OPERATING AGREEMENT OF
YOUR COMPANY’S NAME, LLC
A MASSACHUSETTS LIMITED LIABILITY COMPANY

EFFECTIVE AS OF JANUARY 1, 2003


EXPLANATORY STATEMENT

___________Your Name__________________________ has determined to organize and operate a limited liability company in accordance with the terms of, and subject to the conditions set forth in, these Regulations.

NOW, THEREFORE the terms and conditions under which the limited liability company are to be organized and operated are as follows:

SECTION I
DEFINED TERMS

The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of these Regulations; and, throughout these Regulations, those terms shall have the meanings respectively ascribed to them.

“Act” means the Texas Limited Liability Company Act, as amended from time to time.

“Regulations” means these Regulations, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

“Company” means the limited liability company organized in accordance with these Regulations.

“Comptroller” means the Comptroller of Public Accounts of the State of Texas.

“Interest” means a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company.

“Interest Holder” means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

“Involuntary Withdrawal” means, with respect to ________Your Company_____________________________, the occurrence of any of the following events:

(i) the making of an assignment for the benefit of creditors;

(ii) the filing of a voluntary petition of bankruptcy;


(iii) the adjudication as a bankrupt or insolvent or the entry against __________Your Company___________________________ of an order for relief in any bankruptcy case or insolvency proceeding; or

(iv) _________Your name____________________________’s death or adjudication by a court of competent jurisdiction as incompetent to manage _____________Your name________________________’s person or property.


“Member” means the Person signing these Regulations and any Person who subsequently is admitted as a member of the Company.

“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (i) Interest; (ii) right to inspect the Company’s books and records; (iii) right to participate in the management of and vote on matters coming before the Company; and (iv) unless these Regulations or the Articles of Organization provide to the contrary, tight to act as an agent of the Company.

“Person” means and includes an individual, corporation, partnership, association, limited liability company, or other entity, or a trust or estate.

“Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code.

“Successor” means all Persons to whom all or any part of an Interest is transferred either because of (i) the sale or gift by _______________Your name for all these blanks______________________ of all or any part of his Interest, (ii) an assignment of _____________________________________’s Interest due to _____________________________________’s Involuntary Withdrawal, or (iii) because _____________________________________ dies and the Persons are _____________________________________’s personal representatives, heirs, or legatees.

“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

“Withdrawal” means a Member’s dissociation from the Company by any means.

SECTION II
FORMATION AND NAME; OFFICE; PURPOSE; TERM

2.1. ORGANIZATION. _____________________________________ hereby organizes a limited liability company pursuant to the Act and the provisions of these Regulations and, for that purpose, has caused Articles of Organization to be prepared, executed and filed with Texas Secretary of State to be effective on January 1, 2005, 12:01 a.m..

2.2. NAME OF THE COMPANY. The name of the Company shall be “_________________ , LLC.” The Company may do business under that name and under any other name or names upon which _____________________________________ may, in his sole discretion, determine. If the Company does business under a name other than that set forth in its Articles of Organization, then the Company shall file an assumed name certificate as required by law.

2.3. PURPOSE. Company is organized to: engage in the business of the transaction of any or all lawful business for which limited liability companies may be organized under the Texas Limited Liability Company Act; and to have all of the powers permitted by the Act, as amended from time to time.

2.4. PRINCIPAL OFFICE. The principal office of the Company in the State of Texas shall be located at ______________or at any other place within the State of Texas which _____________________________________, in his sole discretion, determines.

2.5. RESIDENT AGENT. The name and address of the Company’s resident agent in the State of Texas shall be (your name and address.)

2.6. MEMBERS. The name and present mailing address is set forth on Exhibit A.

SECTION III
MEMBERS, CAPITAL

3.1. INITIAL CAPITAL CONTRIBUTIONS. Upon the execution of these Regulations, _______(doesn’t matter how much)______________________________ shall contribute to the Company the cash and property set forth on Exhibit A and the Company shall then commence to do business.

3.2. NO OTHER CAPITAL CONTRIBUTIONS REQUIRED. No Member shall be required to contribute any additional capital to the Company, and except as set forth in the Act, no Member shall have any personal liability for any obligations of the Company.

3.3. LOANS. Any Member may, at anytime, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree.

SECTION IV
PROFIT, LOSS, AND DISTRIBUTIONS

4.1. DISTRIBUTIONS OF CASH FLOW. Cash Flow for each taxable year of the Company shall, at _____________________________________’s request be distributed to _____________________________________ no later than seventy-five (75) days after the end of the taxable year.

4.2. ALLOCATION OF PROFIT OR LOSS. All Profit or Loss shall be allocated to _____________________________________.(you)

4.3. LIQUIDATION AND DISSOLUTION. If the Company is liquidated, the assets of the Company shall be distributed to _____________________________________ (you)or to a Successor or Successors.

SECTION V
MANAGEMENT: RIGHTS, POWERS, AND DUTIES

5.1. MANAGEMENT. The Company shall be managed solely by _____________________________________.(you)

5.2. PERSONAL SERVICES. _____________________________________(you for all) shall not be required to perform services for the Company solely by virtue of being a Member. However, it is expected that _____________________________________ shall perform services and it is in consideration of these services that the Company is distributing all of its Cash Flow to _____________________________________ and allocating all of its Profit to _____________________________________.

5.3. LIABILITY AND INDEMNIFICATION.

5.3.1. _____________________________________ shall not be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by him with respect to Company matters, except for fraud.

5.3.2. The Company shall indemnify _____________________________________(you) for any act performed by him with respect to Company matters, except for fraud.

SECTION VI
TRANSFER OF INTERESTS AND WITHDRAWALS OF MEMBERS

6.1. TRANSFERS. Transfer of any Membership Rights requires unanimous consent of Members. Being the sole Member, _____________________________________ may therefore Transfer all, or any portion of, or his Interest or rights in, his Membership Rights to one or more Successors.

6.2. TRANSFER TO A SUCCESSOR. In the event of any Transfer of all or any part of _____________________________________’s Interest to a Successor, the Successor shall thereupon become a Member and the Company shall be continued.

SECTION VII
DISSOLUTION, LIQUIDATION, AND
TERMINATION OF THE COMPANY

7.1. EVENTS OF DISSOLUTION. The Company shall be dissolved (i) if _____________________________________(your name for all of these) determines, or if a Successor determines, or all of the Successors unanimously determine, to dissolve the Company, or (ii) the Company has no Members for a period of ninety one (91) consecutive days. The Company shall not dissolve merely because of _____________________________________’s Involuntary Withdrawal.

7.2. PROCEDURE FOR WINDING UP AND DISSOLUTION. If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the Persons who are the Members of the Company in proportion to their Interests.

7.3. FILING OF ARTICLES OF DISSOLUTION. If the Company is dissolved, Articles of Dissolution shall be promptly filed with the Secretary of State. If there are no remaining Members, the Articles shall be filed by the last Person to be a Member; if there are no remaining Members, or a Person who last was a Member, the Articles shall be filed by the legal or personal representatives of the Person who last was a Member.

SECTION VIII
ACCOUNTING AND TAX ELECTIONS

8.1. BANK ACCOUNTS. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. _____________________________________ shall determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.

8.2. ANNUAL ACCOUNTING PERIOD. The annual accounting period of the Company shall be its taxable year. The Company’ s taxable year shall be selected by _____________________________________, subject to the requirements and limitations of the Code.

8.3. TAX ELECTION. The company will be a single member LLC and therefore taxed as a sole proprietor as a pass through entity.

SECTION IX
GENERAL PROVISIONS

9.1. ASSURANCES. _____________________________________ shall execute all such certificates and other documents and shall do all such filing, recording, publishing, and other acts as _____________________________________ deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

9.2. APPLICABLE LAW. All questions concerning the construction, validity, and interpretation of these Regulations and the performance of the obligations imposed by these Regulations shall be governed by the internal law, not the law of conflicts, of the State of Texas.

9.3. SECTION TITLES. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of these Regulations or the intent of the provisions hereof

9.4. BINDING PROVISIONS. These Regulations are binding upon, and inure to the benefit of, _____________________________________ and his heirs, executors, administrators, personal and legal representatives, Successors, and permitted assigns.

9.5. SEPARABILITY OF PROVISIONS. Each provision of these Regulations shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of these Regulations which are valid.

IN WITNESS WHEREOF, _____________________________________ executed these Regulations this .

MEMBER:



____________________________________ _____________________________________



EXHIBIT A
MEMBER OF _________________ , LLC


Member's
Name and Address Initial Capital Sharing Interest Voting Interest Equity Interest

1. _____________________________________
Your name and address $100
Insert your companies name and state