Operating Agreement (General) Legal Forms and Contracts

The following free LLC operating agreement is a thorough document outlining the internal operations of a Limited Liability Company. This agreement and contract is being provided as a sample and example for information and research purposes only, however it is a valid legal contract and agreement. Always consult an Attorney or Lawyer. This Agreement can apply in most states however is structured for Arizona. With modification this agreement could be used for California, New York, Florida, Nevada and others. Help improve this agreement by leaving a comment.

OPERATING AGREEMENT OF

__________________

PARTIES

This Operating Agreement (“Agreement”), dated as of __________________ is among the following parties (the “Members"):

1. __________________s, LLC, (“__________________”) an Arizona limited liability company with offices at ____________________________________;

2. __________________, LLC, (“__________________”) an Arizona limited liability company with offices at ____________________________________;

3. __________________, LLC, an Arizona limited liability company ("__________________"), with offices at ____________________________________.

BACKGROUND

1. The Members will operate the LLC under the Limited Liability Company Act of the State of Arizona (the "LLC Act"), for the principal purpose of ____________________________________ ____________________________________ (the “Project”).

2. This Agreement sets forth the agreement among the parties as to the internal affairs of the LLC and the conduct of its business.

TERMS AND CONDITIONS

The parties, intending to be legally bound, agree as follows:

ARTICLE I
PRELIMINARY MATTERS

1.1 Effective date of Agreement; enforceability. The effective date of this Agreement (the "Effective Date") shall be the date on which the last of the Amended Members signing and dating it shall have done so.

On that date and thereafter until the parties amend the Agreement, all rights, duties and liabilities of the LLC and of the members as members and as managers (including members' personal liabilities for money damages and other relief for breaches of their duties) shall be valid and enforceable in accordance with the terms of the Agreement.

1.2 Formation of LLC. On __________________, the Articles of Organization were filed with the Secretary of State of Arizona (the "Articles").

1.3 LLC's name, purpose, etc. The LLC's name, purpose, registered agent, registered office, duration and form of management shall be as set forth in the Articles.

1.4 Members of LLC on date of this Agreement. On the date of this Agreement, the Amended Members shall be the members of the LLC. Additional members shall be admitted to the LLC in accordance with Article 5.

1.5 Principal place of business of LLC. Upon its formation, the LLC's principal place of business shall be ____________________________________. The members may change the LLC's principal place of business from time to time upon reasonable notice to the members.

1.6 Limited liability of members. No member shall be personally obligated to any third party for any debt, obligation or liability of the LLC solely by reason of being a member or acting as a manager. Members shall be liable for their conduct other than as members as provided by law.

1.7 Reservation of LLC management to a manager; appointment of initial manager. Except as otherwise expressly provided in this Agreement, the management of the business and internal affairs of the LLC shall be reserved to a manager. The initial manager of the LLC shall be __________________.

1.8 Taxation of LLC and members. Under federal tax law and to the maximum extent possible under the tax laws of each state and the District of Columbia, the LLC and its members shall be taxable as a partnership and as partners.

The provisions of this Agreement shall be construed and applied in such a manner as to ensure full compliance with the provisions of the Internal Revenue Code applicable to partnerships and with regulations thereunder.

1.9 Annual accounting period of LLC. The LLC's annual accounting period for financial and tax purposes shall be the calendar year.

1.10 LLC method of accounting. The LLC shall use the cash method of accounting to compute its taxable income

1.11 Addition of LLC as party to Agreement. A member shall sign this Agreement on behalf of the LLC, and the LLC shall be a party to the Agreement.

1.12 Effect of LLC Act. Except as otherwise provided in this Agreement or by law, the business and internal affairs of the LLC shall be governed by the LLC Act as in effect on the Effective Date.

1.13 Relation of Agreement to Articles. If there is any conflict between the provisions of this Agreement and those of the Articles, then, in any dispute among the members, the provisions of this Agreement shall prevail.

1.14 Amendment of Agreement and Articles. No amendment of this Agreement or of the Articles shall be valid except upon the affirmative vote of all members.

1.15 Qualification in other jurisdictions. Before conducting business in any jurisdiction other than Nevada, the LLC shall file all forms and shall do all other things required under the laws, including the tax laws, of that jurisdiction in order to conduct that business.

ARTICLE II
CLASSES OF MEMBERS; MEMBER CASH CONTRIBUTIONS, ETC.

2.1 Classes of members. The LLC shall have a single class of members.

2.2 Contributions of cash, etc., to be made by members in exchange for their memberships. Promptly after the execution of this Agreement, the Amended Members shall, in exchange for their memberships, make contributions to the LLC of the cash, non-cash property and services and the promises of cash, non-cash property and services as provided in the attached Exhibit A, unless the contributions have been made as determined by the Amended Members.

Members admitted to the LLC after its formation shall make contributions in exchange for their memberships as set forth in amendments to that exhibit.

2.3 Valuation of non-cash contributions. Before any member makes a contribution or an additional contribution to the LLC in a form other than money, the manager shall determine the value of that contribution in dollars. The managers decision must be approved by a majority vote of the members.

2.4 Promises to make contributions shall be in writing. No promise by a member to make a contribution to the LLC shall be enforceable unless set forth in this Agreement or in another writing signed by the member.

2.5 Enforceability of promises to make contributions; enforcement of promises. Members or their representatives shall be obligated to perform written promises to make contributions to the LLC even if the members are unable to do so because of death, disability or otherwise. No such promise shall be compromised except by a majority vote of the members.

2.6 Penalties for failure to contribute. If, by the date specified in Exhibit C, and any and all other capital calls made by a majority affirmative vote of the members, any member fails to make the contribution required in that exhibit, the other members by vote of members holding a majority of member votes (exclusive of the votes of the member failing to make the contribution) may impose upon the member any penalty that the other members agree is reasonable in the circumstances, including:

a. Reduction or elimination of the member's proportionate interest in the LLC; or

b. Sale of all or a portion of the member's interest in the LLC.

2.7 Interest on contributions. The members shall earn interest on their contributions under this Article 2 at the rate of ten percent (10%) per annum.

2.8 No requirement of contributions except as in Exhibit A. No member shall have a duty to make a contribution to the LLC except as provided in Exhibit A (as this exhibit may be amended from time to time). In the event Exhibit A is amended after execution of this Amended Agreement to require additional capital contributions from members before a construction loan is acquired, the LLC will reimburse members for their capital contributions from the proceeds of the construction loan.

2.9 Member loans to LLC. The Amended Members may make loans to the LLC in accordance with terms approved by the Manager via separate agreement.

2.10 Member guarantees of LLC obligations. The members shall guarantee the obligations of the LLC as provided in the attached Exhibit B under the terms set forth in that exhibit.

2.11 Member time commitments and responsibilities. Each member shall commit time to the LLC and shall have responsibility for LLC functions as set forth in Article 11.

ARTICLE III
MEMBER VOTING AND AGENCY RIGHTS; CERTAIN OTHER
NON-ECONOMIC RIGHTS OF MEMBERS

3.1 Matters on which members may vote. Members in their capacity as members shall have the right to vote on the following types of matters ("Member Matters"):

a. All matters on which this Agreement expressly provides them with a right to vote; and

b. The matters identified in the attached Exhibit C.

3.2 Number of votes that members may cast. The Members have decided to issue voting rights based on the individuals listed in Exhibit “B”. Each individual listed shall have one vote for each percentage of membership interest listed in the Exhibit “B”.

3.3 Number of votes necessary to decide Member Matters. Except as otherwise expressly provided in this Agreement, each Member Matter shall be decided by the affirmative vote of members holding a majority of member votes.

3.4 Procedural rules governing voting. In the absence of fraud or bad faith, no vote by the members on any LLC matter shall be deemed to be invalid on any procedural or similar ground, including any ground relating to lack of notice, lack of meeting, lack of quorum, or failure to record votes. For purposes of this Article 3.4, the terms "procedural or similar ground" shall be construed broadly. Members may vote on LLC matters in person, by phone, by fax or by any other reasonable means.

3.5 Members have no agency right. No member as a member shall have the right to bind the LLC in dealings with third parties.

3.6 Right of members to obtain information in LLC's possession or control. During normal business hours and after reasonable notice, each member shall be entitled for any purpose reasonably related to their membership:

a. To obtain any information in the LLC's possession or control; and

b. To inspect and, at the member's expense, to copy any document and other medium in the LLC's possession or control;

PROVIDED, that all information thus acquired by the member shall be subject to the provisions of Article 9 (relating to the confidentiality of certain LLC information).

3.7 Right of members to bring action against, in the name of or on behalf of the LLC or against other members. No member in the member's capacity as a member may bring a suit or action against the LLC or against any other member in the other member's capacity as a member in any court for any reason except to enforce an arbitration order under Article 17.

Any member may assert in arbitration under Article 17 any claim that could be asserted in any suit or action against, in the right of or in the name of the LLC.

ARTICLE 4
ALLOCATIONS OF LLC PROFITS AND LOSSES TO MEMBERS; INTERIM DISTRIBUTIONS; GUARANTEED PAYMENTS, ETC.

4.1 Allocations of LLC profits and losses. The LLC shall allocate its profits and losses to the members in proportion to their respective shares of aggregate contributions to the LLC;

For purposes of this Article 4, contributions shall (except as otherwise expressly provided in this Agreement) include only the value of contributions which the LLC has actually received from the members and has not returned.

4.2 Allocations of Interim Distributions. The LLC shall allocate to the members Interim Distributions (as defined in Article 4.3) on the same basis on which it allocates its profits and losses.

4.3 Definition of Interim Distribution. For purposes of this Article 4, the term "Interim Distribution" shall mean any distribution by the LLC of its assets to any member as the member's share of LLC profits except:

a. Distributions to members in connection with the liquidation of their LLC interests (as the term "LLC interest" is defined in Article 4.4); and

b. Distributions to members in connection with the liquidation of the LLC.

4.4 Definition of LLC interest. For purposes of this Agreement, a member's LLC interest means the member's share of the LLC's profits and losses and the member's right to receive distributions of the LLC's assets.

4.5 Distributions in kind. If the LLC is required to make an Interim Distribution to any member, the member may not require the LLC to make this distribution except in the form of cash. No member may be compelled to accept an Interim Distribution except in the form of cash.

4.6 No LLC duty to make Interim Distributions. The LLC shall have no duty to make Interim Distributions except as expressly provided in this Agreement or as determined from time to time by the majority of the voting members.

4.7 Tax distributions. To the extent expressly provided in this Agreement, the LLC shall make Interim Distributions to the members to enable them to pay taxes on allocations to them of LLC profits.

4.8 Liquidating distributions. The LLC shall make distributions to members in connection with the liquidation of their LLC interests in accordance with Article 5. The LLC shall make distributions to members in connection with the liquidation of the LLC in accordance with Article 15.

4.9 Unlawful Distributions. The LLC shall make no Unlawful Distribution of its assets to any member. For purposes of this Article 4.9, a distribution is an Unlawful Distribution:

a. If, immediately after the distribution, the aggregate value of the LLC's liabilities would exceed the aggregate value of its assets; or

b. If, as a result of the distribution, the LLC would be unable to pay its reasonably foreseeable obligations as they become due; or

c. If the distribution is unlawful under the LLC Act as in effect from time to time.

4.12 Payments and other payments to members for services, loans, etc. Each member shall receive from the LLC payments and other payments for services, for loans and for other benefits provided by the member to the LLC in accordance with this Operating Agreement. No such payment shall affect the right of the member to allocations of LLC profits and losses or to allocations or distributions of LLC Interim Distributions.

4.13 Reimbursement of expenses. If any member or manager incurs a reasonable expense on behalf of the LLC and reasonably documents this expense to the LLC, the LLC shall reimburse the member for this expense as promptly as reasonably possible after receiving this documentation.

ARTICLE 5
TRANSFERS AND PLEDGES OF MEMBERSHIP RIGHTS, ETC.

5.1 Restrictions on right of members to transfer and pledge their membership rights. No member shall transfer or pledge to any person all or any part of the member's rights as a member (whether economic right or non-economic rights) except upon the affirmative vote of other members holding a majority of member votes (exclusive of member votes held by the member wishing to make the transfer or pledge in question).

5.2 Definition of transfer. For purposes of this Article 5, "transfer" includes, without limitation:

a. Transfers by sale or gift;

b. Transfers (whether by will, trust or otherwise) taking effect on the death of the transferor;

c. Involuntary transfers, including transfers by operation of law and pursuant to divorce decrees; and

d. A “change of control” with respect to any member that is organized as a corporation, limited liability company or other like entity. A change of control is defined as an event in which 50% or more of the members stock or other inter est is transferred to a third party over the term of this Agreement. Transfers between shareholders or members who hold their shares or interests at the making of this Agreement shall be excluded.

Transfers and pledges in breach of the terms of this Article 5 shall be void and of no effect.

5.3 Admissions of additional members by the LLC. The LLC shall admit no person as a member of the LLC after the LLC's formation except upon the affirmative vote of members holding a majority of member votes.

5.4 Right of LLC and other members to acquire certain members' LLC interests. The LLC may require a member to promptly sell all or any part of the member's LLC interest to the LLC or to the other members for its fair market value and upon other reasonable purchase terms if:

a. The member is dissociated from the LLC for any reason;

b. The member becomes a party to a divorce proceeding and the other members determine reasonably and in good faith that it is likely that as a result of that proceeding, all or any of the member's membership rights will be awarded to the member's spouse; or

c. An arbitrator orders such a sale under Article 17 on the ground that it is fair and reasonable in the circumstances.

5.5 The transfer of any membership rights in violation of the prohibition contained in this Article 5 shall be deemed invalid, null, and void ab initio, and of no force or effect. Any person to whom membership rights or an interest are attempted to be transferred in violation of this Article 5 shall not be entitled to vote on matters coming before the members, participate in the management of the Company, act as an agent of the Company, or have any other rights in or with respect to the membership rights or interest. For purposes of this Article 5, “membership rights” means all of the rights of a member in the Company, including but not limited to a member's: (i) interest; (ii) right to inspect the Company's books and records; and (iii) right to participate in the management of and vote on matters coming before the Company. If any transfer of a membership interest occurs in violation of this Article 5, the party to whom the membership interest is or was transferred may be treated by the Company as a creditor of the transferring member and the transfer may be treated by the Company as a charging order against the Company, but only to the extent that the transferring member is entitled to receive payment of profits or distributions. In no event shall the party to whom the membership interest is or was transferred be entitled to request, demand or require that a distribution or allocation of profits be made.

5.6 Election under Internal Revenue Code section 754. Before any member transfers any of the member's rights as a member to any person, the members shall negotiate in good faith and shall agree whether to file an election under Internal Revenue Code section 754 to adjust the basis of LLC property in connection with that transfer.

ARTICLE 6
MEMBER DISSOCIATIONS BY DEATH, RESIGNATION OR
OTHERWISE; CONSEQUENCES OF DISSOCIATION

6.1 Definition of member dissociation. The dissociation of a member means the termination of the member's right to participate in the LLC's business and internal affairs by voting on LLC matters, by acting as an agent for the LLC or otherwise.

6.2 Events of dissociation. A member shall be dissociated only upon the occurrence of one of the following events:

a. The member dies (or, if the member is an entity, it incurs a dissolution or equivalent event);

b. The member incurs a Total Disability (as defined in Article 6.5);

c. The member becomes bankrupt;

d. The member resigns in accordance with Article 6.7;

e. The member transfers all or part of the member's entire LLC interest to another person in violation of Article V;

f. The member is expelled from membership in the LLC in accordance with Article 6.9.

6.3 On the occurrence of an event of dissociation described in section 6.2 (whether voluntary or involuntary) of a member, the member (or such person's estate) shall offer, or shall automatically be deemed to have offered, to sell the member's interest to the Company or its nominee. Upon the approval of a majority of the members other than the offering member, the Company or its nominee shall have the right and option, within seventy-five (75) days after the Member’s actual knowledge event of dissociation, to acquire the interest for fair market value. The Company shall have the right to insure the life of any member for any amount permissible by law and may if it chooses use any proceeds from any life insurance policy on the Member to purchase the Member's interest pursuant to the terms of this subsection 6.3.

6.4 Dissociated member's retention of certain membership rights after dissociation Dissociated member's retention of certain membership rights after dissociation. Except as otherwise provided in this Agreement, a dissociated member shall not be entitled to vote on matters coming before the members, participate in the management of the Company, act as an agent of the Company, or have any other rights in or with respect to the membership rights or interest. For purposes of this Article 5, “membership rights” means all of the rights of a member in the Company, including but not limited to a member's: (i) interest; (ii) right to inspect the Company's books and records; and (iii) right to participate in the management of and vote on matters coming before the Company. The dissociated member shall be entitled to receive the share of distributions, including distributions representing a return of Capital Contributions, and the allocation of profits and losses, to which the dissociated member otherwise would have been entitled if the event of dissociation had not occurred, during the continuation of the business of the Company and during and on completion of winding up. If the event of dissociation violated this Agreement, the distributions paid to the dissociated member shall be offset by any damages suffered by the Company or its members as a result of the event of dissociation. In no event shall the dissociated member be entitled to request, demand or require that a distribution or allocation of profits be made

6.5 Definition of Total Disability. A member shall be deemed to have incurred a Total Disability within the meaning of Article 6.2(b) if, by reason of any physical or mental disability, the member is unable to participate significantly in the business and internal affairs of the LLC for 180 consecutive days.

6.6 Determination of Total Disability. Whether a member has incurred a Total Disability and the date on which the member has incurred a Total Disability shall be determined by the vote of other members holding a majority of member votes (except those of the member about whose disability they are voting). All such determinations shall be subject to review in arbitration under Article 17.

6.7 Definition and effective date of resignation. For purposes of this Article 6, the resignation of a member means the member's voluntary renunciation of the member's right to participate in the business and internal affairs of the LLC. A member shall be deemed to have resigned from the LLC within the meaning of this Article 6 on the effective date of the notice of resignation described in Article 6.8.

6.8 Right of members to resign from LLC; notice of resignation. A member may without liability resign as a member of the LLC by giving written notice of resignation to the other members. The resignation shall be effective 60 days after all of the other members have received the notice.

6.9 Member expulsions. A member may be expelled from the LLC upon vote of other members holding a majority of member votes (except those of the member about whose disability they are voting):

a. If the member materially breaches this Agreement and fails to cure the breach within a reasonable time after receiving notice of it;

b. If the member is convicted of a felony; or

c. If the member engages in fraudulent or illegal actions relating to the business or internal affairs of the LLC.

ARTICLE 7
MEMBERS' DUTY OF CARE, ETC.

7.1 Duty of care. In participating in any matter (an "LLC matter") relating to the business and internal affairs of the LLC, members in their capacity as members and as managers shall use their best efforts to further the interests of the LLC;

7.2 No member liability if a member relies on LLC information, on other LLC members, etc. No member in the member's capacity as a member or as a manager shall be personally liable to the LLC or to other members for any claim of violation of the member's duties under this Article 7 to the extent that, with respect to the matter in question, the member has acted in reasonable reliance on:

a. LLC records;

b. Other LLC members, employees or officers or other persons whom, at the time of the action, the members reasonably believed to be competent in the matters in question; or

c. Any provision of this Agreement.

7.3 No member liability for actions taken in good faith, etc. No member in the member's capacity as a member or as a manager shall be personally liable for a breach of any duty of the member under this Article 7 if, with respect to the matter in question, the member has acted:

a. In good faith;

b. In the reasonable belief that the action was in the best interest of the LLC; and

c. On the basis of reasonably adequate information.

7.3 Who may claim breach of this Article; member vote necessary to make claim. Only the LLC may make a claim against a member for a breach of a duty of the member under this Article 7. The LLC shall make no such claim except upon the affirmative vote of members holding a majority of member votes (exclusive of the votes of the member subject to the claim).

ARTICLE 8
MEMBERS' DUTY OF LOYALTY, ETC.

8.1 Duty of loyalty - general rule. In matters relating to the business and affairs of the LLC, members in their capacity as members and as managers shall act solely for the benefit of the LLC and not for their personal benefit.

8.2 Duty to transfer certain benefits to the LLC. Any member, whether acting as a member or as a manager, who directly or indirectly receives from any person a monetarily significant benefit, including cash, in connection with the member's participation in LLC matters shall transfer this benefit or its monetary equivalent to the LLC;

PROVIDED, that the member may retain the benefit if authorized to do so:

a. By this Agreement; or

b. By the advance consent of disinterested members holding a majority of member votes (exclusive of the votes of the member in question).

8.3 Duties in doing business with LLC. Members may engage directly or indirectly in business with the LLC on their own behalf or on behalf of third parties only with the advance consent of disinterested members holding a majority of member votes (exclusive of the votes of the member wishing to engage in business with the LLC). The terms of any business engagement permitted under this Article 8.3 shall be arm's-length terms.

8.4 Duties with respect to LLC business opportunities. A member shall have no duty to disclose a business opportunity of which a member learns (whether in the course of LLC business or otherwise).

8.5 Duties of good faith and fair dealing. In all LLC matters, members in their capacity as members and as managers shall act in good faith and shall deal fairly with the LLC and with the other members.

8.6 Duty of majority members toward minority members. Members who, alone or in combination with other members, take action on any LLC matter as a majority shall act fairly and in good faith toward minority members.

8.7 Indemnification of members for claims of breach of Article 8. No member shall be entitled to indemnification for expenses or damages incurred by the member as a result of the member's breach of any provision of this Article 8.

8.8 Disclosure Statement. Any member, associate of a member, or related party of a member receiving any benefit, either financial or otherwise as a result of his / her involvement with the Project in any and all matters must disclose the specific benefit derived to all members. The disclosure to the members must be in writing and must specifically state the type of benefit; the amount of the benefit; the source of the benefit; and the specific reason the benefit was derived. The disinterested members may then determine if the benefit is significant enough to warrant an inclusion into the overall distributions of all members or if the benefit to the member warrants a reduction in the members overall distribution in proportion to the benefit derived from the member receiving the benefit. Should a member not disclose any and all benefits received from this project, that member will be in material breach of this Agreement and the members can immediately reduce the members interest proportionately.
ARTICLE 9
MEMBERS' DUTY OF CONFIDENTIALITY

9.1 Members' duty to maintain confidentiality of LLC information. Each member, whether acting as a member or as a manager:

a. Shall maintain the confidentiality of Confidential Information (as defined in Article 9.2);

b. Except as required in conducting the business and internal affairs of the LLC, shall not disclose Confidential Information to any third party without the affirmative vote of members holding a majority of member votes (exclusive of the member votes of the member desiring to make the disclosure);

c. Shall make copies of documents and other media containing Confidential Information only for the benefit of the LLC;

d. Shall use Confidential Information only for the benefit of the LLC; and

e. Promptly after ceasing to be a member, shall return to the LLC all documents and other media containing Confidential Information.

9.2 Definition of Confidential Information. For purposes of this Agreement, Confidential Information means:

a. The terms of this Agreement; PROVIDED, that a member may disclose these terms on a confidential basis to his or her spouse and professional advisers;

b. Information that the LLC maintains in confidence and that has actual or potential economic value to the LLC because it is not generally known to others and is not readily ascertainable by them, which information shall include:

(1) financial information relating to the LLC and to the members;

(2) information relating to LLC marketing and business plans and strategies;

(3) information concerning the design and manufacture of LLC products and concerning the method of providing LLC services;

(4) information in LLC personnel files and similar files relating to LLC members and employees;

c. Information entrusted to the LLC in confidence by third parties;

d. Information reasonably designated by the members as Confidential Information; and

e. Information disclosed by a member under Article 10.

9.3 Exceptions to duty of confidentiality. Article 9.1 shall not apply to information:

a. Which enters the public domain through no fault of a member;

b. The disclosure of which is required by final order of a court of competent jurisdiction;

c. The disclosure of which is made on a confidential basis to an arbitrator in an arbitration under Article 17.

9.4 Binding effect; termination. This Article 9 shall bind each member even after the member ceases to be a member. Subject to any contrary arrangement with a third party, this Article 9 shall terminate upon the termination of the legal existence of the LLC.

ARTICLE 10
REPRESENTATIONS AND WARRANTIES BY MEMBERS; DUTY TO UPDATE

10.1 Representations and warranties. Each member in the member's capacity as a member and as a manager represents and warrants as follows:

a. Freedom of member to enter into agreement, etc. The member:

(1) Is legally free to enter into this Agreement and to perform the member's obligations under the Agreement in accordance with its terms; and

(2) Is not prevented from doing so by order of any court or other governmental authority, by any agreement with a third party (including an employment agreement, noncompetition agreement or nondisclosure agreement) or by any other cause.

b. Good faith, disclosure, etc., in negotiating terms of Agreement. In negotiating and entering into this Agreement, the member has acted fairly and in good faith and has disclosed to the other members all information reasonably likely to be relevant to them in determining whether to enter into the Agreement.

c. Access to legal advice. Before signing this Agreement and accepting its terms, the member has had every reasonable opportunity to consider these terms and to review them with the member's attorney.

d. Free acceptance of terms, etc. The member has accepted the terms of this Agreement knowingly and freely.

10.2 Duty to update. If, after a member signs this Agreement, the member discovers that any of the above representations were erroneous when made or have become erroneous, the member shall immediately so advise the other members.

ARTICLE 11
RESERVED

ARTICLE 12
MANAGER QUALIFICATIONS, DUTIES, ETC.

12.1 Manager qualifications . The manager shall not be required to be a natural person or a member of the LLC. The manager shall have such other qualifications as are determined from time to time by the affirmative vote of members holding a majority of member votes.

12.2 Manager duties of care, loyalty, confidentiality, etc . Except as otherwise expressly provided in this Agreement, each manager as such shall be subject to the provisions of Article 7 (duty of care, etc.), Article 8 (duty of loyalty, etc.), Article 9 (confidentiality) and Article 10 (representations and warranties).

12.3 Manager's title . In performing management functions for the LLC, a manager may use the title "Manager" or such other title or titles (including, without limitation, the title "President" or "Chief Executive Officer") as the members may determine from time to time by affirmative vote of members holding a majority of member votes.

12.4 Manager functions. The manager shall have general responsibility for managing the business and internal affairs of the LLC. The manager shall have any additional functions which are set forth in this Agreement or which the members may determine from time to time by affirmative vote of members holding a majority of member votes.

12.5 Method of appointing managers after Initial Manager . All managers after the Initial Manager shall be appointed by the affirmative vote of members holding a majority of member votes.

12.6 Manager's term . The term of the Initial Manager and of each subsequent manager shall be indefinite, but shall terminate upon the earliest of the date of the manager's (a) death, (b) resignation, (c) disability (as determined by vote of members holding a majority of votes) or (d) dismissal as manager.

12.7 Manager resignations . The manager may resign as manager upon giving 60 days' written notice to each member. Except as otherwise provided in this Agreement, the manager shall have no liability to the LLC or to the other members for any such resignation;

12.8 Manager dismissals . The members may, without liability, dismiss the manager at any time with or without cause by affirmative vote of members holding a majority of member votes.

12.9 No manager liability for claims against LLC by third party. No manager as such shall have personal liability for a claim against the LLC by any third party.

12.10 Right to bind LLC and to decide LLC matters. A majority affirmative vote in writing by the Members having voting rights is necessary for the LLC to engage in the following transactions:

a. Contracts. To bind the LLC in dealings with third parties, including without limitation the right to engage general contractors, marketing and sales companies, employees and such other independent agents and contractors to perform services with regard to the development of the property which is the purpose of the LLC;

b. Exclusive Rights. To grant exclusive first rights to provide all financing needs, including without limitation, the acquisition loans, bridge loans, construction loans, take-out loans and such other financing needs as may come before the LLC.

c. Bank Accounts. To exercise any authority including but not limited to withdrawals from LLC bank accounts;

d. Any of the matters listed in Exhibit C, “Matters Which Members as Such May Decide;”

d. Manager’s Powers. The manager shall have such other powers as required to perform his duties hereunder and may exercise such powers except as to the limitations set forth above, and those by which the LLC would bind the LLC to any obligations as well as those in Exhibit F which require member approval.

12.11 Duty to inform members. The Members shall use reasonable efforts to inform the other members on a current basis concerning the internal affairs of the LLC and the condition of its business.

12.12 Duty of manager to protect limited liability of members and manager. Managers shall use their best efforts to protect the limited liability of the members and managers in their capacity as members and managers. These measures shall include the following:

a. Use of "LLC" with LLC name. The managers shall ensure that the abbreviation "LLC" appears after the name of the LLC in all LLC stationery, checks, business cards, invoices, advertisements and other media containing the name of the LLC and likely to be read, seen or heard by third parties.

b. Separate books and accounts; no commingling. The managers shall ensure:

(1) That the books and accounts of the LLC are maintained separately from those of any member or manager;

(2) That there is no commingling of the assets of the LLC with those of any member or manager; and

(3) That no member borrows money or other assets from the LLC or lends money or other assets to it except on the basis of reasonable documentation and arm's-length terms.

c. Adequate capitalization. The managers shall use their best efforts to ensure that the LLC's cash and other assets, cash flow, insurance and other financial resources are sufficient to enable it to meet its reasonably foreseeable liabilities when due.

d. Signing of agreements, etc. In signing any agreement or other document on behalf of the LLC, managers shall expressly identify themselves as managers. In dealings with third parties on behalf of the LLC, managers shall identify the LLC as the party on whose behalf they act and shall identify themselves as managers of the LLC.

e. No misleading of third parties. Managers shall use their best efforts to ensure that no third is misled into believing that any member or manager is personally liable for any LLC obligation.

12.13 Manager indemnification. The manager shall be entitled to indemnification, advancement of litigation expenses and liability insurance as provided in Article 18.

ARTICLE 13
LLC RECORDS, BOOKS OF ACCOUNT, REPORTS TO MEMBERS, ETC.

13.1 Records to be maintained by LLC. The LLC shall maintain at its principal place of business:

a. A copy of its Articles and operating agreement and all amendments of these documents;

b. Copies of all of its federal and state tax returns;

c. A current list of the name and last known business, residence or mailing address of each of its members;

d. True and complete information concerning:

(1) The amount of cash and a description and statement of the value of any other property or services which each member has contributed to the LLC or which any member has agreed to contribute to it;

(2) Any return by the LLC to a member of cash or other property contributed by the member;

e. A record stating the date on which each member became a member (unless this date is evident from the content of the Agreement).

13.2 Books of account. The LLC shall maintain on a current basis accurate books of account. It shall maintain these books of account in a manner that complies with financial standards normally applicable to business organizations generally similar to the LLC in size and business activities.

13.3 Reports to members, etc. Through the provision of written financial reports or other appropriate measures, the LLC shall advise the members on a regular basis concerning the financial and business condition of the LLC.

ARTICLE 14
TAX PLANNING AND COMPLIANCE

14.1 Importance to LLC of tax management and compliance. The parties acknowledge the importance to the LLC and the members of:

a. Competent tax planning for the LLC and for the members as members; and

b. Full compliance by the LLC and by the members with federal and state tax requirements.

14.2 LLC tax returns . On a timely basis each year, the LLC shall accurately complete and file its federal tax return and all applicable state returns.

14.3 LLC provision of tax information to members. As soon as reasonably possible after the close of each of its taxable years, the LLC shall provide each member with completed federal and state tax forms and with all other documents and information relevant to the federal and state tax liabilities of the member as a member of the LLC;

PROVIDED, that each member shall have sole responsibility for preparing and timely filing the member's federal and state tax returns and for paying the member's taxes, and the LLC shall have no responsibility or liability with respect to these matters.

14.4 LLC computation and recording of members' contributions, capital accounts and adjusted tax bases. The LLC shall compute on a current basis and in accordance with applicable U.S. Treasury department regulations the contributions and capital accounts of the members and their adjusted tax bases in their LLC interests.

The LLC shall maintain current and accurate records concerning members' contributions, capital accounts and adjusted tax bases and, promptly after the request of any member, shall make these records available to the member.

14.5 Tax distributions. If any member requires a distribution of the member's share of LLC profits in order to pay the member's federal or other taxes on the member's share of these profits for any taxable year, the LLC shall, to the extent that its financial condition reasonably permits, promptly make this distribution to the member;

PROVIDED, that as a condition for the distribution, the LLC may, under reasonable conditions of confidentiality, require the member to disclose to the LLC's tax adviser relevant information concerning the member's tax and financial affairs.

14.6 Tax matters partner. Unless otherwise determined in writing by members holding a majority of member votes, the manager shall serve as the LLC's tax matters partner for purposes of unified administrative and judicial federal tax proceedings under Internal Revenue Code section 6231(a)(1).

ARTICLE 15
LLC DISSOLUTION, WINDING-UP AND LIQUIDATION; LIQUIDATION DISTRIBUTIONS

15.1 Definition of LLC dissolution, etc. For purposes of this Agreement, the following terms shall have the following meanings:

a. Dissolution. The dissolution of the LLC shall mean the cessation of its normal business activities and the beginning of the process of winding up its business and internal affairs and of liquidating it.

b. Winding-up. The winding-up of the LLC shall mean the process of concluding its existing business activities and preparing for its liquidation.

c. Liquidation. The liquidation of the LLC shall mean the sale or other disposition of its assets and the distribution of its assets (or the distribution of the proceeds of the sale or other disposition of its assets) to its creditors and to the members.

15.2 Events causing dissolution. The LLC shall be dissolved:

a. Upon the affirmative vote of members holding a majority of member votes;

PROVIDED, that upon any such dissolution, members holding less than a majority of member votes may seek damages and other relief in arbitration under Article 17 for any injury unfairly resulting to them or likely to result from the dissolution;

b. Upon the issuance of an order of dissolution by a court or by the Secretary of State; or

c. Upon the issuance of an order of dissolution by an arbitrator under Article 17.

15.3 Effective date of dissolution of LLC by vote of members. The dissolution of an LLC by vote of the members shall be effective on the date specified in that vote or, if the members do not specify a date, then on the date of completion of the vote.

15.4 Determination of date for delivery of certificate of cancellation and for effective date of certificate. The date on which the LLC shall deliver a certificate of cancellation to the Secretary of State for filing and the effective date of this certificate shall be determined by the affirmative vote of members holding a majority of member votes.

15.5 Cessation of LLC's legal existence. Unless a court or administrative authority duly and finally determines otherwise, the LLC shall cease to exist as a legal entity on the effective date set forth in the certificate of cancellation.

15.6 Dissolution by arbitrator. Upon petition by any member, an arbitrator under Article 17 may issue an order dissolving the LLC on one or more of the following grounds:

a. The LLC has obtained its articles of organization formation through fraud;

b. The LLC has exceeded or abused the authority conferred upon it by law;

c. The LLC has conducted its business in a persistently fraudulent or illegal manner;

d. There is a deadlock in LLC management which the members are unable to resolve and which is causing or which threatens to cause irreparable injury to the LLC or which prevents it from conducting its business or affairs to its advantage;

e. The dissolution of the LLC is reasonable and fair in the circumstances.

15.7 Exclusion of manager from participation in wind-up process, etc. Any member may petition an arbitrator under Article 15 to exclude the manager from participating in the process of winding up and liquidating the LLC on the ground that, because of past wrongful conduct by the manager, the manager's participation would be likely to affect that process adversely.

15.8 Winding-up of LLC. After the LLC is dissolved, the person or persons responsible for winding it up shall as expeditiously as reasonably possible:

a. Wind up its business and internal affairs; and

b. Cause its liquidation.

During the wind-up period, the LLC shall accept no new business except to the extent necessary to dispose of existing inventory.

15.9 Compliance with the laws of this State applicable to entity dissolutions and liquidations. The LLC shall make no distribution to members or others in connection with its liquidation until it has complied with all applicable laws and regulations of the State of Nevada (including tax laws and regulations) relating to its dissolution and liquidation.

15.10 Disposition of known and unknown claims against LLC. Promptly after the dissolution of the LLC, the LLC shall take all reasonable measures under the laws of this State to dispose of (and, to the extent reasonable, to bar) known and unknown claims against the LLC.

15.11 Distributions upon LLC liquidation. Upon completion of the LLC's winding-up but, if reasonably possible, on or before the date of termination of the LLC's legal existence, the LLC shall (subject to any applicable provisions of section 704(b) of the Internal Revenue Code and other applicable federal and state law) distribute its assets as follows:

a. First, the LLC shall pay (or make adequate provision to pay) its creditors.

b. Second, the LLC shall distribute its assets to members in satisfaction of its liabilities for distributions to them under Article 4.

c. Third, the LLC shall distribute its assets to members for the return of their contributions.

d. Fourth, the LLC shall distribute its assets to members in accordance with their right to share in distributions of its assets under Article 4.

15.12 Duty to consult tax adviser in connection with LLC dissolution, etc.. Before the members begin the wind-up and liquidation of the LLC, the LLC and the members shall consult with their respective tax advisers and shall structure and implement the liquidation in a manner that is as fair as possible to each member from a tax viewpoint.

ARTICLE 16
TERM; TERMINATION; SURVIVAL OF CERTAIN RIGHTS AND DUTIES, ETC.

16.1 Term. Subject to the provisions of Articles 16.2 through 16.4, the term of this Agreement shall begin on the Effective Date (as defined in Article 1.1) and, unless earlier terminated by the parties, shall terminate:

a. If the LLC is terminated by vote of the members, on the effective date of the certificate of cancellation of the LLC's articles of organization;

b. If the LLC is terminated by decree of a duly authorized judicial or administrative authority, on the date of termination of the LLC's existence as determined by that authority; or,

c. If no clear date is established under Articles 16.1(a) or (b) and if the members can agree on no such date, by determination of an arbitrator under Article 17.

16.2 Survival of accrued rights, etc. Rights, duties and liabilities accrued by the parties under this Agreement before its termination shall continue in full force and effect after its termination.

16.3 Arbitration of matters relating to LLC's winding-up, etc. Notwithstanding the termination of this Agreement, any party may, after that termination, initiate an arbitration under Article 17 to determine and enforce rights and duties of the parties arising with respect to:

a. Matters arising before and during the LLC's winding up;

b. The LLC's liquidation; and

c. Matters arising after the cancellation of the LLC's Articles.

ARTICLE 17
ARBITRATION OF LLC DISPUTES

17.1 If the members are unable to resolve any dispute arising out of this Agreement either during or after its term informally, including the question as to whether any particular matter is arbitrable, the parties agree to submit the matter to binding arbitration. In the event the members have not agreed upon an arbitrator within twenty (20) days after any member has demanded arbitration, any member may file a demand for arbitration with the Phoenix regional office of the American Arbitration Association (“AAA”) and a single arbitrator shall be appointed in accordance with the then existing Commercial Arbitration Rules of the AAA. Discovery may be conducted either upon mutual consent of the parties, or by order of the arbitrator upon good cause being shown. In ruling on motions pertaining to discovery, the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of disputes, and the arbitrator shall limit discovery whenever appropriate to insure that this purpose is preserved. The dispute shall be submitted for determination within ninety (90) days after the arbitrator has been selected. The decision of the arbitrator shall be rendered within ten (10) days after the conclusion of the arbitration hearing. The decision of the arbitrator shall be in writing. Upon stipulation of the members, or upon a showing of good cause by either party, the arbitrator may lengthen or shorten the time periods set forth herein for conducting the hearing or for rendering a decision. The decision of the arbitrator shall be final and binding upon the parties. Judgment to enforce the decision of the arbitrator, whether for legal or equitable relief, may be entered in any court having jurisdiction thereof, and the parties hereto expressly and irrevocably consent to the jurisdiction of the Arizona Courts for such purpose. The arbitrator shall conduct all proceedings pursuant to the then existing Commercial Arbitration Rules of the AAA, to the extent such rules are not inconsistent with the provisions of this Article III. The Uniform Rules of Procedure for Arbitration shall not apply to any arbitration proceeding relating to the subject matter or terms of the documents. In the event a dispute is submitted to arbitration pursuant to this Section, the prevailing party shall be entitled to the payment of its reasonable attorneys' fees and costs, as determined by the arbitrator. Each of the parties shall keep all disputes and arbitration proceedings strictly confidential, except for disclosures of information required by applicable law or regulation. Neither arbitration nor a request for arbitration are prerequisites for the remedies upon deadlock or irreconcilable conflict as set forth in articles 4.5 and 4.6 of this Agreement.

17.2 Definition of Arbitrable Matter. Arbitrable Matters shall include only the following types of matters:

a. How to construe and enforce the provisions of this Article 17 (including any issue concerning the scope of these provisions);

b. Whether the purchase price or the other terms of purchase of a member's LLC interest pursuant to the terms of this Agreement is at fair market value;

c. Any claim by a member in the member's capacity as a member against any other member in that other member's capacity as a member;

d. Whether any action by the LLC or by the members is contrary to this Agreement;

e. Whether grounds exist the expulsion of a member under Article 6.9;

f. Whether a vote by majority members concerning the LLC's dissolution is fair to minority members; and

g. Any other matter that, in the Arbitrator's view, is appropriate for decision under Article 17.

17.3 Exclusions from definition. Arbitrable Matters shall not include:

a. Routine business matters of the LLC;

b. Matters requiring urgent judicial relief; and

c. Matters involving the enforcement of orders under this Article 17.

17.4 Allocations of costs, fees, etc. The Arbitrator may allocate among the members the costs, fees and other expenses relating to an Arbitration in any manner that the Arbitrator shall determine to be appropriate in his or her absolute discretion;

PROVIDED, that if the Arbitrator determines that a party has initiated an Arbitration without a reasonable basis for doing so, the Arbitrator shall assess against that party the costs of the other parties relating to the Arbitration, including the reasonable attorneys' fees of these parties.

17.5 Awarding of litigation costs to prevailing party. If, in a suit in law or equity, any party seeks judicial review of any issue arising in an arbitration under this Article 17, an Arbitrator under this Article may allocate to the losing party in that suit all costs reasonably incurred by the prevailing party.

ARTICLE 18
GENERAL PROVISIONS

18.1 Entire agreement. This Agreement contains the entire agreement among the members concerning its subject matter, and it replaces all earlier agreements among them, whether written or oral, concerning its subject matter.

18.2 Incorporation of exhibits. All documents identified in this Agreement as exhibits to the Agreement are hereby incorporated in the Agreement and made an integral part of it.

18.3 Governing law. This Agreement shall be governed exclusively by the laws of the State of Nevada (exclusive of its laws governing conflicts of law).

18.4 Indemnification:

18.4.1: The LLC shall indemnify each member who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of his or her actions as a member, against expenses, including attorneys' fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, provided that the acts of such member were not committed with gross negligence or willful misconduct, and, with respect to any criminal action or proceeding, such member had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent, shall not, in and of itself, create a presumption that the member acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

18.4.2: Any member who is or may be entitled to indemnification shall give timely written notice to the LLC that a claim has been or is about to be made against him or her, shall permit the LLC to defend him or her through legal counsel of its own choosing, and shall cooperate with the LLC in defending against the claim. A majority of the members other than the member seeking indemnification shall have the sole power and authority to determine the terms and conditions of any settlement of the claim.

18.4.3: The indemnification provided for herein shall apply only in the event, and to the extent that, the person is not entitled to indemnification, or other payment, from any other source (including insurance), and the LLC's indemnity obligations hereunder shall be in excess of any indemnification or other payment provided by such other source.

4.10.4: The indemnification provided for herein shall continue as to a person who has ceased to be a member unless that member was expelled and shall inure to the benefit of the heirs, executors, and administrators of such person.

18.4 Forum for resolution of disputes. Except to the extent that a member or the LLC seeks (i) the enforcement of an Arbitrator's ruling under Article 17 or (ii) emergency judicial relief, all disputes among the members relating to the Agreement shall be exclusively and finally resolved by arbitration under Article 17.

18.5 Notices. All notices under this Agreement shall be in writing. They shall be sent by fax or by registered U.S. mail, return receipt requested, to the members at their respective addresses as stated on the first page of this Agreement. A member may change the member's address for purposes of this Article 18.5 at any time upon reasonable notice to the other members. Notices under this Article 18.5 shall be deemed to have been received when actually received.

18.6 Captions. Captions in this Agreement are for convenience only and shall be deemed irrelevant in construing the provisions of the Agreement.

18.7 Freedom and enforceability of contract. The parties intend and desire that, in construing and enforcing the provisions of the Agreement, arbitrators and judges shall give maximum effect to the principles of contractual freedom and contractual enforceability.

18.8 Severability. If any arbitrator or court finds any provision of this Agreement to be invalid or unenforceable:

a. The arbitrator or court shall enforce the provision to the maximum lawful extent; and

b. The arbitrator's or court's finding of invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Agreement.

18.9 Waivers. No express or implied waiver by any party of any right of the party under this Agreement in any specific circumstance shall be considered to waive any right of the party in any other circumstance.

18.10 Definition of "including", "person," etc. The terms "including" and "includes" shall mean a partial definition. The term "person" shall mean a natural person and any kind of entity.

18.11 Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which shall be deemed to constitute one and the same agreement.

18.12 Disclosure Statement. Any member receiving any benefit, either financial or otherwise as a result of the Project must disclose this to all members. This disclosure must be in writing and specific as to the type of benefit and the amount of the benefit, the source fo the benefit and the specific reason the benefit was derived.

IN WITNESS of their acceptance of the above terms and conditions, the parties, in their capacities as members and as managers, by themselves or by their duly authorized representatives, have duly signed and dated this Agreement as follows:

__________________, LLC

_____________________________________ ________________________
By: __________________, Managing Member (date)

__________________, LLC

_____________________________________ ________________________
By: __________________, Managing Member (date)

__________________ LLC

_____________________________________ ________________________
By: __________________, Manager (date)

EXHIBIT A

MEMBER CONTRIBUTIONS TO LLC

Member Contribution Due date for contribution Percentage

__________________, LLC

__________________, LLC

EXHIBIT B
MEMBER VOTING RIGHTS

The Members have elected to distribute the voting rights as follows:

LLC DISTRIBUTION INTEREST

The Members have elected to distribute upfront payments and profits on the project as follows:

EXHIBIT C

MATTERS WHICH MEMBERS AS SUCH MAY DECIDE

Except as otherwise expressly provided in the Agreement, members as such (including member-managers and non-manager members) may decide only the types of matters described below.

I. MATTERS RELATING TO THE MANAGER

1. Whom to elect as a manager upon the resignation, death or dismissal of the manager;

2. Whether to dismiss a manager and on what terms;

3. Whether to impose duties on a manager in additional to those imposed under the Agreement;

4. Whether and in what amount to compensate a manager;

5. What fringe benefits to provide to a manager;

6. Whether to authorize a manager to act in contravention of the operating agreement;

7. Whether to file a suit or arbitration against a manager for breaching the manager's duties to the LLC;

II. LLC BUSINESS AND FINANCIAL MATTERS

1. Whether to compromise a member's promise to make a contribution to the LLC;

2. Whether and how to penalize a member who fails to make a promised contribution to the LLC or who is late in making a contribution;

3. Whether to permit a member to borrow money from the LLC and, if so, on what terms;

4. Whether to permit the LLC to make a substantial change of its purpose or operations;

5. Whether to authorize the LLC to change its tax classification;

6. Whether to authorize the LLC to make an election under Internal Revenue Code ("IRC") section 754 or under any other IRC provision;

7. Whether to permit the LLC to settle a tax dispute with any federal or state tax authority, and, if so, on what terms;

8. Whether to authorize one or more members to file a suit or arbitration on behalf of or in the name or right of the LLC;

9. Whether to authorize the LLC to file a suit or arbitration against a third party;

10. Whether to authorize the LLC to file a suit or arbitration against a member;

11. Whether to indemnify members or managers for losses incurred by them in their capacities as members or managers;

III. MATTERS INVOLVING ADMISSIONS AND DISSOCIATIONS OF MEMBERS AND BUY-OUTS OF MEMBERS' MEMBERSHIP RIGHTS; MISCELLANEOUS MATTERS RELATING TO MEMBERS

1. Whether to permit a member to sell or otherwise to transfer all or any part of the member's membership rights;

2. Whether to permit a member to pledge all or any part of a member's membership rights;

3. Whether to admit a person as a member;

4. Whether to expel a member;

5. Whether to dissociate a member on the ground of the member's having become disabled, and, if so, as of what date and on what terms;

6. Whether to dissociate a member on the ground of the member's divorce;

7. Whether to authorize the LLC or one or more other members to purchase all or any part of a member's membership rights upon the member's dissociation by death, resignation, expulsion, bankruptcy or otherwise (and, if so, on what terms);

8. Whether to authorize the LLC or one or more other members to purchase all or any part of a member's membership rights other than in connection with the member's dissociation (and, if so, on what terms);

IV. MATTERS INVOLVING IMPORTANT CHANGES IN THE LLC'S STRUCTURE, GOVERNANCE OR PURPOSE

1. Whether to amend the articles of organization of the LLC concerning its purpose, duration, form of management or any other matter;

2. Whether to amend any provision of the operating agreement;

3. Whether to authorize the LLC to sell 50% or more of its assets (by current fair market value) in a single transaction or in a series of related transactions;

4. Whether to authorize the LLC to engage in a merger, conversion or reorganization (including any spin-off or generally similar transaction);

5. Whether to authorize the dissolution of the LLC and, if the dissolution is authorized, on what date to file its certificate of dissolution and what date to set as the effective date of the termination of its legal existence;