Alaska LLC Operating Agreement - Delaware Style

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[________________________________], LLC

A Limited Liability Company Organized Under the Laws of the State of Alaska

Effective Date: [__/__/____]

---

TABLE OF CONTENTS

Article	Title	Page
1	Formation and Name	1
2	Purpose and Powers	2
3	Members and Membership Interests	2
4	Capital Contributions	3
5	Allocations of Profits and Losses	4
6	Distributions	5
7	Management	6
8	Meetings and Voting	8
9	Transfer of Membership Interests	9
10	Admission of New Members	11
11	Withdrawal and Resignation	12
12	Dissolution and Winding Up	13
13	Books, Records, and Accounting	15
14	Indemnification	16
15	Amendments	17
16	Miscellaneous Provisions	17
17	Execution	19
Schedule A	Members and Capital Contributions	20

---

RECITALS

WHEREAS, the Members have formed a limited liability company pursuant to the Alaska Revised Limited Liability Company Act, AS 10.50 et seq. (the "Act"), by filing Articles of Organization with the Alaska Division of Corporations, Business and Professional Licensing; and

WHEREAS, the Members desire to enter into this Operating Agreement to set forth their respective rights, powers, duties, and obligations with respect to the Company and to govern the affairs of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

---

ARTICLE 1: FORMATION AND NAME

Section 1.1 Formation

The Members hereby acknowledge the formation of [________________________________], LLC (the "Company") as an Alaska limited liability company pursuant to the Alaska Revised Limited Liability Company Act, AS 10.50 et seq., by the filing of Articles of Organization with the Alaska Division of Corporations, Business and Professional Licensing on [__/__/____].

Section 1.2 Name

The name of the Company is [________________________________], LLC. The Company may conduct business under one or more assumed names as determined by the Members and in compliance with applicable Alaska law.

Section 1.3 Alaska Entity Number

The Alaska Entity Number assigned to the Company is: [________________________________]

Section 1.4 Registered Agent and Office

(a) Registered Agent: The name and address of the Company's registered agent in Alaska is:

Name: [________________________________]

Street Address: [________________________________]

City: [________________________________], Alaska [____]

(b) The registered agent must maintain a physical address in Alaska (P.O. Boxes are not permitted) and be available during normal business hours to accept service of process and official correspondence.

(c) The registered agent may be changed by filing a Statement of Change with the Alaska Division of Corporations and paying the required $25 filing fee pursuant to AS 10.50.055.

Section 1.5 Principal Place of Business

The principal place of business of the Company shall be:

[________________________________]

[________________________________]

[________________________________]

The principal place of business may be changed from time to time by a vote of the Members holding a majority of the Membership Interests.

Section 1.6 Term

The Company shall have perpetual existence unless dissolved in accordance with Article 12 of this Agreement or as otherwise provided by law.

Section 1.7 Alaska Biennial Report Compliance

(a) The Company shall file a Biennial Report with the Alaska Division of Corporations, Business and Professional Licensing as required by AS 10.50.760.

(b) The Biennial Report is due by January 2 of:

• ☐ Each even-numbered year (if the Company was formed in an even-numbered year)
• ☐ Each odd-numbered year (if the Company was formed in an odd-numbered year)

(c) The filing fee for the Biennial Report is $100 for domestic LLCs.

(d) Failure to file by February 1 will result in a $37.50 late fee, and continued failure to file may result in administrative dissolution of the Company.

(e) The Company shall also file an Initial Report within six months of formation (no filing fee required).

---

ARTICLE 2: PURPOSE AND POWERS

Section 2.1 Purpose

The Company is formed for the following purposes:

[________________________________]

[________________________________]

[________________________________]

and for any other lawful business purpose for which a limited liability company may be organized under the Alaska Revised Limited Liability Company Act.

Section 2.2 Powers

Subject to the limitations set forth in this Agreement, the Company shall have all powers available to a limited liability company under the Act, including without limitation the power to:

(a) Conduct any lawful business, purpose, or activity;

(b) Own, acquire, hold, sell, lease, exchange, transfer, and dispose of real and personal property;

(c) Enter into contracts and agreements;

(d) Borrow money and issue evidences of indebtedness;

(e) Grant security interests in Company assets;

(f) Sue and be sued in its own name;

(g) Employ agents, employees, accountants, attorneys, and other professionals;

(h) Make charitable contributions;

(i) Establish reserves for Company purposes; and

(j) Do all things necessary or incidental to carry out the Company's business and purposes.

---

ARTICLE 3: MEMBERS AND MEMBERSHIP INTERESTS

Section 3.1 Members

The names, addresses, and Membership Interest percentages of the Members are set forth in Schedule A attached hereto and incorporated herein by reference.

Section 3.2 Membership Interests

(a) Each Member's ownership interest in the Company (the "Membership Interest") shall be expressed as a percentage of the total Membership Interests and shall be set forth in Schedule A.

(b) The total of all Membership Interests shall equal one hundred percent (100%).

(c) Each Member's Membership Interest shall represent such Member's:

• (i) Share of the Company's profits, losses, and distributions;
• (ii) Voting rights; and
• (iii) Right to information regarding Company affairs.

Section 3.3 Certificates of Membership Interest

☐ The Company SHALL issue certificates representing Membership Interests.

☐ The Company SHALL NOT issue certificates representing Membership Interests.

If certificates are issued, they shall be in a form approved by the Members and shall contain such legends as may be required by applicable law.

Section 3.4 Limited Liability

No Member shall be personally liable for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member of the Company. This limitation on liability is in accordance with AS 10.50.250.

Section 3.5 No Individual Authority

Except as otherwise provided in this Agreement, no Member, acting solely in the capacity of a Member, shall have the authority to bind the Company.

---

ARTICLE 4: CAPITAL CONTRIBUTIONS

Section 4.1 Initial Capital Contributions

Each Member has made or agrees to make the initial capital contribution set forth opposite such Member's name in Schedule A. Capital contributions may consist of cash, property, services rendered, promissory notes, or other obligations to contribute cash or property or to perform services.

Section 4.2 Additional Capital Contributions

(a) No Member shall be required to make any additional capital contributions to the Company except as unanimously agreed by all Members in writing.

(b) If additional capital contributions are required and approved, each Member shall have the right, but not the obligation, to contribute their pro rata share based on their Membership Interest.

(c) If a Member elects not to make an additional capital contribution, the contributing Members' Membership Interests shall be adjusted proportionally to reflect the new capital contributions.

Section 4.3 Capital Accounts

(a) A separate capital account ("Capital Account") shall be established and maintained for each Member.

(b) Each Member's Capital Account shall be:

• (i) Credited with the Member's capital contributions and the Member's allocable share of Company profits;
• (ii) Debited with distributions made to the Member and the Member's allocable share of Company losses.

(c) Capital Accounts shall be maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv).

Section 4.4 No Interest on Capital Contributions

Except as otherwise provided in this Agreement, no Member shall be entitled to receive interest on such Member's capital contributions or Capital Account balance.

Section 4.5 Return of Capital Contributions

(a) No Member shall have the right to withdraw or demand the return of any capital contribution except as provided in this Agreement or upon dissolution of the Company.

(b) No Member shall have the right to receive property other than cash in return for capital contributions except as provided in this Agreement.

Section 4.6 Capital Contribution Loans

If any Member makes a loan to the Company, such loan shall not be treated as a capital contribution but shall constitute a debt of the Company payable with interest at [____]% per annum, or such other rate as may be agreed upon.

---

ARTICLE 5: ALLOCATIONS OF PROFITS AND LOSSES

Section 5.1 Allocation of Profits

Except as otherwise provided in this Agreement, the net profits of the Company for each fiscal year shall be allocated among the Members in proportion to their respective Membership Interests.

Section 5.2 Allocation of Losses

Except as otherwise provided in this Agreement, the net losses of the Company for each fiscal year shall be allocated among the Members in proportion to their respective Membership Interests.

Section 5.3 Special Allocations

(a) Qualified Income Offset: If any Member unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit balance in such Member's Capital Account as quickly as possible.

(b) Minimum Gain Chargeback: Notwithstanding any other provision of this Article 5, if there is a net decrease in Company minimum gain during any fiscal year, each Member shall be allocated items of Company income and gain for such year as required by Treasury Regulation Section 1.704-2(f).

(c) Member Nonrecourse Debt Minimum Gain Chargeback: If there is a net decrease in Member nonrecourse debt minimum gain, each Member who has a share of such minimum gain shall be allocated items of Company income and gain as required by Treasury Regulation Section 1.704-2(i)(4).

Section 5.4 Tax Allocations

(a) Except as otherwise provided in this Section, for federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit shall be allocated among the Members in the same manner as the corresponding item of profit or loss is allocated pursuant to this Article 5.

(b) Section 704(c) Allocations: In accordance with Section 704(c) of the Internal Revenue Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company and its fair market value at the time of contribution.

Section 5.5 Allocation Period

If a Member's Membership Interest changes during a fiscal year, profits and losses shall be allocated based on the varying interests of the Members during such year using any method permitted under Section 706 of the Internal Revenue Code as determined by the Members.

---

ARTICLE 6: DISTRIBUTIONS

Section 6.1 Distributions Generally

Distributions of cash or other assets of the Company shall be made at such times and in such amounts as determined by the Members holding a majority of the Membership Interests, subject to the retention of sufficient funds for Company operations, liabilities, and reserves.

Section 6.2 Distribution Amounts

Subject to Section 6.4, when distributions are made, each Member shall receive a distribution in proportion to such Member's Membership Interest.

Section 6.3 Tax Distributions

(a) The Company shall distribute to each Member, at least quarterly, an amount equal to such Member's estimated federal and state income tax liability arising from the allocation of Company income to such Member.

(b) Tax distributions shall be computed using the highest marginal individual income tax rate applicable in Alaska and for federal purposes.

(c) Tax distributions shall be treated as advances against the Member's share of distributions under Section 6.2.

Section 6.4 Limitations on Distributions

(a) No distribution shall be made if, after giving effect to the distribution:

• (i) The Company would not be able to pay its debts as they become due in the ordinary course of business; or
• (ii) The Company's total assets would be less than the sum of its total liabilities.

(b) The Members may base their determination that a distribution is proper on:

• (i) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances;
• (ii) A fair valuation; or
• (iii) Any other method that is reasonable under the circumstances.

Section 6.5 Distribution Upon Withdrawal

Upon the withdrawal or resignation of a Member in accordance with Article 11, the withdrawing Member shall be entitled to receive the fair market value of such Member's Membership Interest, determined as of the date of withdrawal, paid within [____] days following such determination.

Section 6.6 Distributions in Kind

The Company may make distributions in kind (property other than cash) only with the approval of Members holding a majority of the Membership Interests. Any property distributed in kind shall be valued at its fair market value at the time of distribution.

---

ARTICLE 7: MANAGEMENT

Section 7.1 Management Structure

The Company shall be: (Check one)

☐ MEMBER-MANAGED: The Company shall be managed by its Members, and each Member shall have the authority to bind the Company in the ordinary course of business.

☐ MANAGER-MANAGED: The Company shall be managed by one or more Managers appointed by the Members. Members who are not Managers shall have no authority to bind the Company.

Section 7.2 Member-Managed Provisions

If the Company is member-managed:

(a) Authority: Each Member shall have full and complete authority to manage, control, administer, and operate the business and affairs of the Company, subject to the limitations set forth in this Agreement.

(b) Ordinary Course Decisions: Any Member may take any action on behalf of the Company in the ordinary course of business.

(c) Major Decisions: The following actions shall require the approval of Members holding at least [____]% of the Membership Interests:

• (i) Sale, lease, or disposition of all or substantially all Company assets;
• (ii) Merger, consolidation, or conversion of the Company;
• (iii) Amendment of the Articles of Organization;
• (iv) Admission of new Members;
• (v) Borrowing in excess of $[________________________________];
• (vi) Execution of contracts in excess of $[________________________________];
• (vii) Purchase or sale of real property;
• (viii) Initiating or settling litigation;
• (ix) Filing for bankruptcy; and
• (x) Dissolution of the Company.

Section 7.3 Manager-Managed Provisions

If the Company is manager-managed:

(a) Designation of Managers: The initial Manager(s) of the Company shall be:

Name: [________________________________]
Address: [________________________________]

Name: [________________________________]
Address: [________________________________]

(b) Powers of Managers: The Manager(s) shall have full and complete authority, power, and discretion to manage and control the business and affairs of the Company, to make all decisions regarding those matters, and to perform any and all acts or activities customary or incident to the management of the Company's business.

(c) Number of Managers: The Company shall have [____] Manager(s).

(d) Term: Each Manager shall serve until: (Check one)

• ☐ Removed by Members holding a majority of the Membership Interests;
• ☐ Resignation;
• ☐ Death or incapacity;
• ☐ A term of [____] years; or
• ☐ The expiration date set forth in their appointment.

(e) Removal: A Manager may be removed with or without cause by the affirmative vote of Members holding a majority of the Membership Interests.

(f) Compensation: The Manager(s) shall be entitled to receive compensation for services rendered in the amount of $[________________________________] per [____], or as otherwise determined by the Members.

(g) Resignation: A Manager may resign at any time by giving written notice to the Members. Such resignation shall be effective upon receipt of the notice or at such later time as may be specified in the notice.

Section 7.4 Officers

(a) The Members or Manager(s) may appoint officers to assist in managing the Company's affairs, including but not limited to:

• ☐ President/Chief Executive Officer
• ☐ Vice President
• ☐ Secretary
• ☐ Treasurer/Chief Financial Officer
• ☐ Other: [________________________________]

(b) Officers shall have such duties and authority as delegated by the Members or Manager(s).

(c) Officers may be removed with or without cause at any time.

Section 7.5 Standard of Care

Each Member and Manager shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Member or Manager reasonably believes to be in the best interests of the Company.

Section 7.6 Transactions with Members or Managers

A Member or Manager may enter into transactions with the Company, including lending money to or borrowing money from the Company, provided such transactions are disclosed to the other Members and are on terms that are fair and reasonable to the Company.

---

ARTICLE 8: MEETINGS AND VOTING

Section 8.1 Annual Meeting

An annual meeting of Members shall be held at such time and place as determined by the Members, for the purpose of reviewing the Company's financial statements, electing Managers (if applicable), and conducting such other business as may properly come before the meeting.

Section 8.2 Special Meetings

Special meetings of Members may be called by:
(a) Any Manager;
(b) Members holding at least [____]% of the Membership Interests.

Section 8.3 Notice of Meetings

(a) Written notice of any meeting of Members shall be given to each Member not less than [____] days nor more than [____] days before the date of the meeting.

(b) The notice shall state the place, date, hour, and purpose of the meeting.

(c) Notice may be delivered personally, by mail, by facsimile, or by electronic mail.

Section 8.4 Waiver of Notice

(a) A Member may waive notice of any meeting before, at, or after the meeting.

(b) A Member's attendance at a meeting waives objection to lack of notice unless the Member objects at the beginning of the meeting.

Section 8.5 Quorum

A quorum for the transaction of business at any meeting of Members shall consist of Members holding at least [____]% of the Membership Interests, present in person or by proxy.

Section 8.6 Voting Rights

(a) Each Member shall be entitled to vote on matters submitted to the Members in proportion to such Member's Membership Interest, unless otherwise provided in this Agreement.

(b) Except as otherwise provided in this Agreement or required by law, the affirmative vote of Members holding a majority of the Membership Interests present at a meeting at which a quorum is present shall be required to approve any action.

Section 8.7 Action by Written Consent

Any action that may be taken at a meeting of Members may be taken without a meeting if a written consent setting forth the action is signed by Members holding not less than the minimum Membership Interests that would be necessary to authorize such action at a meeting.

Section 8.8 Proxies

A Member may vote either in person or by a proxy executed in writing by the Member. A proxy shall be effective when received by the Secretary or other person authorized to tabulate votes. A proxy shall be revocable unless it expressly states that it is irrevocable.

Section 8.9 Remote Participation

Members may participate in any meeting by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at the meeting.

Section 8.10 Minutes

Minutes shall be kept of each meeting of Members, which shall record the date, time, place, Members present, and actions taken.

---

ARTICLE 9: TRANSFER OF MEMBERSHIP INTERESTS

Section 9.1 Restrictions on Transfer

Except as otherwise provided in this Agreement, no Member may sell, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of such Member's Membership Interest (a "Transfer") without:

(a) The prior written consent of Members holding at least [____]% of the Membership Interests (excluding the transferring Member's interest); and

(b) Compliance with the provisions of this Article 9.

Section 9.2 Right of First Refusal

(a) Offer Notice: If a Member (the "Selling Member") receives a bona fide offer from a third party (the "Third Party Offer") to purchase all or any portion of the Selling Member's Membership Interest, the Selling Member shall first offer to sell such interest to the other Members (the "Remaining Members") on the same terms and conditions as set forth in the Third Party Offer.

(b) Notice Requirements: The Selling Member shall provide written notice to the Remaining Members stating:

• (i) The name and address of the proposed purchaser;
• (ii) The Membership Interest to be transferred;
• (iii) The purchase price and payment terms; and
• (iv) All other material terms and conditions of the proposed transfer.

(c) Exercise Period: Each Remaining Member shall have [____] days from receipt of the notice to elect to purchase all or part of their pro rata share of the offered Membership Interest.

(d) Pro Rata Share: Each Remaining Member's pro rata share shall be determined by dividing such Member's Membership Interest by the total Membership Interests held by all Remaining Members.

(e) Unexercised Rights: If any Remaining Member does not exercise their right of first refusal, the other Remaining Members who did exercise their rights may purchase the unexercised portion within [____] additional days.

(f) Closing: The closing of any purchase pursuant to this Section shall occur within [____] days after the exercise of the right of first refusal.

Section 9.3 Permitted Transfers

Notwithstanding the foregoing restrictions, a Member may Transfer all or any portion of such Member's Membership Interest without the consent of the other Members to:

(a) A trust for the benefit of the Member or the Member's spouse, children, or other lineal descendants;

(b) A family limited partnership or limited liability company in which the Member or the Member's family members are the sole partners or members;

(c) The Member's spouse or lineal descendants; or

(d) Another Member.

Section 9.4 Effect of Transfer

(a) Any purported Transfer that does not comply with this Article 9 shall be null and void and of no effect.

(b) A transferee who acquires a Membership Interest in compliance with this Article 9 shall become a substituted Member only upon:

• (i) The transferor executing and delivering an instrument of assignment;
• (ii) The transferee executing and agreeing to be bound by this Agreement;
• (iii) The transferee paying or reimbursing the Company for all costs and expenses incurred in connection with the Transfer; and
• (iv) Compliance with Section 9.1.

Section 9.5 Assignee Rights

An assignee who does not become a substituted Member shall be entitled only to receive the share of profits, losses, and distributions attributable to the transferred Membership Interest, but shall have no right to:

(a) Vote on any Company matter;

(b) Inspect Company books and records; or

(c) Exercise any other rights of a Member under this Agreement or applicable law.

Section 9.6 Rights of Judgment Creditors

A judgment creditor of a Member may charge the Membership Interest of such Member with the unsatisfied amount of the judgment, as provided in AS 10.50.380. The charging order shall constitute a lien on the debtor Member's Membership Interest.

Section 9.7 Buy-Sell Upon Death or Disability

(a) Upon the death or permanent disability of a Member who is a natural person, the Company and/or the Remaining Members shall have the option to purchase such Member's Membership Interest at fair market value.

(b) The option must be exercised by written notice within [____] days of the death or disability.

(c) Fair market value shall be determined as provided in Section 9.8.

Section 9.8 Valuation

(a) The fair market value of a Membership Interest shall be determined by agreement of the parties.

(b) If the parties cannot agree within [____] days, each party shall select an independent appraiser, and the two appraisers shall select a third appraiser. The fair market value shall be the average of the two closest appraisals.

(c) The cost of appraisal shall be borne equally by the selling Member (or estate) and the purchasing party.

---

ARTICLE 10: ADMISSION OF NEW MEMBERS

Section 10.1 Admission Requirements

A person may be admitted as a new Member of the Company only upon:

(a) The approval of Members holding at least [____]% of the Membership Interests;

(b) The new Member's execution of a counterpart of this Agreement or a written instrument agreeing to be bound by the terms of this Agreement;

(c) The new Member's capital contribution, if any, as agreed upon by the existing Members; and

(d) Compliance with all applicable securities laws.

Section 10.2 Terms of Admission

Upon admission of a new Member:

(a) Schedule A shall be amended to reflect the new Member's name, address, capital contribution, and Membership Interest;

(b) The Membership Interests of existing Members shall be adjusted proportionally unless otherwise agreed; and

(c) The new Member shall have all the rights and obligations of a Member under this Agreement.

Section 10.3 Admission of Assignee as Substituted Member

An assignee of a Membership Interest may be admitted as a substituted Member in accordance with Section 9.4.

Section 10.4 Representations and Warranties of New Members

Each new Member, upon admission, shall represent and warrant that:

(a) The new Member has full power and authority to enter into this Agreement;

(b) The new Member is acquiring the Membership Interest for investment and not with a view to distribution;

(c) The new Member has been given access to all information regarding the Company that the new Member has requested; and

(d) The new Member understands that the Membership Interest has not been registered under federal or state securities laws.

---

ARTICLE 11: WITHDRAWAL AND RESIGNATION

Section 11.1 Voluntary Withdrawal

(a) A Member may withdraw from the Company by giving not less than [____] days' prior written notice to the other Members, unless a shorter period is agreed to by Members holding a majority of the Membership Interests.

(b) A withdrawal shall be effective on the date specified in the notice or, if no date is specified, on the [____]th day following receipt of the notice.

Section 11.2 Effect of Withdrawal

(a) Upon withdrawal, the withdrawing Member shall cease to be a Member but shall remain entitled to receive:

• (i) Any distributions to which the Member was entitled as of the withdrawal date;
• (ii) The fair market value of the Member's Membership Interest as provided in Section 6.5.

(b) The withdrawing Member shall remain liable for any obligations to the Company incurred prior to the withdrawal.

Section 11.3 Wrongful Withdrawal

A Member who withdraws in violation of this Agreement shall be liable to the Company for damages caused by such wrongful withdrawal.

Section 11.4 Termination of Membership - Entity Members

In accordance with AS 10.50.220:

(a) Unless otherwise provided in this Agreement or by the written consent of all Members, the membership of a Member that is a limited liability company terminates when such Member dissolves and begins to wind up its affairs.

(b) Unless otherwise provided in this Agreement or by the written consent of all Members, the membership of a Member that is a corporation terminates when the corporation is dissolved and ninety (90) days lapse without reinstatement.

(c) Unless otherwise provided in this Agreement or by the written consent of all Members, the membership held by a trust or trustee terminates when the trust terminates.

(d) Unless otherwise provided in this Agreement or by the written consent of all Members, the membership held by an estate terminates when the estate's entire Membership Interest is distributed by the fiduciary.

Section 11.5 No Right to Dissolve

A withdrawing Member shall have no right to dissolve the Company solely by reason of such withdrawal.

---

ARTICLE 12: DISSOLUTION AND WINDING UP

Section 12.1 Events Causing Dissolution

The Company shall be dissolved upon the first to occur of the following events:

(a) The unanimous written consent of all Members;

(b) The affirmative vote of Members holding at least [____]% of the Membership Interests;

(c) The entry of a decree of judicial dissolution under AS 10.50.405;

(d) Administrative dissolution by the State of Alaska pursuant to AS 10.50.408 for failure to file required reports or maintain a registered agent;

(e) The occurrence of any event that makes it unlawful for the Company's business to be continued; or

(f) Any other event specified in the Articles of Organization.

Section 12.2 Continuation After Dissolution Event

Notwithstanding Section 12.1, the Company shall not be dissolved if, within [____] days after the occurrence of an event that would otherwise cause dissolution, Members holding a majority of the Membership Interests elect to continue the Company.

Section 12.3 Winding Up

(a) Upon dissolution, the Company shall cease to carry on its business except as necessary to wind up its affairs, and the Members or a person appointed by the Members shall wind up the affairs of the Company.

(b) Pursuant to AS 10.50.415, the person winding up the affairs of the Company may, in the name of and for and on behalf of the Company:

• (i) Prosecute and defend court actions;
• (ii) Settle and close the affairs of the Company;
• (iii) Dispose of and transfer the property of the Company;
• (iv) Discharge the liabilities of the Company; and
• (v) Distribute to the Members the assets of the Company.

Section 12.4 Distribution of Assets

Upon the winding up of the Company, the assets shall be distributed in the following order of priority pursuant to AS 10.50.425:

(a) First: To creditors, including Members who are creditors, in satisfaction of the liabilities of the Company (other than liabilities for distributions to Members);

(b) Second: To Members and former Members in satisfaction of the Company's liabilities for distributions under Article 6 that were declared but remain unpaid;

(c) Third: To Members in accordance with their positive Capital Account balances, after taking into account all capital contributions and all allocations of profits and losses.

Section 12.5 Filing of Articles of Dissolution

Upon completion of the winding up of the Company's affairs, the Members or the person winding up the Company shall file Articles of Dissolution with the Alaska Division of Corporations, Business and Professional Licensing.

Section 12.6 Claims Against Dissolved Company

(a) Known Claims: The Company shall notify known claimants in writing of the dissolution and provide the information required by AS 10.50.435, including a deadline to submit claims.

(b) Unknown Claims: The Company may publish notice of dissolution as provided in AS 10.50.440 to bar claims not submitted within the time specified.

Section 12.7 Cancellation of Filings

Following the dissolution and winding up of the Company, all filings with the State of Alaska shall be cancelled as required by law.

---

ARTICLE 13: BOOKS, RECORDS, AND ACCOUNTING

Section 13.1 Books and Records

The Company shall maintain the following books and records at its principal place of business:

(a) A current list of the full name and last known address of each Member;

(b) A copy of the Articles of Organization and all amendments thereto;

(c) Copies of the Company's federal, state, and local income tax returns and reports for the three (3) most recent years;

(d) Copies of this Operating Agreement and all amendments thereto;

(e) Financial statements for the three (3) most recent years;

(f) Minutes of Member meetings and records of actions taken by written consent; and

(g) Records of all capital contributions and distributions.

Section 13.2 Fiscal Year

The fiscal year of the Company shall be: (Check one)

☐ The calendar year (January 1 - December 31)

☐ Other: [________________________________]

Section 13.3 Accounting Method

The Company shall use the following method of accounting: (Check one)

☐ Cash basis

☐ Accrual basis

☐ Other: [________________________________]

Section 13.4 Financial Statements

(a) Within [____] days after the end of each fiscal year, the Company shall prepare or cause to be prepared financial statements, including:

• (i) A balance sheet as of the end of the fiscal year;
• (ii) An income statement for the fiscal year;
• (iii) A statement of Members' Capital Accounts; and
• (iv) A statement of cash flows.

(b) Financial statements shall be prepared in accordance with generally accepted accounting principles (GAAP) or such other basis of accounting as determined by the Members.

Section 13.5 Tax Returns

(a) The Company shall prepare or cause to be prepared all federal, state, and local income tax returns required to be filed by the Company.

(b) The Company shall deliver to each Member a copy of Schedule K-1 (or equivalent) within [____] days after the end of each fiscal year.

Section 13.6 Tax Matters Partner/Partnership Representative

(a) [________________________________] is hereby designated as the Tax Matters Partner (for tax years beginning before January 1, 2018) and Partnership Representative (for tax years beginning on or after January 1, 2018).

(b) The Partnership Representative shall have full authority to act on behalf of the Company in connection with any federal tax audit or proceeding.

Section 13.7 Inspection Rights

Each Member shall have the right, upon reasonable request during normal business hours, to inspect and copy the Company's books and records.

Section 13.8 Bank Accounts

(a) All funds of the Company shall be deposited in the Company's name in such bank accounts as determined by the Members or Manager(s).

(b) The following persons are authorized to sign checks and withdraw funds from Company accounts:

Name: [________________________________]

Name: [________________________________]

(c) Checks in excess of $[________________________________] shall require two (2) signatures.

---

ARTICLE 14: INDEMNIFICATION

Section 14.1 Indemnification of Members and Managers

The Company shall indemnify, defend, and hold harmless each Member, Manager, officer, employee, and agent of the Company (each, an "Indemnified Person") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Any act or omission of such Indemnified Person in connection with the business or affairs of the Company; or

(b) The fact that such person is or was a Member, Manager, officer, employee, or agent of the Company;

provided, however, that no indemnification shall be provided to the extent such claims, damages, losses, liabilities, costs, or expenses result from:

• (i) Fraud, willful misconduct, or gross negligence of the Indemnified Person;
• (ii) A breach of this Agreement by the Indemnified Person; or
• (iii) Any act or omission for which indemnification is prohibited by law.

Section 14.2 Advancement of Expenses

The Company shall advance to any Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any claim for which indemnification may be available under this Article 14, upon receipt of an undertaking by the Indemnified Person to repay such amounts if it is ultimately determined that such person is not entitled to indemnification.

Section 14.3 Insurance

The Company may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against such person and incurred by such person in any capacity, whether or not the Company would have the power to indemnify such person against such liability under this Agreement.

Section 14.4 Non-Exclusive Remedy

The indemnification provided in this Article 14 shall not be exclusive of any other rights to which an Indemnified Person may be entitled under any agreement, vote of the Members, or otherwise.

Section 14.5 Survival

The indemnification provisions of this Article 14 shall survive the termination of this Agreement and the dissolution of the Company.

---

ARTICLE 15: AMENDMENTS

Section 15.1 Amendment by Members

This Agreement may be amended only by the written consent of Members holding at least [____]% of the Membership Interests; provided, however, that no amendment shall:

(a) Modify the limited liability of any Member without the consent of such Member;

(b) Alter the Membership Interest, voting rights, or distribution rights of any Member in a manner that is adverse to such Member without the consent of such Member;

(c) Increase any Member's obligation to make capital contributions without the consent of such Member; or

(d) Amend this Section 15.1 without the unanimous consent of all Members.

Section 15.2 Amendments to Schedule A

Notwithstanding Section 15.1, Schedule A may be amended by the Members or Manager(s) without a formal amendment to this Agreement to reflect:

(a) The admission of new Members;

(b) The withdrawal or resignation of Members;

(c) Transfers of Membership Interests;

(d) Additional capital contributions; and

(e) Changes in Member addresses.

Section 15.3 Written Amendments

All amendments to this Agreement shall be in writing and signed by the requisite Members.

---

ARTICLE 16: MISCELLANEOUS PROVISIONS

Section 16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska, including the Alaska Revised Limited Liability Company Act (AS 10.50), without regard to principles of conflicts of law.

Section 16.2 Jurisdiction and Venue

The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Alaska for any action or proceeding arising out of or relating to this Agreement.

Section 16.3 Dispute Resolution

☐ Mediation: Any dispute arising under this Agreement shall first be submitted to non-binding mediation in [________________________________], Alaska.

☐ Arbitration: Any dispute not resolved by mediation within [____] days shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [________________________________], Alaska.

☐ Litigation: Disputes shall be resolved by litigation in the courts of Alaska.

Section 16.4 Waiver of Jury Trial

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.

Section 16.5 Entire Agreement

This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Section 16.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 16.7 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 16.8 No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties hereto and shall not confer any rights upon any third party.

Section 16.9 Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when:

(a) Delivered personally;

(b) Sent by certified or registered mail, return receipt requested, postage prepaid;

(c) Sent by overnight courier service; or

(d) Sent by email (with confirmation of receipt).

Notices shall be sent to the addresses set forth in Schedule A, or to such other address as a party may designate in writing.

Section 16.10 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right shall operate as a waiver thereof.

Section 16.11 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to be original signatures.

Section 16.12 Headings

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

Section 16.13 Construction

This Agreement shall be construed without regard to any presumption against the party causing it to be drafted. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation."

Section 16.14 Confidentiality

Each Member agrees to keep confidential all non-public information regarding the Company's business, operations, financial affairs, and trade secrets, and shall not disclose such information to any third party without the prior written consent of the Members, except as required by law.

Section 16.15 Further Assurances

Each party agrees to execute and deliver such additional documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

Section 16.16 Attorneys' Fees

In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

Section 16.17 Time is of the Essence

Time is of the essence with respect to all obligations under this Agreement.

---

ARTICLE 17: EXECUTION

IN WITNESS WHEREOF, the undersigned Members have executed this Limited Liability Company Operating Agreement as of the Effective Date first written above.

MEMBERS:

Member 1:

Signature: [________________________________]

Printed Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

---

Member 2:

Signature: [________________________________]

Printed Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

---

Member 3:

Signature: [________________________________]

Printed Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

---

Member 4:

Signature: [________________________________]

Printed Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

---

(Attach additional signature pages as necessary)

---

SCHEDULE A: MEMBERS AND CAPITAL CONTRIBUTIONS

Member Name	Address	Initial Capital Contribution	Membership Interest (%)
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
TOTAL		$[________________________________]	100%

Capital Contribution Details:

Member 1: [________________________________]

• Type of Contribution: ☐ Cash ☐ Property ☐ Services ☐ Promissory Note
• Description: [________________________________]
• Fair Market Value: $[________________________________]
• Date Contributed: [__/__/____]

Member 2: [________________________________]

• Type of Contribution: ☐ Cash ☐ Property ☐ Services ☐ Promissory Note
• Description: [________________________________]
• Fair Market Value: $[________________________________]
• Date Contributed: [__/__/____]

Member 3: [________________________________]

• Type of Contribution: ☐ Cash ☐ Property ☐ Services ☐ Promissory Note
• Description: [________________________________]
• Fair Market Value: $[________________________________]
• Date Contributed: [__/__/____]

Member 4: [________________________________]

• Type of Contribution: ☐ Cash ☐ Property ☐ Services ☐ Promissory Note
• Description: [________________________________]
• Fair Market Value: $[________________________________]
• Date Contributed: [__/__/____]

---

Acknowledgment of Schedule A

The undersigned Members acknowledge and agree to the capital contributions and Membership Interests set forth in this Schedule A.

Member 1: [________________________________] Date: [__/__/____]

Member 2: [________________________________] Date: [__/__/____]

Member 3: [________________________________] Date: [__/__/____]

Member 4: [________________________________] Date: [__/__/____]

---

This Operating Agreement was prepared for use in the State of Alaska and is governed by the Alaska Revised Limited Liability Company Act (AS 10.50). This template should be reviewed and customized by a qualified attorney licensed in Alaska before use.