.

(b) Principal Office: The principal place of business of the Company shall be __YOUR ADDRESS_, or at

such other place as the Company may from time to time determine.

__YOUR NAME AND ADDRESS__.

(d) Names and Addresses of Members: The names and addresses of the Members are identified in

Appendix A.

3. PERIOD OF DURATION:

(a) The period of duration of the Company ("Period of Duration") shall commence on the date of the filing of

the Articles of Organization with the Commonwealth of Virginia.

(b) The Company shall terminate upon the occurrence of any of the following: (i) the expiration of all of the

Company’s rights, title and interests in the Screenplay and the Picture; (ii) any other event causing the

dissolution of the Company under the laws of the Commonwealth of Virginia.

4. BUSINESS AND PURPOSE OF THE COMPANY: The “Business of the Company” shall be (i) to develop,

produce and exploit a feature-length theatrical motion picture project presently entitled (“YOUR MOVIE TITLE”)

(the “Picture”) based on a screenplay of the same name by YOUR WRITERS NAME (the “Screenplay”); (ii) to

perform and conduct any other activity necessary or incidental to the foregoing in furtherance of the objects of the

Business of the Company. The Company shall own any and all allied and ancillary rights in and to the Picture. The

Members may, by majority approval, agree to expand the scope of the Company’s business to include other projects

and business activities; provided, however, the Company shall not conduct any banking, insurance or trust company

business.

Section 4.1. Limitations on Company Powers. Notwithstanding anything contained herein to the contrary,

the Company shall not do business in any jurisdiction that would jeopardize the limitation on liability

afforded to the Members under the Act or this Agreement.

Section 4.2. No State-Law Partnership. The Members intend that the Company shall not be a partnership

(including, without limitation, a limited partnership) or joint venture, and that no Member be an agent, partner

or joint venturer of any other Member for any purposes other than U.S. federal and state tax purposes, and

this Agreement shall not be construed to suggest otherwise.

Section 4.3. Admission of Members. Upon execution of this Agreement, each Member shall be admitted to

the Company as a Member and will contribute to the capital of the Company its Capital Contribution as set

forth in Section 5(a)

5. CAPITALIZATION:

(a) Capital Contributions: The Minimum Capitalization has been established on the basis of the estimated

requirements for the production of the Picture, and it is an amount which in the opinion of the Manager shall

be sufficient to complete and deliver the Picture to the distributor. The Total Capitalization has been

established on the basis of the estimated requirements for the production of the Picture, and it is an amount

which in the opinion of the Manager shall be sufficient to complete and deliver the Picture to the distributor

without having any deferred payments to cast, crew or service providers and have as high a production quality

as possible to better entice all distribution avenues. The Company intends and hereby authorizes the Manager

to sell and issue a total of sixty (60) Units and to admit as members those person whose Capital Contribu-

tions have been accepted by the Manager in accordance with this Agreement. Each Member shall contribute

to the Capital of the Company the sum set forth as such Member’s contribution opposite the Member’s

signature affixed to the Subscription Agreement annexed hereto. The Capital Contribution of each Member

shall be payable at the time of the Member’s execution and delivery to the Manager of the Agreement. Capital

Contributions will be used for payment of all expenses incurred in connection with the production, marketing

and distribution of the Picture. All persons whose Capital Contributions and subscription are accepted by the

Manager shall be deemed to be Members.

(b) Additional Contributions: Except as shall be expressly set forth herein, no Member shall be required to

contribute any additional funds to the Company above such Member's initial Capital Contribution.

Membership Interests and thereby admit a new Member or new Members, as the case may be, to the

Company, only if such new Member (A) has delivered to the Manager its Capital Contribution, (B) has

agreed in writing to be bound by the terms of this Agreement by becoming a party hereto and (C) has

delivered such additional documentation as the Manager shall reasonably require to so admit such new

Member to the Company. Upon the admission of any new Member to the Company pursuant to Section 5(c),

the Percentage Interests of the Members shall be adjusted to reflect the admission of such new Member,

based upon the number of Units issue by the Company. If an adjustment is made pursuant to this

Section 5(c), Exhibit A and the books and records of the Company shall be amended accordingly.

(d) Return of Capital; Interest. No Member shall be entitled to withdraw any part of its Capital Contribution,

to receive interest or other earnings on its Capital Contribution or to receive any distributions from the

Company, except as expressly provided in this Agreement. No Member shall be entitled to resign or

withdraw from the Company except as expressly provided in this Agreement, and no Member shall be

entitled to receive any distribution or otherwise receive the fair market value of its Membership Interest in

compensation for any purported resignation or withdrawal not in accordance with the terms of this

Agreement.

6. ASSIGNMENT OF ASSETS BY MANAGER: Subject to any limitation otherwise set forth in this Agreement,

concurrently with completion of Total Capitalization of the Company, the Manager will assign, transfer and convey

to the Company all of rights, title and interests, including copyrights and copyright rights, and all extensions and

renewals thereof, acquired by the Manager in and to the Screenplay. The Manager will be reimbursed by the

Company for the Manager’s actual expenditures in acquiring such assets, if applicable, and the Company will

assume all of the Manager’s obligations under any agreements respecting such assets.

7. ALLOCATION OF NET PROFITS AND LOSSES: Except as otherwise provided in this Clause 7 or in this

Agreement, Net Profits and Net Losses of the Company in each Fiscal Year shall be allocated as follows:

(a) Net Profits: All payments to each Member will be based on the number of Units owned by each member

divided by the aggregate number of Units sold. This percentage will be used to determine the amount each

member receives during a quarterly payment.

(i) In first position is the repayment to any debt provider that funds any part of the Approved Budget

until the debt provider has received the full amount of it’s principle plus a preferred return of 20%

(ii) In second position is payment to any actors who are to receive a portion of their salary against the

Gross Receipts for the Company.

(iii) In third position is payment to the Manager who will receive a total of 3% of the Net Profits.

(iv) In Fourth position is payment to the Members until the Members have recouped their full

investment plus a preferred return of 20%.

(v) In fifth Position are any deferred payments granted by Manager to third parties (e.g. rights holders,

actors, crew, service provider) in connection with the Picture.

(vi) In the sixth position, all remaining sums will be split between the Manager and the Members as

follows: 50% to the Members and 50% to the Manager

(b) Net Losses: Until Net Profits shall have been earned, losses suffered or incurred by the Company up to but

not exceeding the aggregate contributions of the Members shall be borne entirely by the Members in

proportion to their respective contributions. After Net Profits shall have been earned, then to the extent of

such net Profits, the Manager and the Members shall share such losses pro-rata in the same percentages as

they are entitled to share in Net Profits pursuant to Paragraph 7(a). No Member shall be personally liable

for any debts, obligations or losses of the Company, except to the extent of the capital contributed by said

Member hereunder.

otherwise provided for shall be divided among the Members in the same proportions as they share Net

Profits or Net Losses, as the case may during that fiscal year.

8. LIABILITY OF MEMBERS: No Member shall be personally liable for any debts, obligations or losses of the

Company beyond the amount of such Member's Capital Contribution to the Company and such Member’s share of

any undistributed Net Profits. A Member shall be liable only to make his Capital Contribution and shall not be

required to lend any fund to the Company. If any sum by way of repayment of Capital Contribution or distribution

of Net Profits shall have been paid prior or subsequent to the termination date of the Company, and at any time

subsequent to such repayment there shall be any unpaid debts, taxes, liability or obligations of the Company, and

the Company shall not have sufficient assets to meet them, then each Member and the Manager may be obligated to

repay the Company, to the extent of his or her Capital Contribution so returned to him or any Net Profits so

distributed to him, as the Manager may need for such purpose and demand. In such event, the Members and the

Manager shall first repay any Net Profits theretofore distributed to them, such return by the Members respectively,

to be made in proportion to the amounts of Capital Contributions which may have been so repaid to them,

respectively. All such repayments by Members shall be repaid promptly after receipt by each Member from the

Manager of a written notice requesting such repayment.

9. RIGHTS, DUTIES, OBLIGATIONS AND COMPENSATION OF MANAGER:

Section 9.1. Exclusive Authority to Manage.

(a) Except as provided in the Act or as expressly provided herein, the Manager shall have the exclusive power

and authority over the conduct of the Company’s business, operations and affairs. The Manager are hereby

authorized and empowered, on behalf and in the name of the Company (i) to carry out the purposes of the

Company and (ii) to perform all acts, and to enter into and to perform all contracts and other undertakings,

which the Manager may in their sole discretion deem necessary or advisable, or which are incidental, to carry

out the purposes of the Company and which are not in contravention of this Agreement. Any action taken by the

Manager shall constitute the act of and serve to bind the Company and each Member thereof. The Manager shall

be the sole Persons with the power to bind the Company, except to the extent that such power and authority is

expressly delegated to any other Person by the Manager or this Agreement. No delegation of power and

authority by the Manager shall cause the Manager to cease to be the Manager of the Company.

(b) The Manager may resign at any time by giving at least 3 days’ Notice to the Members and the Company.

Subject to Section 9.1(d), the resignation of the Manager shall take effect upon the expiration of such 3-day

notice period or such later time as shall be specified in such Notice and the acceptance of such resignation shall

not be necessary to make it effective. The resignation shall not, by itself, affect the Manager’s rights as a

Member and shall not constitute its withdrawal as a Member. The Manager may, at their sole discretion, sell all

or part of their Interest at anytime to any Member or other third party of its choosing. Any such purchaser of the

Manager’s interests may, at its election, serve as the Manager.

unanimous decision of all Manager by giving written Notice to the Company and the Manager. The removal of

the Manager shall not, by itself, affect their rights as Members and shall not constitute their withdrawal as

Members.

(d) Notwithstanding anything to the contrary in this Section 9.1, the Manager may not be removed, nor will its

resignation become effective, until a successor Manager has been appointed with the consent of each Member.

A vacancy occurring for any reason in the position of the Manager may be filled by the designation of a new

Manager by unanimous decision of all Members.

(e) Except as permitted by the Manager or this Agreement, no Member shall have any right or authority to take

any action on behalf of the Company.

(f) Notwithstanding any other provision in this Agreement to the contrary, the following actions require the

prior written approval of all the Members:

(i) The sale, lease, transfer, exchange or other disposition of all or substantially all of the Company’s

assets in any single transaction or series of related transactions;

(ii) Any merger or consolidation involving the Company or any similar transaction (other than a

merger of any subsidiary of the Company into the Company);

(iii) any amendment of this Agreement or the Company’s Articles of Organization;

(iv) any bankruptcy of the Company or similar proceeding;

(v) any substantial change in the Company’s Business.

Section 9.2. Indemnification and Liability.

(a) The Manager shall not be liable to the Company or the Members (i) for mistakes of judgment or for any act

or omission suffered or taken by it, or for losses due to any such mistakes, action or inaction, except to the

extent that the mistake, action, or inaction was caused by the willful misconduct, bad faith or gross negligence

of the Manager or (ii) for the willful misfeasance, negligence, bad faith or other conduct of any independent

contractor of the Company selected by the Manager, provided that such independent contractor (including any

who may be a Member) was selected, engaged or retained and continued in good faith.

(b) To the maximum extent permitted by applicable law, and except as provided in Section 9.2(a) hereof, the

Manager shall not be liable for and the Company shall indemnify the Manager against, and agrees to hold the

Manager harmless from, all liabilities and claims (including reasonable attorneys’ fees and expenses in

defending against such liabilities and claims) against the Manager, arising from the Manager’s performance of

its duties in conformance with the terms of this Agreement.

suffered or taken in good faith in reliance and accordance with the written opinion or advice of any such counsel

or accountants (provided such have been selected with reasonable care) shall be full protection and justification

with respect to the action or omission so suffered or taken.

(d) In the event that any Member shall become liable under a judgment, decree or order of a court, or in any

other manner, for a debt, obligation or liability of the Company, then the Company shall indemnify such

Member and hold such Member harmless from and against any such liability of such Member (together with

reasonable attorneys’ fees and expenses in defending against any claimant seeking to impose any such liability)

to the extent that it related to or arose out of any action taken or any transaction effected by the Manager under

this Agreement or any action which the Manager failed to take or any transaction which the Manager failed to

effect and which the Manager was obligated to take or effect under this Agreement.

(e) Neither any other Member nor the Manager shall be personally liable for the return of all or any part of a

Member’s Capital Contribution or payment of any amounts allocated to it, which return or payment shall be

made solely from, and to the extent of, the Company’s assets pursuant to the terms of this Agreement.

Section 9.3. Transactions with Affiliates.

(a) Nothing in this Agreement shall preclude any transactions between the Company and any Member or an

Affiliate of any Member acting for its own account, provided that any services performed or products provided

by the Members or any such Affiliate are services and/or products that the Manager reasonably believes, at the

time of requesting such services, to be in the best interests of the Company.

Section 9.4. Officers. The Manager may appoint individuals with titles as the Manager may elect (“Officers”),

including the titles of: (i) President and Chief Executive Officer; (ii) Vice President; (iii) Secretary; and

(iv) Treasurer to act on behalf of the Company with such power and authority as the Manager may delegate in

writing to any such Officer. An Officer may be removed at any time by the Manager, with or without cause. Any

Officer may resign at any time upon Notice to the Manager.

(a) Duties of the Manager: The Manager are the general Manager and chief executive officers of the

Company and have, subject to the approval of the Members as specified herein, general supervision,

direction, and control of the Business of the Company. The Manager shall preside at all meetings of the

Members. The Manager shall have the general powers and duties of management typically vested in the

office of president of a corporation.

services as are customarily and usually rendered by producers of motion pictures, and devote as much

time thereto as he may deem necessary, and manage and have complete control over all financial and

creative decisions of the Company regarding production of the Picture.

(d) Subordinate Officers: The Manager may appoint a secretary, a chief financial officer, and such other

officers of the Company as the Business of the Company may require.

(e) Limitations on Rights and Powers: Except by the unanimous agreement of the Members which is

evidenced in a writing, and except as otherwise specifically provided in this Agreement, neither the

Manager nor any other officer of the Company shall have authority to:

(1) Enter into or commit to any agreement, contract, commitment or obligation on behalf of

the Company obligating any Member to find additional capital, to make or guarantee a

loan or to increase such Member's personal liability either to the Company or to third

parties;

(2) Receive or permit any Member to receive any fee or rebate, or to participate in any

reciprocal business arrangements that would have the effect of circumventing any of the

provisions hereof;

(3) Materially alter the Business of the Company or deviate from any approved business plan

of the Company as set forth in this Agreement;

(4) Do any act in contravention of this Agreement;

(5) Do any act which would make it impossible to carry on the Business of the Company;

(6) Confess a judgment against the Company;

(7) Possess Property, or assign rights in specific Property, for other than a Company purpose;

(8) Admit any person as a Member, except as otherwise provided in this Agreement;

(9) Sell, lease, pledge, hypothecate, or grant a security interest in any Property, except in the

ordinary course of business;

(10) Attempt to dissolve or withdraw from the Company; and

(11) Invest or reinvest any proceeds from the operation of the Company, or the sale,

refinancing or other disposition of any Property.

(f) Compensation of Manager: Manager is to receive a total of 5% of the budget if the budget is $150,000 or

over. If the budget is under $150,000, the Manager will each receive Units in the Company equal to $5,000, be

it a whole or partial Unit. Additionally, the Manager will each receive 1% of the Net Profits of the film.

(g) Expense Reimbursement: Upon Total Capitalization, the Manager shall be entitled to reimbursement by

the Company for all out-of-pocket expenses reasonably paid or incurred by the Manager in connection with

the discharge of the Manager’s obligations hereunder or otherwise reasonably paid or incurred by the Manager

on behalf of the Business of the Company.

10. CO:PRODUCTION: The Manager shall have the unrestricted right, in the Manager’s sole discretion, to co-

produce the Picture with any other entity and to enter into any agreement, in connection therewith, including

partnership or joint venture agreement; provided however, that no such co-production or similar arrangement

shall decrease or dilute the Interests of the Members.

11. MEMBERS' MEETINGS:

(a) Place of Meetings: Meetings of the Members shall be held at the principal office of the Company, unless

some other appropriate and convenient location shall be designated for that purpose from time to time by the

Manager.

(b) Annual Meetings of Members: An annual meeting of the Members may be held, unless waived, each year

by the Manager. At the annual meeting, the Manager shall transact such business as may be properly brought

before the meeting.

receipt of a written request, which request may be mailed or delivered personally to the Manager, by any

Manager entitled to call a special meeting of Members, the Manager shall cause notice to be given to the

Members that a meeting will be held at a time requested by the Manager calling the meeting, which time for

the meeting shall be not less than ten (10) days nor more than sixty (60) days after the receipt of such request.

If such notice is not given within twenty (20) days after receipt of such request, the Manager calling the

meeting may give notice thereof in the manner provided by this Agreement.

(d) Notice of Meetings: Except as provided for in Clause 11(c) above for special meetings, notice of meetings

shall be given to the Members in writing not less than ten (10) nor more than sixty (60) days before the date of

the meeting by the Manager. Notices for regular and special meetings shall be given personally, by mail, or by

facsimile, and shall be sent to each Member's last known business address appearing on the books of the

Company. Such notice shall be deemed given at the time it is delivered personally, or deposited in the mail, or

sent by facsimile. Notice of any meeting of Members shall specify the place, the day and the hour of the

meeting, and (i) in case of a special meeting, the general nature of the business to be transacted, or (ii) in the

case of an annual meeting, those matters which the Manager, at the date of mailing, intends to present for

action by the Manager.

(e) Validation of Members' Meetings: The transactions of a meeting of Manager which was not called or

noticed as provided hereinabove shall be valid as though transacted at a meeting duly held after regular call

and notice, if Manager holding in the aggregate fifty-one percent (51%) or more of the Units are present, and

if, either before or after the meeting, each of the Manager entitled to vote but not present (whether in person or

by proxy, as that term is used in the Statute) at the meeting signs a written waiver of notice, or a consent to the

holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall

be filed with the records of the Company. Attendance shall constitute a waiver of notice, unless objection shall

be made.

(f) Actions Without a Meeting: Any action which may be taken at any annual or special meeting of Members

may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so

taken, shall be signed by Manager holding in the aggregate the number of votes equal to or greater than

necessary for the issue to be accepted or rejected, unless a lesser vote is provided for by this Agreement or the