Free Sample Corporation Operating Agreement

I. Definitions and Interpretations

1. Company Name: [YOUR COMPANY NAME], a corporation organized and existing under the laws of the State of California, with its principal place of business at [YOUR COMPANY ADDRESS].

2. Effective Date: This Operating Agreement is effective as of January 1, 2062.

3. Members: The individuals or entities who are signatories to this Agreement and listed in Exhibit A.

4. Fiscal Year: The fiscal year of the Company shall end on December 31, 2062.

II. Purpose

The purpose of [YOUR COMPANY NAME] is to engage in providing high-quality educational consulting services, and any other lawful activities permitted under the laws of the State of California.

III. Offices

1. Principal Office: The principal office of the Company is located at [YOUR COMPANY ADDRESS].

2. Registered Office and Agent: The Company’s registered office is located at [YOUR COMPANY ADDRESS], and the registered agent is [YOUR NAME].

IV. Capital Contributions

1. Initial Contributions: Each Member shall contribute the amounts set forth in Exhibit B attached hereto.

2. Additional Contributions: Any additional contributions shall require unanimous consent of all Members.

3. No Interest: No Member shall receive interest on their contributions.

V. Management

1. Board of Directors: The Company shall be managed by a Board of Directors consisting of three members. The initial Directors are listed in Exhibit C.

2. Officers: The Officers of the Company shall include a President, Treasurer, and Secretary, who shall be elected by the Board of Directors.

3. Decision-Making: Decisions shall be made by a majority vote of the Board of Directors, unless otherwise specified.

VI. Distributions

1. Timing: Distributions shall be made at such times as the Board of Directors determines.

2. Allocation: Distributions shall be allocated among Members based on their ownership percentages as outlined in Exhibit B.

VII. Meetings

1. Annual Meetings: The annual meeting of the Members shall be held on January 15, 2062, at 10:00 AM, at the principal office of the Company or as otherwise specified in the meeting notice.

2. Special Meetings: Special meetings may be called by the Board of Directors or Members holding at least 25% of the ownership interest.

3. Notice of Meetings: Written notice of the date, time, and place of meetings shall be provided no less than 10 days prior to the meeting.

VIII. Records and Reports

1. Books and Records: The Company shall maintain complete and accurate books of account and records.

2. Annual Reports: The Board of Directors shall prepare an annual report, including financial statements, to be distributed to Members.

IX. Amendments

This Agreement may be amended only by a written instrument signed by all Members.

X. Dissolution and Termination

1. Dissolution Events: The Company shall dissolve upon the occurrence of any of the following events:

   • Consent of all Members.

   • The sale or liquidation of all Company assets.

   • Entry of a decree of judicial dissolution.

2. Distribution of Assets: Upon dissolution, the Company’s assets shall be distributed in the following order:

   • Payment of Company debts and liabilities.

   • Distribution to Members in accordance with their ownership interests.

XI. Miscellaneous Provisions

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California.

2. Entire Agreement: This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements.

3. Severability: If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in effect.

XII. Signatures

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first above written.

Members:

[YOUR NAME]
Signature: ______________________________
Date: January 1, 2062

Golda Larson
Signature: ______________________________
Date: January 1, 2062

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