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operating_agreement.md

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Operating Agreement for Awesome Controller LLC

Effective as of February 18, 2012.

Operating Agreement for Awesome Controller LLC

This Operating Agreement (this Agreement) is made effective as of February 18, 2012 (the Effective Date), by and among the undersigned parties, Awesome Controller LLC, an Indiana limited liability company (the Company), and the parties identified in [Exhibit A](#Exhibit A) as the Members of the Company. The Company was organized as a limited liability company under the Indiana Business Flexibility Act, as amended (Indiana Code Sections 23-18-1-1 et seq.) (the Act). In consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, and intenting to be legally bound hereby, the undersigned parties hereby agree as follows:

WITNESSETH:

WHEREAS, the Company and the members of the Company wish to enter in to this Agreement to govern certain aspects of the operations of the Company and to set forth the rights and obligations of the members of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:

Terms and Conditions

In consideration of the mutual covenants and agreements contained in this Agreement, and intending to be legally bound thereby, the undersigned parties hereby agree to the following terms and conditions:

Definitions

Unless the context or rules of grammar otherwise require, or unless otherwise expressly provided in this Agreement, the capitalized and tick-delimeted terms used in this Agreement shall have the meaning as set forth below:

  • Act has the meaning set forth in the introductory paragraph.
  • Agreement has the meaning set forth in the introductory paragraph.
  • Articles means the Articles of Organization filed by the Company with the Indiana Secretary of State, as amended or restated from time to time.
  • Assignment Event of Dissociation means the notice of a Member of his intent to assign any or all of his Interest, required prior to any transfer of an Interest to a third party, following which the assignee of such Interest may become a Member pursuant to [Article 8](#Article 8). Assignment Event of Dissociation notice has the meaning set forth in [Section 8.6.1](#Section 8.6.1).
  • Company has the meaning set forth in the introductory paragraph.
  • Event of Dissociation means the occurrence of an Assignment Event of Dissociation or a Non-Assignment Event of Dissociation.
  • Member means a Person admitted to membership in the Company in accordance with the Act, the Articles and this Agreement and as to whom an Event of Dissociation has not occurred.
  • Non-Assignment Event of Dissociation means the dissolution, withdrawal, death, retirement, resignation, removal, or Bankruptcy of a Member, or the disability of a Member substantially preventing him from carrying out his obligations for the business. The filing of a Petition for Dissolution of Marriage by any Member or any Member's spouse shall also constitute a Non-Assignment Event of Dissociation, unless the Member's spouse provides a valid and enforceable waiver of interest in the M"operating agreement" vs "articles of organization"ember's interest in the Company, or a court of competent jurisdiction enters an order declaring that the Member's spouse shall have no interest in the Company. In order to avoid the treatment of a dissolution petition as a Non-Assignment Event of Dissociation, the waiver and/or court order must be approved by the Managers, which approval they may render or withhold in their sole individual discretion.

Organization and Term

  1. Formation. The Company was formed pursuant to the Act. The rights and liabilities of the Members