Annotated Long Form Operating Agreement for Member-Managed LLC

OPERATING AGREEMENT

FOR

______________________________________ LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

This Operating Agreement is made as of , _______, [("Effective Date") - don’t use if desire the effective date specified in section 2.1] by and among the parties listed on the signature pages hereof, with reference to the following facts:

A.  On _____________, ________, Articles of Organization for ______________ LLC (the "Company"), a limited liability company organized under the laws of the State of California, were filed with the California Secretary of State.

B.  The parties desire to adopt and approve an operating agreement for the Company.

OR

THIS OPERATING AGREEMENT ("Agreement") is made as of _____________, ______ ("Effective Date"), by and among __________________, ______________________, and each of those Persons who become a Company Member and/or Manager in accordance with the terms of this Agreement.

RECITAL:

The Members desire to enter into this Agreement for the Company to delineate their rights and liabilities as members, to provide for the Company’s management, and to provide for certain other matters, all as permitted under the Beverly-Killea Limited Liability Company Act.

AGREEMENT:

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings specified below or elsewhere in this Agreement and when not so defined shall have the meanings specified in California Corporations Code Section 17001 (such terms are equally applicable to both the singular and plural derivations of the terms defined):

1.1 "Act" shall mean the Beverly-Killea Limited Liability Company Act, codified in the California Corporations Code, Section 17000 et seq., as the same may be amended from time to time.

1.2 "Affiliate" of a Member or Manager shall mean any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Member or Manager, as applicable. The term "control," as used in the immediately preceding sentence, shall mean with respect to a corporation or limited liability company the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.