Manager-Managed LLC Operating Agreement
I. Formation of the Company
1.1 Name of the Company. The name of the limited liability company is [YOUR COMPANY NAME], hereinafter referred to as the "Company."
1.2 State of Organization. The Company is organized under the laws of the State of Tennessee.
1.3 Principal Office. The principal office of the Company shall be located at Knoxville, TN 37901, or at such other location as may be determined by the Manager(s).
1.4 Purpose The purpose of the Company is to engage in any lawful business for which a limited liability company may be organized under the laws of the State of Tennessee.
II. Members and Ownership
2.1 Members. The Members of the Company are listed in Exhibit A, which is attached hereto and incorporated by reference.
2.2 Membership Interests. Each Member's ownership interest in the Company is expressed as a percentage, as set forth in Exhibit A.
2.3 Admission of New Members. The admission of new Members shall require the unanimous consent of the existing Members.
III. Management of the Company
3.1 Manager-Managed Structure. The Company shall be managed by a Manager or Managers, as designated in this Agreement.
3.2 Appointment of Manager(s). The initial Manager(s) of the Company is/are:
3.3 Authority of Manager(s). The Manager(s) shall have full and exclusive authority, power, and discretion to manage and control the business, property, and affairs of the Company.
3.4 Limitations on Authority. The Manager(s) shall not have the authority to perform any of the following actions without the consent of a majority of the Members:
Amend this Operating Agreement.
Sell or dispose of all or substantially all of the Company's assets.
Merge or consolidate the Company with another entity.
IV. Capital Contributions
4.1 Initial Contributions. Each Member shall contribute the amount set forth in Exhibit A as their initial capital contribution.
4.2 Additional Contributions. No Member shall be required to make additional capital contributions unless agreed to by all Members.
V. Distributions
5.1 Timing of Distributions. Distributions shall be made to Members at such times and in such amounts as determined by the Manager(s), subject to applicable law.
5.2 Allocation of Distributions. Distributions shall be allocated among the Members in proportion to their ownership interests, as set forth in Exhibit A.
VI. Meetings and Voting
6.1 Member Meetings. Meetings of the Members may be called by the Manager(s) or by Members holding at least 25% of the ownership interests.
6.2 Voting Rights. Each Member shall have voting rights proportional to their ownership interest.
6.3 Quorum. A quorum for the transaction of business shall consist of Members holding a majority of the ownership interests.
VII. Dissolution and Termination
7.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following events:
The unanimous written consent of the Members.
The sale or disposition of all or substantially all of the Company's assets.
The entry of a decree of judicial dissolution.
7.2 Winding Up. Upon dissolution, the Manager(s) shall wind up the affairs of the Company, liquidate its assets, and distribute the proceeds in the following order:
To creditors, including Members who are creditors.
To Members in accordance with their ownership interests.
VIII. Miscellaneous Provisions
8.1 Amendments. This Agreement may be amended only by a written agreement signed by all Members.
8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
8.3 Entire Agreement. This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements.
8.4 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the 1st day of January, 2052.
[YOUR NAME], President
Signature: _______________________
Jacklyn Lockman, Manager
Signature: _______________________
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