Section A - Notice of Meetings 

If any action on the part of the Members is to be proposed at the meeting, then written notice of the meeting must be provided to each Member entitled to vote not less than ten (10) days or more than sixty (60) days prior to the meeting. Notice may be given in person, by fax, by email, by first class mail, or by any other written communication, charges prepaid, at the Members’ address listed in Exhibit A, attached. The notice shall contain the date, time and place of the meeting and a statement of the general nature of this business to be transacted there. 

Section B – Meetings 

The Company shall have no predetermined annual or regular meetings of the Members. However, any Member or Members with a collective ownership percentage of 20% or more may call a meeting of the Members at any time. 
No action may be taken at a meeting that was not proposed in the notice of the meeting, unless all Voting Members consent unanimously. 

Any meeting may be adjourned upon the vote, and subsequent approval, of the majority of the Membership Interests represented at the meeting. 

Section C - Quorum 

Members holding at least fifty-one percent (51%) of the Voting Membership Interests in the Company represented in person, by telephone, by VOIP (Voice Over IP), or by proxy, shall constitute a quorum at any meeting of Voting Members. In the absence of a quorum at any such meeting, the Voting Members may adjourn the meeting for a period not to exceed sixty days. 

Section D – Voting 

Except as otherwise may be required by the Articles of Organization, Certificate of Formation or a similar organizational document, other provisions of this operating agreement, or under the laws of this state, each member shall vote on any matter submitted to the membership for approval in proportion to the member’s percentage interest in this LLC. Further, unless defined otherwise for a particular provision of this operating agreement, the phrase “majority of members” means the vote of members whose combined votes equal more than 50% of the votes of all members in this LLC. 

Except as expressly set forth elsewhere in this Agreement or otherwise required by law, all actions requiring the vote of the Members may be authorized upon the vote of those Members collectively holding a majority of the Membership Interests in the Company. The following actions require a unanimous vote of  the Members: 

• Making an Amendment to the Articles of Organization or this Agreement;
• Absolving any Member from the obligation of making a capital contribution or returning money or property that was distributed to such Member in violation of law or this Agreement; 
• Approving the sale, transfer, assignment or exchange of a Member’s interest in the Company and the admission of the transferee as a Member with full rights therein; 
• Purchasing, by the Company or its nominee, the Membership Interest of a transferor Member.

Section E – Proxies 

Proxies are only valid when signed by the Member entitled to the vote and must be filed with the secretary of the meeting prior to the commencement of voting on the matter in which the proxy is being elected to vote upon. Proxies shall become invalid after 11 months from the date of its execution unless otherwise stated in the proxy. Additionally, the proxy may be terminated at-will by the voting member. The termination of such proxy must be submitted to the Company prior to the termination being effective. 

Section A – Election and Appointment 

The Company shall be managed by one or more appointed Managers. The name and address of the Managers of the Company can be found in Exhibit B, attached. The Members, by a majority vote, shall elect and appoint as many Managers as the Members determine shall be in the best interest of the Company, though no less than one. 

One manager shall be elected to take the position of Chief Operating Manager. The Chief Operating Manager shall be held responsible for managing the operations of the Company and shall carry out the decisions of the Managers. 

Managers shall serve until they resign or their appointment is terminated by the Members (by majority vote) or their successors are duly elected and appointed by the Members. 

Section B - Delegation of Powers 

The Managers are authorized on the Company’s behalf to bind the Company to contracts and obligations, and to do or cause all acts to be done deemed necessary or appropriate to carry out or further the business of the Company. All decisions and actions of the Managers shall be made by majority vote of the Managers as provided in this Agreement. The managers have in their power to authorize or decide the following: 

• The employment of persons or institutions for the operation and management of the company affairs.
• Execute all checks, drafts and money orders for the payment of company funds.
• Deliver and execute promissory notes, loans or security agreements.
• The purchase or acquisition of company assets.
• The sale, lease or other disposition of company assets.
• Granting security interests in the company assets in exchange for capital.
• The pre-payment or refinancing of any loan secured by the company assets.
• Execute and deliver all contracts, franchise agreements, licensing agreements, assignments, leases, and subleases which affect the company assets.

Section C – Compensation 

Any Manager who renders services to the Company may be entitled to compensation at the discretion of a majority vote by the Members.

The Company shall reimburse all direct out-of-pocket expenses incurred by the Managers while managing the Company. 

Section D – Indemnification 

Unless otherwise provided by law or expressly assumed, a person who is a Member or Manager, or both, shall not be liable for the acts, debts, or liabilities of the Company, except to the extent any related loss results from fraud, gross negligence or willful or reckless misconduct on the part of such Member or Manager or the material breach of any obligation under this Agreement or of the fiduciary duties owed to the Company or the other Members by such Member or Manager. 

In addition, the Company shall, to the fullest extent allowed by law, indemnify, save and hold harmless and pay all judgments and claims against the Members, and each of such Member’s agents, legal representatives, heirs, affiliates, successors and/or assigns from, against, an in respect of any and all liability, loss, damage, and expense incurred or sustained by the indemnified party in connection with the activities of the Company or in dealing with third parties on behalf of the Company, including all reasonable costs and attorney’s fees, as incurred, and any amounts expended in the settlement of any claims of liability, loss, or damage to the fullest extent allowed by law. 

Each Member or Manager shall be liable to the Company for the following actions: 

1. The breach of the Manager’s or Member’s loyalty to the Company, or its members.
2. To be liable hereunder the Member or Manager in question must have acted willfully or recklessly, or in a grossly negligent manner, or fraudulently as defined by law.
3. A transaction in which the Member or Manager benefits to the detriment of the Company or its members.
4. An action for which there is no indemnification provided by law.

This indemnification shall not deter or cancel out other rights to which the 
manager or member is entitled. 

Section A – Books and Records 

The Members shall maintain at the Company’s principal place of business the following books and records: a current list of the full name and last known business or residence address of each Member, together with their capital contribution and membership interest; a copy of the Articles and all amendments thereto; copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent taxable years and a copy of this Agreement and any amendments to it. 

Section B - Financial Records and Reporting 

The complete and accurate accounting and financial records of the Company shall be held by the Managers at the Company’s principal place of business. Such records shall be kept on such method of accounting as the Managers shall select. The Company’s accounting period shall be the calendar year. 

The Managers shall close the accounting records at the close of each calendar year, and shall prepare and send to each member a statement of such Member’s distributive share of income and expense – in the form of a Schedule K-1 - for income tax reporting purposes. 

Section C - Indemnification Clause 

The Company shall indemnify any person, to the fullest extent permitted by law, who is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, so long as the person did not behave in violation of law or this Agreement, for instant expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding. 

Section D - Dispute Resolution 

The Members agree that in the event of any dispute or disagreement solely between or among any of them arising out of, relating to or in connection with this Agreement or the Company or its organization, formation, business or management, the Members shall use their best efforts to resolve any dispute arising out of or in connection with this Agreement by good-faith negotiation and mutual agreement. The Members shall meet at a mutually convenient time and place to attempt to resolve any such dispute. 

However, in the event that a member dispute cannot be resolved, such parties shall first attempt to settle such dispute through a non-binding mediation proceeding. In the event any party to such mediation proceeding is not satisfied with the results thereof, then any unresolved disputes shall be finally settled in accordance with an arbitration proceeding. In no event shall the results of any mediation proceeding be admissible in any arbitration or judicial proceeding. 

Section E – Dissolution 

Should a dissolution event occur, the Company shall be dissolved, its assets disposed of and its affairs wound up. The following events constitute “Dissolution Events”: (i) at any time as specified in the Articles of Organization or this Agreement, (ii) upon the happening of a specific event as specified in the Articles of Organization or elsewhere in this Agreement, (iii) upon the unanimous consent of all members, (iv) upon the withdrawal, bankruptcy, expulsion, death or dissolution of a Member, unless within ninety (90) days after the date of disassociation, a majority of the remaining Members consent to continue the business operations.

Section F - Severability
If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held to be invalid or unenforceable, shall not be affected thereby. 

Section G - Binding Effect
Subject to Article VII, this Agreement shall bind and inure to the benefit of the parties and their respective Successors. 

Section H - Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

Section I - Entire Agreement
This Agreement contains the entire agreement of the parties and supersedes all prior or contemporaneous written or oral negotiations, correspondence, understandings and agreements between or among the parties, regarding the subject matter hereof. 

Section J - Further Assurances
Each Member shall provide such further information with respect to the Member as the Company may reasonably request, and shall execute such other and further certificates, instruments and other documents, as may be necessary and proper to implement, complete and perfect the transactions contemplated by this Agreement. 

Section K - Headings; Gender; Number; References
The headings of the Sections hereof are solely for convenience of reference and are not part of this Agreement. As used herein, each gender includes each other gender, the singular includes the plural and vice versa, as the context may require. All references to Sections and subsections are intended to refer to Sections and subsections of this Agreement, except as otherwise indicated.

Section L - Parties in Interest.
Except as expressly provided in the Act, nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any Persons other than the Members and their respective Successors nor shall anything in this Agreement relieve or discharge the obligation or liability of any third Person to any party to this Agreement, nor shall any provision give any third Person any right of subrogation or action over or against any party to this Agreement. 

Section M - Attorneys' Fees
In any dispute between or among the Company and one or more of the Members, including, but not limited to, any Member Dispute, the prevailing party or parties in such dispute shall be entitled to recover from the non-prevailing party or parties all reasonable fees, costs and expenses including, without limitation, attorneys' fees, costs and expenses, all of which shall be deemed to have accrued on the commencement of such action, proceeding or arbitration. Attorneys' fees shall include, without limitation, fees incurred in any post-award or post-judgment motions or proceedings, contempt proceedings, garnishment, levy, and debtor and third party examinations, discovery, and bankruptcy litigation, and prevailing party shall mean the party that is determined in the arbitration, action or proceeding to have prevailed or who prevails by dismissal, default or otherwise.

Section N - Amendments
All amendments to this Agreement shall be in writing and signed by all of the Members to the agreement at the time of the amendment.

Section O - Remedies Cumulative
Subject to Article XI, remedies under this Agreement are cumulative and shall not exclude any other remedies to which any Member may be lawfully entitled.