Professional Operating Contract
This Corporation Operating Agreement ("Agreement") is entered into as of January 1, 2075, by and among [YOUR COMPANY NAME], a corporation organized and existing under the laws of the state of California, and its shareholders (the "Shareholders").
I. DEFINITIONS
In this Agreement, the following terms shall have the meanings ascribed to them:
"Corporation" refers to [YOUR COMPANY NAME].
"Shareholder" refers to any individual or entity owning shares in the Corporation.
"Operating Agreement" refers to this document, the governing terms for the operation of the Corporation.
II. FORMATION AND PURPOSE
Formation of the Corporation: The Corporation is formed pursuant to the laws of the State of California.
Purpose: The primary purpose of the Corporation is to engage in real estate development and management, and any other lawful business activity as agreed upon by the Shareholders.
III. TERM OF OPERATION
The Corporation shall commence on the date of formation and continue until dissolved as provided in this Agreement.
IV. CAPITAL CONTRIBUTIONS
Initial Contributions: The Shareholders agree to contribute capital as follows:
Additional Contributions: The Corporation may request additional capital contributions as needed, subject to the approval of the Shareholders.
V. MANAGEMENT AND GOVERNANCE
Board of Directors: The Corporation shall be managed by a Board of Directors consisting of 3 directors. The initial directors are:
Talia Jacobs
Jordan Martinez
Alex Chang
Officers: The Corporation shall have the following officers, with duties and responsibilities as described herein:
Decision-Making Process: All decisions shall be made by a majority vote of the Board of Directors or as otherwise specified in this Agreement.
VI. SHARES AND SHAREHOLDER RIGHTS
Issuance of Shares: The Corporation is authorized to issue 500,000 shares of common stock with a par value of $1.00 per share.
Rights and Preferences: Each Shareholder shall have the right to vote on corporate matters in accordance with their share ownership, unless otherwise specified.
Transfer of Shares: Shares may be transferred to third parties only with the consent of 75% of the Shareholders.
VII. DISTRIBUTIONS AND PROFITS
Profit Distributions: Profits shall be distributed to Shareholders in proportion to their respective ownership of shares, subject to available funds and Board approval.
Timing of Distributions: Distributions may be made on a quarterly or annual basis, or at such other intervals as determined by the Board.
VIII. ACCOUNTING AND RECORDS
Fiscal Year: The fiscal year of the Corporation shall begin on January 1 and end on December 31.
Financial Statements: The Corporation shall prepare and maintain accurate financial statements in accordance with generally accepted accounting principles (GAAP).
IX. DISSOLUTION
Voluntary Dissolution: The Corporation may be dissolved upon the consent of 80% of the Shareholders.
Involuntary Dissolution: The Corporation shall be dissolved in accordance with applicable state laws or if deemed necessary by a court of law.
X. CONFIDENTIALITY
Confidential Information: All Shareholders agree to maintain the confidentiality of any sensitive information relating to the Corporation’s operations, business strategies, or financial matters.
Non-Disclosure Agreement: Shareholders may be required to sign a separate non-disclosure agreement to further protect the Corporation’s confidential information.
XI. INDEMNIFICATION
The Corporation agrees to indemnify its Shareholders, Directors, and Officers against any legal claims arising from their actions in good faith in the course of business, subject to the limitations set forth by applicable law.
XII. AMENDMENTS
This Agreement may be amended, modified, or supplemented by the written consent of 75% of the Shareholders.
XIII. MISCELLANEOUS
Governing Law: This Agreement shall be governed by the laws of the State of California.
Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings.
IN WITNESS WHEREOF, the parties have executed this Corporation Operating Agreement as of the date first written above.
[SIGNATURES OF SHAREHOLDERS]
Talia Jacobs: _________________________
Jordan Martinez: _____________________
Alex Chang: __________________________
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