This Operating Agreement ("Agreement") of [LLC NAME], a [STATE] limited liability company (the "Company"), is entered into on [DATE] by and among the Company and the persons listed on Schedule A attached hereto (individually a "Member" and collectively the "Members").

1. FORMATION AND PURPOSE

1.1 Formation: The Company was formed by filing Articles of Organization with the Secretary of State of [STATE] on [FORMATION DATE].

1.2 Name: The name of the Company is [LLC NAME].

1.3 Principal Place of Business: The principal place of business of the Company is located at [BUSINESS ADDRESS].

1.4 Purpose: The purpose of the Company is to [BUSINESS PURPOSE] and to engage in any other lawful business activity.

1.5 Term: The Company shall continue in existence until [TERMINATION DATE OR "dissolved in accordance with this Agreement"].

2. MEMBERS AND MEMBERSHIP INTERESTS

2.1 Members: The initial Members and their respective Membership Interests are set forth on Schedule A.

2.2 Membership Interests: Each Member's percentage interest in the Company's profits, losses, and distributions shall be as set forth on Schedule A.

2.3 Capital Contributions: Each Member's initial capital contribution is set forth on Schedule A. Additional capital contributions may be made as agreed by the Members.

2.4 No Return of Capital: Members shall not be entitled to the return of their capital contributions except as specifically provided in this Agreement.

3. MANAGEMENT STRUCTURE

3.1 Management Type: The Company shall be [MEMBER-MANAGED/MANAGER-MANAGED].

3.2 Member-Managed LLC: [If member-managed] All Members shall have equal rights to manage and control the business and affairs of the Company.

3.3 Manager-Managed LLC: [If manager-managed] The Company shall be managed by [MANAGER NAME(S)] (the "Manager(s)"). Managers need not be Members.

3.4 Authority: [MEMBERS/MANAGERS] shall have the authority to bind the Company in the ordinary course of business.

3.5 Major Decisions: The following decisions require approval of [PERCENTAGE]% of Members:

a) Amendment of this Operating Agreement;

b) Admission of new Members;

c) Sale of substantially all Company assets;

d) Merger or dissolution of the Company;

e) Loans or guarantees exceeding $[AMOUNT];

f) [ADDITIONAL MAJOR DECISIONS];

4. VOTING RIGHTS

4.1 Voting Power: Each Member's voting power shall be proportionate to their Membership Interest percentage.

4.2 Meetings: Member meetings may be called by any Member holding at least [PERCENTAGE]% interest with [NOTICE PERIOD] days written notice.

4.3 Quorum: A quorum for Member meetings shall be Members holding at least [PERCENTAGE]% of Membership Interests.

4.4 Action by Written Consent: Any action may be taken by written consent of Members holding the required percentage of Membership Interests.

5. CAPITAL CONTRIBUTIONS AND ACCOUNTS

5.1 Initial Contributions: Each Member has made the initial capital contribution set forth on Schedule A.

5.2 Additional Contributions: Additional capital contributions may be required upon approval of [PERCENTAGE]% of Members.

5.3 Failure to Contribute: If a Member fails to make a required additional capital contribution, their Membership Interest may be diluted proportionately.

5.4 Capital Accounts: The Company shall maintain a separate capital account for each Member reflecting their contributions, distributions, and allocated profits/losses.

6. ALLOCATIONS AND DISTRIBUTIONS

6.1 Profit and Loss Allocation: Profits and losses shall be allocated to Members in proportion to their Membership Interest percentages.

6.2 Distributions: Distributions shall be made to Members pro rata in accordance with their Membership Interest percentages.

6.3 Tax Distributions: The Company shall make tax distributions to Members sufficient to cover their estimated tax liabilities from Company income.

6.4 Distribution Restrictions: No distributions shall be made if such distribution would violate applicable law or render the Company insolvent.

7. TRANSFER OF MEMBERSHIP INTERESTS

7.1 Transfer Restrictions: No Member may transfer all or any portion of their Membership Interest without compliance with this Agreement.

7.2 Right of First Refusal: Before transferring to a third party, the transferring Member must:

a) Provide written notice to the Company and other Members;

b) Include the proposed transfer price and terms;

c) Allow [RESPONSE PERIOD] days for other Members to exercise their right of first refusal;

7.3 Permitted Transfers: Members may transfer interests to:

a) Immediate family members;

b) Trusts for the benefit of the Member or family;

c) Entities controlled by the Member;

d) [ADDITIONAL PERMITTED TRANSFEREES];

8. ADMISSION OF NEW MEMBERS

8.1 Admission Requirements: New Members may be admitted only upon approval of [PERCENTAGE]% of existing Members.

8.2 Admission Process: New Members must:

a) Execute this Operating Agreement;

b) Make required capital contributions;

c) Provide any required documentation;

d) Pay any admission fees;

9. WITHDRAWAL AND DISSOCIATION

9.1 Voluntary Withdrawal: A Member may voluntarily withdraw by giving [NOTICE PERIOD] days written notice to the Company.

9.2 Involuntary Dissociation: A Member shall be involuntarily dissociated upon:

a) Death or incapacity;

b) Bankruptcy or assignment for creditors;

c) Breach of this Agreement that remains uncured for [CURE PERIOD] days;

d) [ADDITIONAL DISSOCIATION EVENTS];

9.3 Valuation and Payment: Upon dissociation, the Company or remaining Members may purchase the departing Member's interest at fair market value as determined by [VALUATION METHOD].

10. BOOKS, RECORDS, AND INFORMATION

10.1 Records: The Company shall maintain complete books and records of its business and financial affairs.

10.2 Inspection Rights: Members may inspect Company books and records during regular business hours upon reasonable notice.

10.3 Financial Reporting: The Company shall provide Members with:

a) Annual financial statements within [TIMEFRAME] days of year-end;

b) Tax information necessary for Members' tax returns;

c) [ADDITIONAL REPORTING REQUIREMENTS];

11. COMPENSATION

11.1 Management Compensation: [MEMBERS/MANAGERS] may receive reasonable compensation for services rendered to the Company.

11.2 Reimbursement: The Company shall reimburse Members for reasonable business expenses incurred on behalf of the Company.

12. DISSOLUTION AND WINDING UP

12.1 Dissolution Events: The Company shall be dissolved upon:

a) Approval by [PERCENTAGE]% of Members;

b) The occurrence of any event that makes it unlawful to continue the business;

c) [ADDITIONAL DISSOLUTION EVENTS];

12.2 Winding Up: Upon dissolution, the Company's assets shall be distributed in the following order:

a) Payment of debts and liabilities;

b) Return of capital contributions;

c) Distribution of remaining assets pro rata to Members;

13. MISCELLANEOUS PROVISIONS

13.1 Governing Law: This Agreement shall be governed by the laws of [GOVERNING LAW STATE].

13.2 Dispute Resolution: Disputes shall be resolved through [MEDIATION/ARBITRATION/LITIGATION] in [JURISDICTION].

13.3 Amendment: This Agreement may be amended only by written consent of [PERCENTAGE]% of Members.

13.4 Severability: Invalid provisions shall not affect the remainder of this Agreement.

13.5 Binding Effect: This Agreement shall be binding upon Members and their successors and permitted assigns.