1 Introductory Clauses and Definitions (Both are optional but common) Recitals as to the persons forming the C Recitals

ls as to the ob!ecti"es of the C Recitals as to the possibility of or intention to admit additional members #ppropriate recitals if the C replaces a pre"ious agreement bet$een the parties % Basic &embership 'tructure #nalogy to corporation #ll common shares or di"ision bet$een common and preferred( Different classes of preferred( Do all members ha"e the same rights) or should there be different classes for "oting) distributions) or both( * +urposes #ny la$ful business acti"ity or limit the purpose to something more specific( 'pecific line of business (e,g,) manufacture lighting fi-tures) 'pecific contract (e,g,) perform the obligations under a certain go"ernment contract) 'tate that the purpose of the C is for a certain business) but then add another pro"ision allo$ing any la$ful business( . Duration Continue until dissol"ed( 'ome fi-ed term( #utomatic rene$als after that( / &embership Certificates 0ot necessary 1 can pro"ide that a notice $ill be pro"ided to any member specifying his or her interest on re2uest Can de"elop one and put it as an e-hibit &ay $ant some details such as $ho can sign certificates) etc, +rocedures for replacing lost certificates( 3 'eal 4 If Desired 5 'tatement of imited iability 6 Capital Contributions 7ften listed in an e-hibit 'hould the agreement pro"ide for the amendment of that e-hibit from time to time( If no additional capital contributions are allo$ed) the agreement might so pro"ide, If additional capital contributions are called for) the procedures for ma8ing them should be spelled out, 9he liabilities and responsibilities of the parties in the e"ent a member does not ma8e a re2uired capital contribution $hen one is called for should be spelled out in detail) including procedures to be follo$ed,

: Capital #ccounts #greements generally pro"ide that no interest shall be paid on any capital account and that no member is entitled to the return of his or her capital account, Re2uired by ta- la$ and also as a practical matter so that members 8no$ the "alue of their interests from time to time, 9a- la$ contains some comple- but mandatory rules) agreement should incorporate those by reference and pro"ide that capital accounts should be maintained in accordance $ith those rules, 'ame for allocations of income) gain) loss) deductions) and credits, +ro"ide that) if C pro"isions are inconsistent $ith ta- la$) the ta- la$ go"erns, Consider re"ie$ by a ta- e-pert, 1; Distributions +rocedures for calling for and ma8ing distributions (can be open1ended 1 i,e,) distributions made $hen members agree), &ade in proportion to their membership interests( Is it appropriate to ha"e mandatory 2uarterly distributions in the amount of each member<s e-pected ta- liability so that such liability could be paid $ith the 2uarterly estimates( +rohibition of any distribution $hich $ould "iolate rele"ant la$s, 11 Dissolution =hen specified in the rele"ant documents =hen the members (or managers) decide #ppointment of a li2uidator >inal accounting procedures #ssets sold) distributed to members) or a combination( +riorities for distribution creditors (include members $ho are also creditors() members) in accordance $ith the la$ or rele"ant documents Re2uirement that certificate of formation be canceled upon dissolution 1% &anagement By members or some other $ay &embers elect managers) $ho then appoint officers 7ne of the members manages the C C contracts $ith a manager &anagement by members =ho is a member( &ember of record as of a certain date( 0eed to prepare a list of members entitled to "ote( Can an interested member participate fully) or only for those transactions in $hich the member is not interested( &eetings =hen( ?o$ fre2uent( =here(

 Is action by $ritten consent 7@( 9elephone meeting 7@( 0otices of meetings Auorum #d!ournments &inutes or records of meetings Committees ?o$ appointed( =hom do they represent( ?o$ can they be remo"ed( =hat po$ers do they ha"e( #ny additional compensation for members ser"ing on a committee and attending committee meetings( &a!ority rule for all things) or superma!ority for some( #ppointment or remo"al of certain officers or indi"iduals &aterial change in the nature of the business 9ransactions o"er a certain dollar amount Borro$ings) pledges or leases o"er a certain amount #ny merger or ac2uisition or any sale of a portion of the business #ny change in the go"erning documents #dmission of ne$ members or remo"al of e-isting members 9ransactions bet$een the C and any of the members i2uidation &anagement by &anagers Issues similar to those in the by1la$s of regular corporations ?o$ many managers( ?o$ elected( ?o$ remo"ed( 9erm of office ?o$ are "acancies to be filled( &eetings 1 regular B special 7ther issues similar to those abo"e 7fficers Issues similar to those in a corporation =hich officers( ?o$ appointed( 9o $hom do they report( Remo"al Resignation Compensation 1* Indemnification Decision as to $hether to ta8e ma-imum ad"antage of all fle-ibility allo$ed by state la$ Cenerally this is done 1 sometimes e"en including any fle-ibility authoriDed by ne$ la$s, +rocedures for indemnification

 =ho authoriDes( Include ad"ancing defense costs Indemnification e"en after termination of relationship of indemnified party $ith the company( E-clusion for claims brought by the person see8ing indemnification 1. Insurance Include authoriDation to purchase Director and 7fficer insurance, 1/ 9ransfers of &embership Interest #llo$ed but only $ith the consent of the board or other members and only if the transferee e-ecutes the same documents e-ecuted by the other members( E-ceptions for such things as transfer to related parties or affiliates( Rights of the transferee until the transferee is admitted as a substitute member( Cenerally) transferee has no right to "ote or participate in the management of the business, 'hould there by a right of first refusal on the part of the C) or the other members of the C) if a member $ants to transfer its interest to an unrelated party( 13 =ithdra$al Can be go"erned by the agreement, &ay not be able to pre"ent $ithdra$al) but agreement could ma8e such $ithdra$al a breach and establish certain rights and remedies, 0o member can $ithdra$ or be repaid its capital contribution, 0o $ithdra$ing member can recei"e any of its capital contribution unless all debts of the C ha"e been paid or pro"ided for, E-ception for any restrictions on $ithdra$al upon consent of all the other members( 15 Boo8s and Records Complete and accurate boo8s and records to be maintained and 8ept at (designated place), 7ften the company<s principal place of business &ust maintain a complete and accurate list of all members and their membership interests, +ro"ision allo$ing any records to be 8ept electronically, 16 >iscal Fear Important to establish 1 often the calendar year, 1: 9a- Classification Cenerally a partnership and members should agree not to do anything inconsistent $ith that, 'hould designate a ta- matters partner and should establish the duty of the ta- matters partner to file returns) consult and notify members as appropriate) etc, >or $hat things might the ta- partner be re2uired to obtain permission from the other members( (+erhaps anything contemplated by GG 3%%%13%*% of the Internal Re"enue

Code() %; Ceneral +ro"isions Entire #greement #mendments Co"erning a$ 0otices 'uccessors and #ssigns