Operating Agreement

The Operating Agreement is a legal document that outlines the rules and regulations for the operation of the Account Job Company. It is important because it establishes the rights and responsibilities of the members and provides a framework for decision-making and dispute resolution. The agreement defines key terms used throughout the document, such as 'additional member,' 'capital account,' 'capital contribution,' and 'manager.' It also specifies the principal place of business, registered office, and registered agent of the company.

 

The document is divided into several sections, each addressing a specific aspect of the company's operations. Article 1 provides definitions for the terms used in the agreement. Article 2 covers the formation of the company, including the name, principal place of business, registered office, and term. Article 3 describes the permitted business activities of the company.

 

Article 4 lists the names and addresses of the members of the company. Article 5 outlines the rights and duties of the managers, including their authority to make decisions and the limitations on their powers. It also covers the number, qualifications, and tenure of the managers, as well as their resignation, removal, and vacancies.

 

Article 6 addresses the indemnification of the manager, protecting them from expenses and liabilities incurred in the performance of their duties. Article 7 outlines the rights of the members, including access to information and approval of certain actions. Article 8 limits the liability of the members and the company for debts and losses.

 

Article 9 covers the contributions to the company and the maintenance of capital accounts for each member. It also allows for loans to the company. Article 10 addresses the allocation of profits and losses, distributions, accounting principles, and tax returns. Article 11 outlines the restrictions on the transferability of a member's interest and the rights of first refusal.

 

Article 12 provides for the admission of new members and the allocation of profits and losses to them. Article 13 covers the dissolution and termination of the company, including the distribution of assets and the filing of articles of dissolution. Article 14 allows for the consent to continue the business of the company. Article 15 addresses the meetings of the members, including annual and special meetings, quorum requirements, and voting procedures.

 

Article 16 contains miscellaneous provisions, including the waiver of action for partition, amendments to the agreement, notices, waiver of notice, application of state law, and dispute resolution. It also addresses the rights and remedies of the parties, severability of provisions, binding effect, and the resolution of marriage dissolution issues. The agreement may be executed in counterparts, and each counterpart is deemed an original.

How to use this document?

To use the Operating Agreement, follow these steps:

1. Review the definitions provided in Article 1 to understand the terms used throughout the agreement.

2. Ensure that the formation of the company complies with the requirements outlined in Article 2, including the name, principal place of business, registered office, and term.

3. Familiarize yourself with the permitted business activities described in Article 3 to ensure compliance.

4. Verify that the names and addresses of the members listed in Article 4 are accurate.

5. Understand the rights and duties of the managers outlined in Article 5, including their authority, qualifications, tenure, and limitations.

6. Review the indemnification provisions in Article 6 to understand the protection provided to the manager.

7. Familiarize yourself with the rights of the members described in Article 7, including access to information and approval of certain actions.

8. Understand the limitations on liability for the members and the company outlined in Article 8.

9. Review the provisions in Article 9 regarding contributions to the company and the maintenance of capital accounts.

10. Familiarize yourself with the allocation of profits and losses, distributions, accounting principles, and tax returns described in Article 10.

11. Understand the restrictions on the transferability of a member's interest and the rights of first refusal outlined in Article 11.

12. Review the provisions in Article 12 regarding the admission of new members and the allocation of profits and losses to them.

13. Familiarize yourself with the dissolution and termination provisions in Article 13, including the distribution of assets and the filing of articles of dissolution.

14. Understand the requirements for consent to continue the business of the company outlined in Article 14.

15. Review the provisions in Article 15 regarding the meetings of the members, including annual and special meetings, quorum requirements, and voting procedures.

16. Familiarize yourself with the miscellaneous provisions in Article 16, including waivers, amendments, notices, application of state law, and dispute resolution.

17. Execute the agreement in counterparts, ensuring that each counterpart is signed by the appropriate parties.

Please note that this guidance is for informational purposes only and does not constitute legal advice. It is recommended to consult with a legal professional for specific guidance on using the Operating Agreement for your company.