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LLC Operating Agreement - Iowa - Free Editor

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[________________________________], LLC

An Iowa Limited Liability Company

Effective Date: [__/__/____]

RECITALS

This Limited Liability Company Operating Agreement (this "Agreement") of [________________________________], LLC, an Iowa limited liability company (the "Company"), is entered into and shall be effective as of the date first written above (the "Effective Date"), by and among the Company and the Members identified on Schedule A attached hereto.

WHEREAS, the Company was formed as a limited liability company pursuant to the Iowa Uniform Limited Liability Company Act, Iowa Code Chapter 489 (Iowa Code §§ 489.101 et seq.) (the "Act"), by the filing of a Certificate of Organization with the Iowa Secretary of State; and

WHEREAS, the Members desire to enter into this Agreement to set forth their respective rights, powers, duties, and obligations with respect to the Company and to provide for the management, operation, and governance 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 parties agree as follows:

ARTICLE I - DEFINITIONS

Section 1.1 Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" means the Iowa Uniform Limited Liability Company Act, Iowa Code §§ 489.101 et seq., as amended from time to time.

(b) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

(c) "Agreement" means this Limited Liability Company Operating Agreement, as amended, modified, supplemented, or restated from time to time.

(d) "Bankruptcy" means, with respect to any Person: (i) the filing of a voluntary petition in bankruptcy or the entry of an order for relief against such Person in any bankruptcy or insolvency proceeding; (ii) the filing of a petition or answer seeking any reorganization, composition, readjustment, liquidation, or similar relief under any present or future statute, law, or regulation; (iii) the making of an assignment for the benefit of creditors; (iv) the appointment of a trustee, receiver, or liquidator of all or any substantial part of such Person's property; or (v) the taking of any action by any Person in furtherance of any of the foregoing.

(e) "Capital Account" means the capital account maintained for each Member in accordance with Section 4.4 of this Agreement.

(f) "Capital Contribution" means the total amount of cash and the Fair Market Value of any property contributed to the Company by a Member.

(g) "Certificate of Organization" means the Certificate of Organization of the Company filed with the Iowa Secretary of State, as amended from time to time.

(h) "Code" means the Internal Revenue Code of 1986, as amended from time to time.

(i) "Company" means [________________________________], LLC, an Iowa limited liability company.

(j) "Distributable Cash" means the cash of the Company available for distribution to Members after payment of, or provision for, all Company expenses, debt payments, capital improvements, and reasonable reserves for future operations.

(k) "Economic Interest" means a Member's share of the Company's Net Profits, Net Losses, and distributions of the Company's assets pursuant to this Agreement and the Act.

(l) "Fair Market Value" means the fair market value of any asset as determined in good faith by the Members holding a Majority Interest, or if the Members cannot agree, by an independent appraiser selected by the Members.

(m) "Fiscal Year" means the Company's fiscal year, which shall be the calendar year unless otherwise determined by the Members.

(n) "Interest" or "Membership Interest" means a Member's entire ownership interest in the Company, including the Member's Economic Interest and the right to participate in the management of the Company.

(o) "Majority Interest" means Members holding more than fifty percent (50%) of the total Percentage Interests of all Members.

(p) "Manager" means any Person designated as a manager of the Company in accordance with Article VI of this Agreement.

(q) "Member" means any Person who has been admitted to the Company as a member and who holds a Membership Interest, as reflected on Schedule A.

(r) "Net Profits" and "Net Losses" mean the taxable income or loss of the Company as determined for federal income tax purposes, with adjustments as provided in Section 5.1.

(s) "Percentage Interest" means, with respect to each Member, the percentage set forth opposite such Member's name on Schedule A, as adjusted from time to time.

(t) "Person" means any individual, corporation, partnership, limited liability company, trust, estate, association, or other entity.

(u) "Supermajority Interest" means Members holding at least [____]% (select: 66⅔%, 75%, or other) of the total Percentage Interests of all Members.

(v) "Transfer" means any sale, assignment, transfer, exchange, mortgage, pledge, grant of security interest, encumbrance, or other disposition, whether voluntary or involuntary, by operation of law or otherwise.

(w) "Treasury Regulations" means the Income Tax Regulations promulgated under the Code, as amended from time to time.

ARTICLE II - FORMATION AND NAME

Section 2.1 Formation

The Company was formed as an Iowa limited liability company pursuant to the Act by the filing of a Certificate of Organization with the Iowa Secretary of State on [__/__/____]. The rights and obligations of the Members and the administration, dissolution, and termination of the Company shall be governed by this Agreement and the Act.

Section 2.2 Name

The name of the Company is [________________________________], LLC. The Company may conduct business under that name or any other name approved by the Members. The Company shall file any fictitious business name statements or similar filings required by applicable law.

Section 2.3 Principal Office

The principal office of the Company shall be located at:

Address: [________________________________]

City: [________________________________]

State: Iowa

ZIP Code: [____]

The Members may change the principal office from time to time by amending this Agreement or by resolution.

Section 2.4 Registered Agent and Office

The Company's registered agent for service of process and registered office in Iowa shall be:

Registered Agent: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________]

State: Iowa

ZIP Code: [____]

The registered agent and registered office may be changed from time to time by filing the appropriate documents with the Iowa Secretary of State in accordance with the Act.

Section 2.5 Term

The Company shall have perpetual duration pursuant to Iowa Code § 489.108 unless dissolved earlier in accordance with Article XII of this Agreement or as otherwise required by the Act.

Section 2.6 Qualification in Other Jurisdictions

The Members may cause the Company to qualify to do business in any other jurisdiction where such qualification is necessary or desirable. The Company shall maintain its qualification to do business in each jurisdiction where the nature of its business or the ownership of its property requires such qualification.

ARTICLE III - PURPOSE AND POWERS

Section 3.1 Purpose

The Company is formed for the following purposes:

(a) To engage in [________________________________] (describe primary business purpose);

(b) To acquire, own, hold, improve, manage, operate, lease, sell, convey, exchange, transfer, and dispose of real and personal property of every kind and description;

(c) To enter into, perform, and carry out contracts of every kind for any lawful purpose;

(d) To borrow money and issue evidences of indebtedness, and to secure the same by mortgage, pledge, or other encumbrance;

(e) To invest and reinvest Company funds in any type of investment;

(f) To engage in any other lawful business activity permitted by the Act; and

(g) To do all things necessary, convenient, or incidental to accomplish the foregoing purposes.

Section 3.2 Powers

The Company shall have all the powers granted to limited liability companies under the Act, including, without limitation, the power to:

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

(b) Acquire, hold, and dispose of real and personal property;

(c) Enter into contracts, guarantees, and other obligations;

(d) Lend money and invest and reinvest its funds;

(e) Borrow money and secure such borrowings by mortgage, pledge, or other encumbrance;

(f) Conduct business in any state, territory, or foreign jurisdiction;

(g) Appoint employees, agents, and representatives;

(h) Make charitable and political contributions;

(i) Establish pension, profit-sharing, and other benefit plans;

(j) Indemnify Members, Managers, employees, and agents;

(k) Merge or consolidate with other entities; and

(l) Exercise all other powers necessary or convenient to the conduct of its business.

ARTICLE IV - MEMBERS AND CAPITAL CONTRIBUTIONS

Section 4.1 Initial Members

The initial Members of the Company, their addresses, initial Capital Contributions, and Percentage Interests are set forth on Schedule A attached hereto and incorporated herein by reference.

Section 4.2 Initial Capital Contributions

Each Member shall make the initial Capital Contribution set forth opposite such Member's name on Schedule A. Capital Contributions may be made in cash or in property, as agreed upon by the Members. The Fair Market Value of any property contributed shall be determined by agreement of the Members or, if the Members cannot agree, by an independent appraiser.

Section 4.3 Additional Capital Contributions

(a) Mandatory Additional Contributions. No Member shall be required to make any additional Capital Contributions beyond those set forth on Schedule A, except as follows:

☐ No mandatory additional contributions required.

☐ Additional contributions may be required upon approval of a [Majority Interest / Supermajority Interest / Unanimous consent] (select one) of the Members.

(b) Voluntary Additional Contributions. Any Member may make additional Capital Contributions with the consent of a Majority Interest of the Members. Upon any such additional contribution, Schedule A shall be amended to reflect the new Capital Contributions and Percentage Interests of the Members.

(c) Failure to Contribute. If a Member fails to make a required Capital Contribution within [____] days after written notice:

(i) The non-contributing Member's Percentage Interest may be diluted proportionately;

(ii) The contributing Members may treat such failure as an offer to sell the non-contributing Member's Interest;

(iii) The Company may pursue any legal remedies available; or

(iv) Such other remedy as the Members may determine by Majority Interest.

Section 4.4 Capital Accounts

(a) Maintenance. A separate Capital Account shall be established and maintained for each Member in accordance with the capital accounting rules of Treasury Regulations Section 1.704-1(b)(2)(iv).

(b) Credits. Each Member's Capital Account shall be credited with:

(i) The amount of cash contributed by the Member;

(ii) The Fair Market Value of property contributed by the Member (net of any liabilities assumed by the Company or to which such property is subject);

(iii) The Member's allocable share of Net Profits and any items of income or gain specially allocated to the Member; and

(iv) Any other amounts required by the Treasury Regulations.

(c) Debits. Each Member's Capital Account shall be debited with:

(i) The amount of cash distributed to the Member;

(ii) The Fair Market Value of property distributed to the Member (net of any liabilities assumed by the Member or to which such property is subject);

(iii) The Member's allocable share of Net Losses and any items of deduction or loss specially allocated to the Member; and

(iv) Any other amounts required by the Treasury Regulations.

(d) Transfer of Interest. Upon the Transfer of all or any portion of a Member's Interest, the Capital Account of the transferor shall carry over to the transferee in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

Section 4.5 No Interest on Capital

No Member shall be entitled to receive interest on any Capital Contribution or on the balance in such Member's Capital Account.

Section 4.6 Return of Capital Contributions

No Member shall have the right to demand or receive the return of any Capital Contribution except as expressly provided in this Agreement. No Member shall have priority over any other Member with respect to the return of Capital Contributions, distributions, or allocations, except as expressly provided in this Agreement.

Section 4.7 Loans by Members

(a) Any Member may, with the consent of a Majority Interest of the Members, make loans to the Company. Such loans shall not be considered Capital Contributions and shall not affect the lending Member's Capital Account or Percentage Interest.

(b) Any such loan shall bear interest at a rate agreed upon by the lending Member and the Company, but in no event greater than the maximum rate permitted by applicable law.

(c) Loans from Members shall be evidenced by promissory notes and shall be repaid on such terms as the lending Member and the Company may agree.

ARTICLE V - ALLOCATIONS OF PROFITS AND LOSSES

Section 5.1 Determination of Net Profits and Net Losses

(a) Net Profits and Net Losses shall be determined for each Fiscal Year (or portion thereof) in accordance with the accounting methods used by the Company for federal income tax purposes, with the following adjustments:

(i) All items of income, gain, loss, deduction, or credit required to be stated separately pursuant to Code Section 703(a)(1) shall be included;

(ii) Any tax-exempt income received by the Company shall be added to Net Profits or reduce Net Losses;

(iii) Any expenditures described in Code Section 705(a)(2)(B) or treated as such pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) shall be added to Net Losses or reduce Net Profits;

(iv) Gain or loss resulting from the disposition of Company property shall be computed by reference to the book value of such property rather than its adjusted tax basis; and

(v) In lieu of depreciation, amortization, or cost recovery deductions, there shall be taken into account the book depreciation determined under Treasury Regulations Section 1.704-1(b)(2)(iv)(g).

Section 5.2 Allocation of Net Profits and Net Losses

(a) Net Profits. Except as otherwise provided in this Agreement, Net Profits for each Fiscal Year shall be allocated to the Members in proportion to their respective Percentage Interests.

(b) Net Losses. Except as otherwise provided in this Agreement, Net Losses for each Fiscal Year shall be allocated to the Members in proportion to their respective Percentage Interests; provided, however, that no Member shall be allocated Net Losses to the extent such allocation would cause or increase a deficit balance in such Member's Capital Account (determined after reduction for the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6)).

(c) Loss Limitation. If Net Losses cannot be allocated to a Member due to the limitation in Section 5.2(b), such Net Losses shall be allocated to the other Members in proportion to their respective Percentage Interests, subject to the same limitation.

Section 5.3 Special Allocations

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

(b) Minimum Gain Chargeback. If there is a net decrease in Company minimum gain during any Fiscal Year, each Member shall be allocated items of income and gain for such year as required by Treasury Regulations Section 1.704-2(f).

(c) Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Member nonrecourse debt minimum gain during any Fiscal Year, each Member with a share of such minimum gain shall be allocated items of income and gain as required by Treasury Regulations Section 1.704-2(i)(4).

(d) Nonrecourse Deductions. Nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(b)(1)) shall be allocated to the Members in proportion to their respective Percentage Interests.

(e) Member Nonrecourse Deductions. Member nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(i)(1)) shall be allocated to the Member who bears the economic risk of loss for such debt.

(f) Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment shall be treated as an item of gain or loss, as the case may be.

Section 5.4 Curative Allocations

The special allocations in Section 5.3 are intended to comply with certain regulatory requirements under Code Section 704(b). The Members intend that, to the extent possible, all special allocations shall be offset either with other special allocations or with special allocations of other items of income, gain, loss, or deduction. Accordingly, the Members are hereby authorized to make offsetting special allocations in whatever manner they determine appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is, to the extent possible, equal to the balance such Member's Capital Account would have been if the special allocations had not occurred.

Section 5.5 Tax Allocations

(a) Except as otherwise provided in this Section 5.5, all items of income, gain, loss, deduction, and credit shall be allocated for federal, state, and local income tax purposes in the same manner as the corresponding item is allocated for book purposes under this Article V.

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, and deduction with respect to any property contributed to the Company shall be allocated among the Members so as to take into account any variation between the adjusted tax basis of such property and its Fair Market Value at the time of contribution.

(c) Any elections or decisions relating to tax allocations under Code Section 704(c) shall be made by the Members in a manner that reasonably reflects the purpose and intention of this Agreement.

Section 5.6 Allocations in Respect of Transferred Interests

If any Interest is Transferred during any Fiscal Year, the Net Profits and Net Losses allocable to such Interest for such Fiscal Year shall be allocated between the transferor and the transferee based on the portion of the Fiscal Year during which each held the Interest, using any method permitted by Code Section 706 and selected by the Members.

ARTICLE VI - MANAGEMENT

Section 6.1 Management Structure

The Company shall be managed as follows (select one):

☐ MEMBER-MANAGED: The Company shall be managed by its Members in accordance with Section 6.2.

☐ MANAGER-MANAGED: The Company shall be managed by one or more Managers in accordance with Section 6.3.

Section 6.2 Member-Managed Company

If the Company is member-managed:

(a) Authority. Except as otherwise provided in this Agreement or the Act, any Member may bind the Company in the ordinary course of business. Actions outside the ordinary course of business require the approval of a Majority Interest of the Members.

(b) Voting. Each Member shall be entitled to vote on Company matters in proportion to such Member's Percentage Interest. Except as otherwise provided in this Agreement, actions requiring Member approval shall be approved by a Majority Interest of the Members.

(c) Actions Requiring Supermajority Approval. The following actions shall require the approval of a Supermajority Interest:

(i) Merger, consolidation, or conversion of the Company;

(ii) Sale of all or substantially all of the Company's assets;

(iii) Amendment of the Certificate of Organization or this Agreement;

(iv) Admission of new Members (except as provided in Section 9.2);

(v) Dissolution of the Company; and

(vi) Any other action specified in this Agreement as requiring Supermajority approval.

(d) Actions Requiring Unanimous Approval. The following actions shall require the unanimous approval of all Members:

(i) Changing the purpose of the Company;

(ii) Requiring additional Capital Contributions beyond those set forth on Schedule A (unless otherwise provided herein);

(iii) Amending the provisions of this Agreement relating to the allocation of Net Profits and Net Losses or distributions;

(iv) Admitting a Person as a Member who acquires an Interest from a source other than the Company; and

(v) Any other action specified in this Agreement as requiring unanimous approval.

Section 6.3 Manager-Managed Company

If the Company is manager-managed:

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

Manager Name	Title	Address
[________________________________]	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

(b) Number of Managers. The Company shall have [____] Manager(s). The number of Managers may be changed by a Majority Interest of the Members.

(c) Authority of Managers. The Manager(s) shall have full and exclusive authority to manage the business and affairs of the Company, except as otherwise provided in this Agreement. In furtherance of such authority, the Manager(s) may:

(i) Execute contracts, agreements, and instruments on behalf of the Company;

(ii) Open and maintain bank accounts;

(iii) Hire and terminate employees, consultants, and agents;

(iv) Acquire, hold, and dispose of property;

(v) Borrow money and grant security interests;

(vi) Bring and defend legal actions;

(vii) Make distributions to Members as permitted by this Agreement;

(viii) Determine reasonable reserves for Company operations; and

(ix) Take any other action necessary or appropriate to carry out the business of the Company.

(d) Limitations on Manager Authority. Notwithstanding the foregoing, the Manager(s) shall not take any of the following actions without the prior approval of a Majority Interest (or such higher approval as specified):

(i) Sell, exchange, lease, mortgage, or dispose of all or substantially all of the Company's assets (requires Supermajority approval);

(ii) Merge or consolidate the Company with another entity (requires Supermajority approval);

(iii) Incur indebtedness in excess of $[________________________________] individually or $[________________________________] in the aggregate;

(iv) Make Capital expenditures in excess of $[________________________________] individually or $[________________________________] in the aggregate;

(v) Enter into any contract or commitment with a term exceeding [____] years or involving payments exceeding $[________________________________];

(vi) Guarantee obligations of third parties;

(vii) Make loans to any Person other than in the ordinary course of business;

(viii) Admit new Members (except as provided in Section 9.2);

(ix) Amend the Certificate of Organization or this Agreement;

(x) Dissolve or liquidate the Company; or

(xi) Take any other action specified in this Agreement as requiring Member approval.

(e) Election and Removal of Managers. Managers shall be elected by a Majority Interest of the Members and shall serve until resignation, removal, death, or incapacity. Any Manager may be removed at any time, with or without cause, by a Majority Interest of the Members.

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

(g) Vacancies. Any vacancy in the position of Manager shall be filled by a Majority Interest of the Members.

(h) Compensation. Managers shall be entitled to receive compensation for services rendered to the Company as determined by a Majority Interest of the Members. Managers shall also be entitled to reimbursement of reasonable expenses incurred on behalf of the Company.

Section 6.4 Officers

(a) The Members (or Managers, if manager-managed) may appoint officers with such titles and duties as they determine, including President, Vice President, Secretary, Treasurer, and Chief Executive Officer.

(b) Officers shall serve at the pleasure of the Members (or Managers) and may be removed at any time with or without cause.

(c) The initial officers of the Company shall be:

Title	Name
[________________________________]	[________________________________]
[________________________________]	[________________________________]
[________________________________]	[________________________________]

Section 6.5 Standard of Care; Liability

(a) Standard of Care. Each Member and Manager shall discharge his, her, or its 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.

(b) Limitation of Liability. To the fullest extent permitted by the Act, no Member or Manager shall be liable to the Company or any other Member for any act or omission performed or omitted in good faith in connection with the Company's business, except for:

(i) A breach of the duty of loyalty;

(ii) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) A transaction from which the Member or Manager derived an improper personal benefit; or

(iv) Violations of Iowa Code § 489.406 regarding unlawful distributions.

(c) Reliance. Members and Managers may rely upon information, opinions, reports, or statements prepared or presented by:

(i) Officers or employees of the Company whom the Member or Manager reasonably believes to be reliable and competent;

(ii) Legal counsel, accountants, or other professionals as to matters reasonably believed to be within such Person's professional competence; or

(iii) A committee of the Company on which the Member or Manager does not serve, as to matters within such committee's designated authority.

Section 6.6 Transactions with Members and Managers

(a) Members and Managers may engage in transactions with the Company, including loans, guarantees, and contracts for services, provided that any such transaction is on terms no less favorable to the Company than would be available in an arm's length transaction with an unrelated third party.

(b) Such transactions must be disclosed to the other Members and approved by a Majority Interest of the disinterested Members.

Section 6.7 Duties and Conflicts

(a) To the extent permitted by the Act, the Members agree that this Agreement modifies the duties owed by Members and Managers to each other and to the Company as follows: Members and Managers may engage in competing businesses and other activities without accounting to the Company, provided that such activities do not otherwise breach this Agreement.

(b) Any Member or Manager who acquires knowledge of a potential transaction or matter that may be a business opportunity for the Company shall have no duty to communicate or present such opportunity to the Company.

ARTICLE VII - MEETINGS AND VOTING

Section 7.1 Meetings of Members

(a) Annual Meeting. An annual meeting of the Members shall be held at such time and place as determined by the Members (or Managers, if manager-managed) for the purpose of reviewing Company operations and transacting such other business as may come before the meeting.

(b) Special Meetings. Special meetings of the Members may be called at any time by:

(i) Any Manager (if manager-managed);

(ii) Any Member or Members holding at least [____]% of the Percentage Interests; or

(iii) As otherwise provided in this Agreement.

(c) Place of Meetings. Meetings may be held at the Company's principal office or at any other place designated by the Person(s) calling the meeting.

(d) Virtual Meetings. Members may participate in meetings by telephone, video conference, or other means of communication that allows all participants to hear each other simultaneously.

Section 7.2 Notice of Meetings

(a) Written notice of each meeting of Members shall be given to each Member at least [____] days (not less than 10 nor more than 60 days) before the meeting date.

(b) Notice shall state the date, time, place (or means of electronic participation), and purpose of the meeting.

(c) Notice may be given by personal delivery, mail, facsimile, email, or other electronic means to the Member's address shown on the Company's records.

(d) A Member may waive notice before, at, or after a meeting. Attendance at a meeting constitutes waiver of notice, unless the Member objects to the transaction of business at the beginning of the meeting.

Section 7.3 Quorum and Voting

(a) Quorum. Members holding a Majority Interest shall constitute a quorum for the transaction of business at any meeting.

(b) Voting. Each Member shall be entitled to vote in proportion to such Member's Percentage Interest. Except as otherwise provided in this Agreement, any action requiring Member approval shall be approved by a Majority Interest of the Members present or represented at a meeting at which a quorum is present.

(c) Proxies. A Member may vote by proxy executed in writing by the Member or by the Member's duly authorized attorney-in-fact. A proxy shall be valid for a period not to exceed [____] months from its date, unless otherwise specified in the proxy.

Section 7.4 Action Without Meeting

(a) Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if one or more written consents describing the action are signed by Members holding not less than the minimum Percentage Interests that would be necessary to authorize the action at a meeting.

(b) Written consents may be executed in counterparts, including by facsimile or electronic signature.

(c) Action taken by written consent shall be effective when the last required signature is obtained, unless the consent specifies a different effective date.

(d) Prompt notice of any action taken by written consent shall be given to any Members who did not sign the consent.

Section 7.5 Record Date

The Members may fix a record date for determining Members entitled to notice of or to vote at any meeting, or to receive any distribution. The record date shall not be more than 60 days before the meeting or distribution.

ARTICLE VIII - DISTRIBUTIONS

Section 8.1 Distributions Generally

(a) Distributions of Distributable Cash shall be made at such times and in such amounts as determined by [the Members holding a Majority Interest / the Manager(s)] (select one), subject to the requirements of the Act regarding unlawful distributions.

(b) All distributions shall be made to the Members in proportion to their respective Percentage Interests, unless otherwise provided in this Agreement.

Section 8.2 Restrictions on Distributions

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

(i) The Company would be unable 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 plus, unless this Agreement provides otherwise, the amount that would be needed if the Company were dissolved at the time of the distribution to satisfy the preferential rights of Members whose preferential rights are superior to those of the Members receiving the distribution.

(b) The Members (or Managers) may base a determination that a distribution is not prohibited under this Section 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 8.3 Tax Distributions

(a) Notwithstanding Section 8.1, the Company shall make distributions to each Member in an amount sufficient to enable such Member to pay federal and state income taxes on such Member's allocable share of Company taxable income (determined at the highest marginal individual tax rate applicable to such income in the relevant taxing jurisdictions), taking into account available credits and deductions.

(b) Tax distributions shall be made quarterly, within [____] days after the end of each calendar quarter, based on estimated taxable income for the quarter.

(c) Tax distributions shall be treated as advances against future distributions to which the Member would otherwise be entitled.

Section 8.4 Distributions in Kind

(a) Except as otherwise provided in this Agreement, no Member shall have the right to demand and receive property other than cash in return for the Member's Capital Contribution or as a distribution.

(b) The Members (or Managers) may make distributions of property in kind. Any property distributed in kind shall be valued at its Fair Market Value, and the difference between such value and the book value of the property shall be treated as gain or loss and allocated among the Members in accordance with Article V before the distribution.

Section 8.5 Withholding

(a) The Company is authorized to withhold from distributions to any Member any amounts required to be withheld under federal, state, local, or foreign tax laws.

(b) Any amounts withheld shall be treated as having been distributed to the Member for purposes of this Agreement.

ARTICLE IX - TRANSFER OF INTERESTS

Section 9.1 Restrictions on Transfer

(a) General Restriction. Except as otherwise provided in this Agreement, no Member may Transfer all or any portion of such Member's Interest without the prior written consent of [a Majority Interest / Supermajority Interest / all] (select one) of the other Members.

(b) Permitted Transfers. Notwithstanding Section 9.1(a), a Member may Transfer all or any portion of such Member's Interest without the consent of the other Members to:

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

(ii) A corporation, partnership, or limited liability company wholly owned by the Member;

(iii) The Member's spouse pursuant to a domestic relations order;

(iv) A co-Member; or

(v) Any other Person approved by the Members pursuant to Section 9.1(a).

(c) Conditions to Transfer. Any Transfer (including a Permitted Transfer) shall be subject to the following conditions:

(i) The transferee must agree in writing to be bound by this Agreement;

(ii) The Transfer must comply with all applicable securities laws;

(iii) The Transfer must not cause the Company to be treated as a publicly traded partnership for tax purposes;

(iv) The transferor shall pay all costs and expenses incurred by the Company in connection with the Transfer;

(v) The Transfer must not cause the termination of the Company for federal income tax purposes (unless the Members consent);

(vi) All necessary governmental consents must be obtained; and

(vii) The transferor shall provide such documentation as the Company may reasonably request.

Section 9.2 Right of First Refusal

(a) Offer Notice. If a Member desires to Transfer all or any portion of such Member's Interest to a Person other than a Permitted Transferee, the Member shall first give written notice (the "Offer Notice") to the Company and the other Members, setting forth:

(i) The name and address of the proposed transferee;

(ii) The Percentage Interest proposed to be Transferred;

(iii) The purchase price and payment terms; and

(iv) All other material terms and conditions of the proposed Transfer.

(b) Company Option. The Company shall have the first option to purchase all (but not less than all) of the Interest proposed to be Transferred at the price and on the terms set forth in the Offer Notice. The Company shall exercise its option by giving written notice to the selling Member within [____] days after receipt of the Offer Notice.

(c) Member Option. If the Company does not exercise its option, each other Member shall have the option to purchase a proportionate share (based on Percentage Interests) of the Interest proposed to be Transferred. Members shall exercise their options by giving written notice to the selling Member within [____] days after expiration of the Company's option period.

(d) Closing. If the Company or the other Members exercise their options, the closing shall occur within [____] days after the exercise of such options.

(e) Sale to Third Party. If neither the Company nor the other Members exercise their options to purchase all of the Interest proposed to be Transferred, the selling Member may Transfer such Interest to the proposed transferee at a price not less than the price set forth in the Offer Notice and on terms no more favorable to the transferee than those set forth in the Offer Notice. Such Transfer must be completed within [____] days after expiration of the Members' option period.

Section 9.3 Drag-Along Rights

(a) If Members holding at least [____]% of the total Percentage Interests (the "Selling Members") receive a bona fide offer from an unaffiliated third party to purchase all of the Membership Interests, the Selling Members may require all other Members (the "Dragged Members") to sell their Interests to such third party on the same terms and conditions.

(b) The Selling Members shall give written notice to the Dragged Members at least [____] days before the proposed closing, setting forth the material terms of the proposed sale.

(c) Each Dragged Member shall execute such documents and take such actions as may be reasonably necessary to consummate the sale.

Section 9.4 Tag-Along Rights

(a) If any Member (the "Transferring Member") proposes to Transfer more than [____]% of the total Percentage Interests to an unaffiliated third party, each other Member (the "Tagging Members") shall have the right to participate in such Transfer on the same terms and conditions.

(b) The Transferring Member shall give written notice to the other Members at least [____] days before the proposed closing, setting forth the material terms of the proposed Transfer.

(c) Each Tagging Member may elect to participate by giving written notice to the Transferring Member within [____] days after receipt of the Transfer notice.

(d) If Tagging Members elect to participate, the Transferring Member shall reduce the number of Interests to be Transferred so that each Tagging Member may sell a proportionate share (based on Percentage Interests).

Section 9.5 Effect of Transfer

(a) Assignee Rights. A Transfer of an Interest in compliance with this Agreement shall entitle the transferee to receive, to the extent Transferred, the distributions and allocations to which the transferor was entitled. However, the transferee shall not become a Member unless admitted as provided in Section 9.6.

(b) Continuing Obligations. A transferor shall remain liable for any obligations incurred as a Member prior to the Transfer, unless the other Members agree in writing to release the transferor.

Section 9.6 Admission of Transferees as Members

(a) A transferee of an Interest may be admitted as a Member only with the consent of [a Majority Interest / Supermajority Interest / all] (select one) of the existing Members (not including the transferor).

(b) As a condition to admission, the transferee must:

(i) Execute a counterpart of this Agreement agreeing to be bound by its terms;

(ii) Deliver such other documents as the Members may reasonably request; and

(iii) Pay any costs and expenses incurred by the Company in connection with the admission.

Section 9.7 Involuntary Transfers

(a) Upon the death, divorce, bankruptcy, or other involuntary transfer of a Member's Interest, the Company and the other Members shall have the option (but not the obligation) to purchase such Interest at its Fair Market Value.

(b) The Company shall exercise its option by giving written notice to the affected Member (or the Member's legal representative) within [____] days after learning of the involuntary transfer.

(c) If the Company does not exercise its option, each other Member shall have the option to purchase a proportionate share of such Interest within [____] days after expiration of the Company's option period.

ARTICLE X - WITHDRAWAL AND DISSOCIATION

Section 10.1 Voluntary Withdrawal

(a) A Member may withdraw from the Company only with the consent of [a Majority Interest / all] (select one) of the other Members.

(b) A withdrawing Member shall give at least [____] days' written notice of intent to withdraw.

(c) Upon withdrawal, the withdrawing Member shall be entitled to receive the fair value of such Member's Interest, determined as of the date of withdrawal, payable in accordance with Section 10.3.

Section 10.2 Events of Dissociation

A Member shall be dissociated from the Company upon the occurrence of any of the following events:

(a) The Company receives notice of the Member's express will to withdraw;

(b) An event specified in this Agreement as causing dissociation;

(c) The Member's expulsion by unanimous vote of the other Members for:

(i) Material breach of this Agreement;

(ii) Conduct that makes it not reasonably practicable to carry on business with the Member; or

(iii) Willful or persistent breach of the duty of loyalty or good faith;

(d) The Member's expulsion by judicial order under Iowa Code § 489.602;

(e) The death of a Member who is an individual;

(f) The appointment of a guardian or conservator for a Member who is an individual;

(g) The Bankruptcy of a Member;

(h) The dissolution and winding up of a Member that is an entity; or

(i) The termination of a Member that is a trust or estate.

Section 10.3 Effect of Dissociation

(a) Upon dissociation, a Member ceases to be a Member and becomes a mere assignee of the Economic Interest formerly held as a Member.

(b) The Company may, but is not required to, purchase the dissociated Member's Economic Interest at its fair value, determined as of the date of dissociation.

(c) If the Company elects to purchase, payment shall be made as follows:

☐ Lump sum payment within [____] days after the dissociation date.

☐ Installment payments over [____] years, with interest at [____]% per annum.

☐ Such other terms as the parties may agree.

(d) The dissociation of a Member does not dissolve the Company.

ARTICLE XI - ADMISSION OF NEW MEMBERS

Section 11.1 Admission Requirements

A Person may be admitted as a new Member only with the consent of [a Majority Interest / Supermajority Interest / all] (select one) of the existing Members.

Section 11.2 Conditions to Admission

As a condition to admission, a new Member must:

(a) Execute a counterpart of this Agreement;

(b) Make such Capital Contribution as determined by the existing Members;

(c) Agree to be bound by all terms and provisions of this Agreement;

(d) Provide such information as the Company may request to comply with applicable laws;

(e) Execute such other documents as the Members may require; and

(f) Pay any costs and expenses incurred by the Company in connection with the admission.

Section 11.3 Amendment of Schedule A

Upon the admission of a new Member, Schedule A shall be amended to reflect the new Member's name, address, Capital Contribution, and Percentage Interest, and the Percentage Interests of the existing Members shall be adjusted accordingly.

ARTICLE XII - DISSOLUTION AND WINDING UP

Section 12.1 Events of Dissolution

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

(a) The unanimous written consent of all Members to dissolve;

(b) The approval of Members holding a Supermajority Interest to dissolve;

(c) The sale or other disposition of all or substantially all of the Company's assets and the distribution of the proceeds;

(d) The entry of a decree of judicial dissolution under Iowa Code § 489.701;

(e) The occurrence of an event specified in the Certificate of Organization or this Agreement as causing dissolution; or

(f) Any other event required by law to cause dissolution.

Section 12.2 Effect of Dissolution

Upon dissolution, the Company shall cease to carry on its business, except as necessary to wind up its affairs, but the Company shall continue to exist until winding up is complete and a Statement of Termination is filed with the Iowa Secretary of State.

Section 12.3 Winding Up

(a) Upon dissolution, the Company's affairs shall be wound up by the Members (or a liquidating trustee appointed by the Members).

(b) The Person(s) winding up the Company's affairs shall have full authority to:

(i) Prosecute and defend lawsuits;

(ii) Settle and close the Company's business;

(iii) Dispose of the Company's property;

(iv) Discharge or make provision for the Company's liabilities; and

(v) Distribute the remaining assets to the Members.

Section 12.4 Liquidating Distributions

After dissolution, the assets of the Company shall be applied and distributed in the following order of priority:

(a) First, to creditors of the Company (including Members who are creditors) in satisfaction of the Company's liabilities, in the order of priority provided by law;

(b) Second, to the establishment of any reserves that the Person(s) winding up the Company's affairs deems reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;

(c) Third, to Members in proportion to their positive Capital Account balances, after giving effect to all contributions, distributions, and allocations for all periods; and

(d) Fourth, to Members in proportion to their Percentage Interests.

Section 12.5 Distributions in Kind

Assets may be distributed in kind if the Members so determine. Any property distributed in kind shall be valued at its Fair Market Value, and the difference between such value and the book value of the property shall be treated as gain or loss and allocated among the Members before the distribution.

Section 12.6 Statement of Termination

Upon completion of winding up, the Members shall cause a Statement of Termination to be filed with the Iowa Secretary of State.

Section 12.7 Liability of Members

No Member shall be personally liable for the debts, obligations, or liabilities of the Company, except:

(a) To the extent such Member has agreed in writing to be personally liable;

(b) For any wrongful distribution received by such Member with knowledge that the distribution was unlawful; or

(c) As otherwise provided by applicable law.

ARTICLE XIII - BOOKS, RECORDS, AND ACCOUNTING

Section 13.1 Books and Records

The Company shall maintain at its principal office the following books and records:

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

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

(c) Copies of all currently effective written operating agreements and all amendments thereto;

(d) Copies of any financial statements for the three most recent years;

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

(f) Copies of all documents filed with the Iowa Secretary of State;

(g) Minutes of all meetings of Members; and

(h) Such other records as may be required by the Act.

Section 13.2 Inspection Rights

(a) Each Member shall have the right, upon reasonable request and during ordinary business hours, to inspect and copy, at the Member's expense, the books and records of the Company.

(b) The Company may impose reasonable restrictions on the use and disclosure of information obtained from the Company's records.

(c) A Member's rights under this Section may be exercised through an agent, accountant, or attorney.

Section 13.3 Financial Statements and Reports

(a) Within [____] days after the end of each Fiscal Year, the Company shall furnish to each Member:

(i) A balance sheet as of the end of the Fiscal Year;

(ii) A statement of income and expenses for the Fiscal Year;

(iii) A statement of each Member's Capital Account;

(iv) A statement of cash flows; and

(v) Such other information as may be reasonably requested.

(b) The Company shall furnish to each Member such information as is necessary for the Member to complete federal and state income tax returns, including Schedule K-1, within [____] days after the end of each Fiscal Year.

Section 13.4 Bank Accounts

(a) The Company shall maintain one or more bank accounts in the name of the Company at such banks or financial institutions as determined by the Members (or Managers).

(b) All Company funds shall be deposited in such accounts and shall not be commingled with the personal funds of any Member or Manager.

(c) Withdrawals from Company accounts shall be made only by Persons authorized by the Members (or Managers).

Section 13.5 Accounting Method

The Company shall use the [cash / accrual] (select one) method of accounting for both book and tax purposes, unless otherwise determined by the Members.

ARTICLE XIV - TAX MATTERS

Section 14.1 Tax Classification

The Company intends to be classified for federal income tax purposes as:

☐ A partnership (if two or more Members)

☐ A disregarded entity (if single Member)

☐ An S corporation (by filing Form 2553)

☐ A C corporation (by filing Form 8832)

The Members shall take all actions necessary to maintain such classification.

Section 14.2 Partnership Representative

(a) The "Partnership Representative" (as defined in Code Section 6223) shall be [________________________________] or such other Person as may be designated by a Majority Interest of the Members.

(b) The Partnership Representative shall have all the powers and authority granted under the Code and Treasury Regulations, including the authority to:

(i) Receive notices and communications from the Internal Revenue Service;

(ii) Extend the statute of limitations for assessment;

(iii) File administrative adjustments;

(iv) Enter into settlement agreements; and

(v) Take any other action authorized by the Code.

(c) The Partnership Representative shall keep the Members informed of any administrative or judicial proceedings with respect to Company tax matters.

(d) The Partnership Representative shall be indemnified by the Company for all costs, expenses, and liabilities incurred in such capacity, except to the extent arising from the Partnership Representative's gross negligence or willful misconduct.

Section 14.3 Tax Elections

(a) The Partnership Representative (or, if applicable, the Members) may make any tax election permitted by the Code, including:

(i) An election under Code Section 754 to adjust the basis of Company property;

(ii) An election to use any method of depreciation or cost recovery;

(iii) An election to extend or waive the statute of limitations; and

(iv) Any other election the Partnership Representative (or Members) deems appropriate.

(b) Any election under Code Section 6226 ("push-out" election) shall require the consent of a Majority Interest of the Members.

Section 14.4 Tax Returns

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

(b) The Company shall furnish each Member with Schedule K-1 and such other information as the Member may need to file the Member's individual tax returns.

Section 14.5 Withholding

The Company is authorized to withhold from distributions to any Member any amounts required to be withheld under applicable tax laws and to pay such amounts to the appropriate taxing authorities.

ARTICLE XV - INDEMNIFICATION

Section 15.1 Indemnification of Members and Managers

(a) To the fullest extent permitted by the Act, the Company shall indemnify each Member, Manager, officer, employee, and agent of the Company (each, an "Indemnified Person") against all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees and expenses) incurred by such Indemnified Person in connection with any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) arising out of or related to such Person's service to the Company.

(b) Indemnification under this Section shall include:

(i) Judgments, fines, penalties, and amounts paid in settlement;

(ii) Costs of investigation and defense;

(iii) Reasonable attorneys' fees and expenses; and

(iv) Expert witness fees and court costs.

Section 15.2 Limitations on Indemnification

Notwithstanding Section 15.1, no indemnification shall be provided:

(a) For any act or omission constituting a breach of the duty of loyalty to the Company or its Members;

(b) For acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

(c) For any transaction from which the Indemnified Person derived an improper personal benefit;

(d) For unlawful distributions in violation of Iowa Code § 489.406; or

(e) For any matter as to which the Indemnified Person shall have been finally adjudicated to have acted in bad faith.

Section 15.3 Advancement of Expenses

(a) The Company shall advance expenses incurred by an Indemnified Person in defending any action, suit, or proceeding, prior to final disposition thereof, upon receipt of an undertaking by the Indemnified Person to repay such advances if it is ultimately determined that the Indemnified Person is not entitled to indemnification.

(b) The undertaking to repay shall be an unlimited general obligation of the Indemnified Person but need not be secured.

Section 15.4 Insurance

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

Section 15.5 Non-Exclusivity

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

ARTICLE XVI - IOWA STATE-SPECIFIC PROVISIONS

Section 16.1 Governing Law

This Agreement and the rights and obligations of the Members shall be governed by and construed in accordance with the laws of the State of Iowa, including the Iowa Uniform Limited Liability Company Act, Iowa Code §§ 489.101 et seq., without regard to principles of conflicts of law.

Section 16.2 Iowa Secretary of State Filings

(a) The Company shall maintain a registered agent for service of process in Iowa and shall file all required reports with the Iowa Secretary of State.

(b) Effective January 1, 2024, the Iowa Uniform Limited Liability Company Act (ULLCA), based on the 2013 Uniform Act, governs all Iowa LLCs.

(c) The Company shall file a Biennial Report with the Iowa Secretary of State as required by Iowa Code § 489.209. Biennial reports are due during the anniversary month of the LLC's formation, every two years.

Section 16.3 Registered Agent Requirements

(a) The Company shall continuously maintain a registered agent in Iowa as required by Iowa Code § 489.115.

(b) The registered agent must be an Iowa resident or an entity authorized to do business in Iowa.

(c) Any change in registered agent shall be filed with the Iowa Secretary of State within the time required by law.

Section 16.4 Operating Agreement Provisions Under Iowa Law

(a) Pursuant to Iowa Code § 489.105, an operating agreement governs relations among the members as members and between the members and the limited liability company. The operating agreement may also govern relations between the limited liability company and persons that are not parties to the operating agreement.

(b) To the extent permitted by the Act, this Agreement may restrict or eliminate the duties that a member, manager, or other person owes to the company or to another member or manager (subject to limitations in Iowa Code § 489.105(4)).

(c) An operating agreement may not unreasonably restrict a member's right of access to records under Iowa Code § 489.410.

Section 16.5 Charging Orders

Pursuant to Iowa Code § 489.503, on application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order is the exclusive remedy by which a creditor of a member or transferee may satisfy a judgment out of the judgment debtor's transferable interest.

Section 16.6 Entity Name Requirements

The Company's name shall comply with Iowa Code § 489.112, which requires the name to contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC."

ARTICLE XVII - MISCELLANEOUS PROVISIONS

Section 17.1 Entire Agreement

This Agreement, together with the Certificate of Organization and any schedules or exhibits 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 17.2 Amendments

(a) Except as otherwise provided in this Agreement, this Agreement may be amended only by a written instrument signed by Members holding a Supermajority Interest.

(b) Notwithstanding the foregoing, any amendment that would:

(i) Modify the required vote for any action shall require the existing required vote;

(ii) Increase a Member's Capital Contribution obligation shall require such Member's consent;

(iii) Adversely affect the allocations or distributions to a Member shall require such Member's consent;

(iv) Convert a Member's Interest to a non-voting Interest shall require such Member's consent; or

(v) Otherwise materially and adversely affect a Member in a manner different from other Members shall require such Member's consent.

Section 17.3 Severability

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

Section 17.4 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default.

Section 17.5 Binding Effect

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

Section 17.6 Notices

(a) All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given:

(i) When delivered personally;

(ii) When sent by email (with confirmation of receipt);

(iii) One business day after being sent by nationally recognized overnight courier; or

(iv) Three business days after being mailed by certified mail, return receipt requested.

(b) Notices shall be addressed to the Company at its principal office and to Members at their addresses shown on Schedule A or such other addresses as may be designated in writing.

Section 17.7 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile and electronic signatures shall be deemed original signatures.

Section 17.8 Headings

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

Section 17.9 Construction

(a) As used in this Agreement, the singular includes the plural and vice versa, and words of one gender include other genders.

(b) The words "include," "includes," and "including" shall be deemed to be followed by "without limitation."

(c) References to Sections, Articles, Schedules, and Exhibits refer to Sections, Articles, Schedules, and Exhibits of this Agreement unless otherwise specified.

Section 17.10 Dispute Resolution

(a) Mediation. Any dispute arising under this Agreement shall first be submitted to mediation before a mutually agreed mediator. The costs of mediation shall be shared equally by the disputing parties.

(b) Arbitration (Optional).

☐ Arbitration Elected. Any dispute not resolved by mediation shall be submitted to binding arbitration in [________________________________], Iowa, administered by [the American Arbitration Association / JAMS / other] (select one) in accordance with its commercial arbitration rules. The decision of the arbitrator shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

☐ Arbitration Not Elected. Any dispute not resolved by mediation may be pursued in any court of competent jurisdiction.

(c) Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Section 17.11 Confidentiality

(a) Each Member shall keep confidential all non-public information concerning the Company and its business, except:

(i) Information that becomes publicly available through no fault of the Member;

(ii) Information that the Member receives from a third party without restriction;

(iii) Information that the Member is required to disclose by law; or

(iv) Information that the Member discloses with the consent of the other Members.

(b) This confidentiality obligation shall survive the termination of a Member's membership in the Company.

Section 17.12 Further Assurances

Each Member shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

Section 17.13 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Members and the Company and shall not confer any rights upon any third party.

Section 17.14 Legal Representation

Each Member acknowledges that:

(a) This Agreement has significant legal and tax consequences;

(b) Each Member has had the opportunity to consult with independent legal and tax advisors; and

(c) The Company's legal counsel represents only the Company and not any individual Member.

ARTICLE XVIII - EXECUTION

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

COMPANY:

[________________________________], LLC

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

MEMBERS:

Member 1:

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Member 2:

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

Member 3:

Signature: [________________________________]

Printed Name: [________________________________]

Title (if entity): [________________________________]

Date: [__/__/____]

(Add additional signature blocks as needed)

SCHEDULE A - MEMBERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

Member Name	Address	Initial Capital Contribution	Percentage Interest
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
[________________________________]	[________________________________]	$[________________________________]	[____]%
TOTAL		$[________________________________]	100%

SCHEDULE B - DESCRIPTION OF INITIAL NON-CASH CONTRIBUTIONS (IF ANY)

Member Name	Description of Property	Agreed Fair Market Value	Liabilities Assumed
[________________________________]	[________________________________]	$[________________________________]	$[________________________________]
[________________________________]	[________________________________]	$[________________________________]	$[________________________________]

SCHEDULE C - MANAGERS AND OFFICERS (IF MANAGER-MANAGED)

Managers:

Manager Name	Address	Date Appointed
[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]

Officers:

Title	Name	Date Appointed
[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]
[________________________________]	[________________________________]	[__/__/____]

This template is provided for informational purposes only and does not constitute legal advice. The Iowa Uniform Limited Liability Company Act (Iowa Code §§ 489.101 et seq.) provides significant flexibility in structuring LLC operations. Users should consult with qualified Iowa legal counsel to customize this Agreement for their specific circumstances and ensure compliance with current law.

AI Legal Assistant