LLC Operating Agreement
LLC Operating Agreement
5.Management.
(a)Authority; Powers and Duties of the Member. The Member shall have
exclusive and complete authority and discretion to manage the operations and
affairs of the Company and to make all decisions regarding the business of the
Company. Any action taken by the Member shall constitute the act of and serve to
bind the Company. Persons dealing with the Company are entitled to rely
conclusively on the power and authority of the Member as set forth in this
Agreement. The Member shall have all rights and powers of a manager under the
Act, and shall have such authority, rights, and powers in the management of the
Company to do any and all other acts and things necessary, proper, convenient,
or advisable to effectuate the purposes of this Agreement.
(b)Election of Officers; Delegation of Authority. The Member may, from time
to time, designate one or more officers with such titles as may be designated by
the Member to act in the name of the Company with such authority as may be
delegated to such officers by the Member (each such designated person, an
"Officer"). Any such Officer shall act pursuant to such delegated authority until
such Officer is removed by the Member. Any action taken by an Officer
designated by the Member pursuant to authority delegated to such Officer shall
constitute the act of and serve to bind the Company. Persons dealing with the
Company are entitled to rely conclusively on the power and authority of any
officer set forth in this Agreement and any instrument designating such officer
and the authority delegated to him or her.
7.Term. The term of the Company shall be perpetual unless the Company is
dissolved and terminated in accordance with
12.Miscellaneous.
(a)Amendments. Amendments to this Agreement may be made only with the
consent of the Member.
(b)Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction).
(c)Severability. In the event that any provision of this Agreement shall be
declared to be invalid, illegal, or unenforceable, such provision shall survive to
the extent it is not so declared, and the validity, legality, and enforceability of the
other provisions hereof shall not in any way be affected or impaired thereby,
unless such action would substantially impair the benefits to any party of the
remaining provisions of this Agreement.
MEMBER:
______________________________________________
[SINGLE MEMBER NAME]
COMPANY:
[COMPANY NAME], a Delaware limited liability company
By: _____________________________________________
[SINGLE MEMBER NAME], its sole member