Limited Liability Company
Operating Agreement
Management

VII. MANAGEMENT

1. Management of Business. The Company shall be managed by MANAGER 1, NAME ("Manager"), so long as he/she is able and willing to serve. If MANAGER 1 , NAME, shall ever resign, or be unable or unwilling to serve as Manager, then MANAGER 2, NAME, who resides at ADDRESS, shall serve as the successor. If he is unable or unwilling, than he shall designate a successor Manager by giving written Notice to the Members. The terms, duties, compensation, and benefits, if any, of the Managers shall be as follows: MANAGER shall recieve compensation for serving as Manager as follows: DESCRIBE COMPENSATION. The duties of the Manager shall be those duties reasonably necessary to conduct the Business of the Company, and shall include, but not be limited to: DESCRIBE DUTIES.

2. Removal of Managers. Any Manager may e removed at any time, with or without cause, by the affirmative vote of Seventy-Five(75%) of the Membership Interests in the Compnay then entitled to vote.

3. General Powers of Managers. Except as may otherwise be provided in this Operating Agreement, the ordinary and usual decisions concerning the business and affairs of the Company, shall be made by the Managers. The managers have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including, the power to:

  1. Purchase, lease, or otherwise acquire any real or personal property;
  2. Sell, convey, mortgage, grant a security interest in, pledge,lease, exchange, or otherwise dispose or encumber any real or personal property;
  3. Open one or more depository accounts and make deposits into ans checks and withdrawls against such accounts;
  4. Borrow money, incur liabilities, and other obligations;
  5. Enter into any and all agreements and execute any and all contracts, documents, and instruments relating to the Business;
  6. Engage consultants and agents, define their respective duties and establish their compensation or remuneration;
  7. Obtain insurance covering the Business and affairs of the Company's name;
  8. Participate with others in partnerships, joint ventures, and other associations and strategic alliances only where same are directly in pursuit of the Business, as defined above.

As an express limitation on the nature of the Business and the powers granted the Managers herein, the Company is intended to hold real estate for investment purpsoes only, and no activities inconsistant with such limited purposes shall be undertaken.

4. Limitations. Notwithstanding the foregoing and any other provision contained in this Operating Agreement to the contrary, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by any Manager on behalf of the Company except by the consent of Seventy-Five(75%) of all Membership Interests with respect to:

  1. Any significant and material purchase, receipt, lease, exchange, or other acquisition of any real or personal property or business;
  2. The sale of all or substantially all of the assets and property of the Company;
  3. Any mortgage, grant of security interest, pledge, or encumberance upon all or substantially all of the assets and property of the Company;
  4. Any merger;
  5. Any amendment or restatement of the Articles or of this Operating Agreeement;
  6. Any matter which could result in a change in the amount or character of the Company's capital;
  7. Any change in the character of the business and affairs of the Company;
  8. The commission of any act which would make it impossible for the Company to carry on its ordinary business and affairs;
  9. Any act that would contravene any provision of the Articles or of this Operating agreement or the Act.

5. Standard of Care. Every Manager shall discharge his or her duties as a Manager in good faith, with care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the Company. A manager shall not be liable for any monetary damages to the Company for any breach of such duties except for a receipt of a financia benefit to which the Manager is not entitled; voting for or assenting to a distribution to Members in violation of this Operating Agreement or the Act; or a knowing violation of the law.

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