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LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A New Mexico Limited Liability Company

OPERATING AGREEMENT

Effective Date: [__/__/____]

RECITALS

WHEREAS, the Members desire to form a Limited Liability Company pursuant to the New Mexico Limited Liability Company Act, NMSA 1978 §§ 53-19-1 to 53-19-74 (the "Act"); and

WHEREAS, the Members desire to enter into this Operating Agreement to set forth the terms and conditions governing the Company's internal affairs, the rights and obligations of the Members, and the management and operation of the Company; and

WHEREAS, New Mexico is a COMMUNITY PROPERTY state and the Members acknowledge the implications of community property law on Membership Interests; and

WHEREAS, New Mexico does NOT require annual reports for domestic LLCs, providing administrative simplicity; and

WHEREAS, the Members intend that this Agreement shall constitute the "operating agreement" of the Company as that term is defined in NMSA 1978 § 53-19-2;

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

ARTICLE I - FORMATION AND ORGANIZATION

Section 1.1 Formation

The Members hereby form a Limited Liability Company pursuant to the New Mexico Limited Liability Company Act, NMSA 1978 §§ 53-19-1 to 53-19-74, by the filing of Articles of Organization with the New Mexico Secretary of State. The rights and liabilities of the Members shall be as provided in the Act, except as otherwise expressly provided herein.

Section 1.2 Name

The name of the Company is:

[________________________________], LLC

The Company may conduct business under its legal name or any trade name properly registered with the New Mexico Secretary of State. The name shall comply with the requirements of NMSA 1978 § 53-19-3.

Section 1.3 Principal Office

The principal office of the Company is located at:

[________________________________]
[________________________________]
[City], New Mexico [____]

The Company may change its principal office upon written notice to all Members and appropriate filings with the Secretary of State.

Section 1.4 Registered Agent and Office

The registered agent and registered office of the Company in New Mexico are:

Registered Agent: [________________________________]

Registered Office: [________________________________]
[________________________________]
[City], New Mexico [____]

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

Section 1.5 Term

The Company shall have perpetual existence, commencing on the date the Articles of Organization are filed with the New Mexico Secretary of State and continuing until dissolved in accordance with this Agreement or the Act.

Section 1.6 Purpose

The Company is formed for the following purposes:

[________________________________]
[________________________________]

and for any other lawful business purpose permitted under the Act. The Company shall have all powers necessary, suitable, or convenient to accomplish its purposes, including all powers granted to limited liability companies under the Act.

Section 1.7 Fiscal Year

The fiscal year of the Company shall end on [December 31 / ________________] of each year, unless otherwise determined by the Members.

Section 1.8 No Annual Report Requirement

New Mexico does NOT require domestic LLCs to file annual reports with the Secretary of State. This provides administrative simplicity for the Company. However, the Company shall maintain current information with the Secretary of State regarding its registered agent and office.

Section 1.9 Foreign Qualification

The Company shall qualify to do business in any jurisdiction where the nature and extent of its business activities require such qualification. The Members or Managers, as applicable, are authorized to execute and file any documents necessary to qualify the Company to conduct business in any foreign jurisdiction.

ARTICLE II - DEFINITIONS

Section 2.1 Definitions

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

(a) "Act" means the New Mexico Limited Liability Company Act, NMSA 1978 §§ 53-19-1 to 53-19-74, as amended from time to time.

(b) "Affiliate" means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person; (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person; (iii) any officer, director, member, manager, or general partner of such Person; or (iv) any Person who is an officer, director, member, manager, general partner, trustee, or holder of fifty percent (50%) or more of the voting interests of any Person described in clauses (i) through (iii).

(c) "Agreement" means this Operating Agreement, including all exhibits and schedules attached hereto, as amended, modified, supplemented, or restated from time to time.

(d) "Articles of Organization" means the Articles of Organization filed with the New Mexico Secretary of State to form the Company, as amended from time to time.

(e) "Assignee" means a Person who has acquired an Economic Interest but has not been admitted as a Member.

(f) "Bankruptcy" means, with respect to any Person, the occurrence of any of the following: (i) the filing of an application by such Person for, or a consent to, the appointment of a trustee, receiver, or custodian of such Person's assets; (ii) the filing by such Person of a voluntary petition in bankruptcy or the seeking of relief under Title 11 of the United States Code; (iii) the making by such Person of a general assignment for the benefit of creditors; (iv) the entry of an order for relief against such Person in an involuntary bankruptcy case; or (v) the failure by such Person to contest in a timely and appropriate manner any involuntary petition against such Person.

(g) "Capital Account" means the capital account maintained for each Member in accordance with Section 4.4.

(h) "Capital Contribution" means any contribution of cash, property, services, or a promissory note or other obligation to contribute cash or property made by or on behalf of a Member in consideration for a Membership Interest.

(i) "Certificate" means the Articles of Organization of the Company as filed with the New Mexico Secretary of State, and any amendments thereto.

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

(k) "Community Property" means property acquired during marriage that is presumed to be owned equally by both spouses under New Mexico community property law, NMSA 1978 § 40-3-8.

(l) "Company" means [COMPANY NAME], LLC, a New Mexico limited liability company.

(m) "Covered Person" means a Member, Manager, officer, employee, agent, or representative of the Company.

(n) "Distribution" means a transfer of cash or other property from the Company to a Member in the Member's capacity as such.

(o) "Economic Interest" means the right to receive Distributions and allocations of Profits and Losses.

(p) "Effective Date" means the date set forth at the beginning of this Agreement.

(q) "Fair Market Value" means the fair market value of any asset or Membership Interest as determined in good faith by the Members or, if the Members cannot agree, by an independent appraiser selected in accordance with Section 7.9.

(r) "Manager" means any Person designated as a Manager of the Company in accordance with this Agreement, if the Company is manager-managed.

(s) "Member" means each Person who executes this Agreement as a Member, each Person who is subsequently admitted as a Member pursuant to this Agreement, and each Person who acquires a Membership Interest and is admitted as a Member, for so long as such Person remains a Member.

(t) "Membership Interest" means a Member's entire interest in the Company, including such Member's Economic Interest, right to participate in management (if applicable), right to vote, right to information, and all other rights and obligations under this Agreement and the Act.

(u) "Net Profits" and "Net Losses" mean, for each fiscal year or other period, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Code Section 703(a).

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

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

(x) "Profits" and "Losses" mean, for each fiscal year or other period, the Company's taxable income or loss determined in accordance with the Code.

(y) "Transfer" means, with respect to any Membership Interest, any sale, assignment, gift, pledge, hypothecation, encumbrance, or other transfer or disposition, whether voluntary, involuntary, or by operation of law.

(z) "Treasury Regulations" means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time.

ARTICLE III - MEMBERS

Section 3.1 Initial Members

The name, address, initial Capital Contribution, and Percentage Interest of each initial Member are set forth in Exhibit A attached hereto and incorporated herein by reference.

Section 3.2 Representations and Warranties

Each Member represents and warrants to the Company and to the other Members as follows:

(a) Such Member has the legal capacity and authority to enter into this Agreement and to perform such Member's obligations hereunder.

(b) This Agreement constitutes a legal, valid, and binding obligation of such Member, enforceable against such Member in accordance with its terms.

(c) Such Member is acquiring the Membership Interest for such Member's own account as an investment and not with a view to the distribution or resale thereof.

(d) Such Member has had access to all information concerning the Company that such Member considers necessary or appropriate to make an informed investment decision.

(e) Such Member acknowledges that the Membership Interest has not been registered under the Securities Act of 1933 or any state securities laws and cannot be transferred unless registered or exempt from registration.

(f) If such Member is an entity, such Member is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and the execution and delivery of this Agreement has been duly authorized.

Section 3.3 Community Property Representations

(a) Each Member who is married and a resident of New Mexico or any other community property state represents and warrants to the Company and to the other Members as follows:

(i) Such Member has disclosed to such Member's spouse the nature of this investment and the terms of this Agreement;

(ii) Such Member's Membership Interest is:

☐ Separate Property of the Member (acquired before marriage, by gift, or by inheritance)
☐ Community Property of the Member and spouse

(iii) If the Membership Interest is Community Property, the Member's spouse has executed the Spousal Consent attached as Exhibit E.

(b) Each Member agrees that any transfer, encumbrance, or other disposition of a Membership Interest that constitutes Community Property shall require the consent of both spouses.

(c) Upon divorce or legal separation of a married Member, the Member shall provide written notice to the Company within thirty (30) days and shall provide documentation regarding the disposition of the Membership Interest pursuant to the divorce decree or settlement agreement.

Section 3.4 Additional Members

Additional Members may be admitted to the Company only upon the affirmative vote or written consent of:

☐ A Majority in Interest of the Members
☐ Two-thirds (2/3) in Interest of the Members
☐ All Members (unanimous consent)

Any Person admitted as an additional Member shall execute a counterpart of this Agreement and any other documents required by the Members and shall be bound by all terms and conditions of this Agreement. Upon admission, Exhibit A shall be amended to reflect the new Member's information.

Section 3.5 Withdrawal of Members

(a) No Member may withdraw or resign from the Company prior to dissolution and winding up of the Company, except:

☐ Upon not less than [____] days' prior written notice to all other Members
☐ With the consent of a Majority in Interest of the other Members
☐ With unanimous consent of all other Members
☐ As otherwise provided in this Agreement

(b) A Member who withdraws in violation of this Agreement shall be liable to the Company and the other Members for damages caused by such wrongful withdrawal.

(c) Upon a permitted withdrawal, the withdrawing Member shall be entitled to receive, within a reasonable time, the Fair Market Value of such Member's Membership Interest as of the date of withdrawal.

Section 3.6 Member Meetings

(a) Annual Meeting. An annual meeting of the Members shall be held at such time and place as determined by the Members or Managers for the purpose of transacting any business that may properly come before the meeting.

(b) Special Meetings. Special meetings of the Members may be called by:
- Any Manager (if manager-managed);
- Members holding at least [twenty percent (20%)] of the Percentage Interests; or
- As otherwise provided in this Agreement.

(c) Notice. Written notice stating the place, date, time, and purpose of any meeting shall be delivered to each Member not less than [ten (10)] nor more than [sixty (60)] days before the date of the meeting.

(d) Quorum. The presence, in person or by proxy, of Members holding a majority of the Percentage Interests shall constitute a quorum for the transaction of business at any meeting of the Members.

(e) Voting. Each Member shall be entitled to vote in proportion to such Member's Percentage Interest, unless otherwise specified in this Agreement.

Section 3.7 Action Without Meeting

Any action that may be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action so taken is signed by Members having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all Members entitled to vote thereon were present and voted.

Section 3.8 Proxies

A Member may vote in person or by written proxy executed by the Member or by a duly authorized attorney-in-fact. A proxy shall be revocable unless expressly stated to be irrevocable and coupled with an interest.

Section 3.9 Member Information Rights

(a) Each Member shall have the right, upon reasonable request and for any proper purpose:

(i) To inspect and copy at reasonable times the Company's books and records;

(ii) To obtain from the Company, promptly after becoming available, a copy of the Company's federal, state, and local income tax returns for each year;

(iii) To obtain from time to time upon reasonable demand other information regarding the affairs of the Company as is just and reasonable.

(b) The rights of a Member under this Section are subject to such reasonable restrictions as may be imposed by the Members in the Operating Agreement regarding confidential information and trade secrets.

ARTICLE IV - 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 on Exhibit A, payable at the time and in the manner specified therein.

Section 4.2 Additional Capital Contributions

(a) Voluntary Contributions. No Member shall be required to make any Capital Contribution beyond the initial Capital Contribution set forth in Exhibit A, unless the Members unanimously agree otherwise in writing.

(b) Capital Calls. If the Members determine that additional capital is needed for Company purposes, they may issue a capital call as follows:

☐ By Majority in Interest of the Members
☐ By two-thirds (2/3) in Interest of the Members
☐ By unanimous consent of the Members

(c) Notice of Capital Call. Written notice of any capital call shall be given to all Members at least [thirty (30)] days before the date payment is due, specifying the amount to be contributed, the purpose of the contribution, and the deadline for payment.

(d) Failure to Contribute. If any Member fails to make a required additional Capital Contribution, the Company and the other Members shall have the following remedies:

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

(ii) The contribution may be treated as a loan from the contributing Members bearing interest at [____]% per annum;

(iii) The non-contributing Member may be required to forfeit a portion of such Member's Membership Interest;

(iv) Any other remedies available at law or in equity.

Section 4.3 Form of Contributions

Capital Contributions may be made in cash, property, services rendered, promissory notes, or other obligations to contribute cash or property, or to perform services, as determined by the Members.

Section 4.4 Capital Accounts

(a) A Capital Account shall be established and maintained for each Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

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

(i) Increased by: (A) the amount of cash contributed by such Member to the capital of the Company; (B) the Fair Market Value of property contributed by such Member (net of liabilities secured by such property); (C) allocations to such Member of Profits and items of income and gain; and (D) any items in the nature of income and gain specially allocated to such Member.

(ii) Decreased by: (A) the amount of cash distributed to such Member by the Company; (B) the Fair Market Value of property distributed to such Member (net of liabilities secured by such property); (C) allocations to such Member of Losses and items of loss and deduction; and (D) any items in the nature of loss or deduction specially allocated to such Member.

(c) If any Membership Interest is Transferred in accordance with this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to the Transferred Interest.

(d) The manner in which Capital Accounts are to be maintained pursuant to this Section is intended to comply with the requirements of Code Section 704(b) and the Treasury Regulations thereunder. The Members are authorized to modify the manner in which Capital Accounts are computed to comply with such Treasury Regulations.

Section 4.5 No Interest on Capital

No Member shall be entitled to receive interest on such Member's Capital Contributions or Capital Account.

Section 4.6 Return of Capital

Except as otherwise provided in this Agreement, no Member shall have the right to demand or receive the return of all or any portion of such Member's Capital Contribution.

Section 4.7 Loans by Members

(a) Any Member may, with the approval of a Majority in Interest of the Members, make loans to the Company, and the Company shall repay such loans with interest at a rate agreed upon by the lending Member and the Company.

(b) No loan made by a Member to the Company shall be considered a Capital Contribution or entitle such Member to any increase in such Member's Percentage Interest.

(c) Member loans shall be repaid before any Distributions are made to Members.

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

Section 5.1 Allocation of Profits and Losses

(a) Except as otherwise provided in this Agreement, Profits and Losses for each fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests.

(b) If a Member's Membership Interest changes during a fiscal year, Profits and Losses shall be allocated to take into account the varying interests of the Members during the year using any method permitted under Code Section 706 and the Treasury Regulations thereunder as determined by the Members.

Section 5.2 Special Allocations

(a) Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be specially allocated items of Company income and gain for such year in an amount equal to such Member's share of the net decrease in Company Minimum Gain, as determined pursuant to Treasury Regulations Section 1.704-2(g).

(b) Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article V (except Section 5.2(a)), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any fiscal year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such year.

(c) Qualified Income Offset. If any Member unexpectedly receives any adjustment, allocation, or Distribution described in Treasury Regulations 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 any deficit balance in such Member's Capital Account as quickly as possible.

(d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be allocated to the Members in proportion to their Percentage Interests.

(e) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member who bears the economic risk of loss for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable.

(f) Code Section 754 Adjustments. 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, and such adjustment shall be allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Section 5.3 Tax Allocations

(a) Items of income, gain, loss, deduction, and credit shall be allocated among the Members for federal, state, and local income tax purposes in a manner consistent with the allocations set forth in this Article V.

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to 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.

(c) Allocations pursuant to this Section are solely for purposes of federal, state, and local taxes and shall not affect any Member's Capital Account.

Section 5.4 Distributions

(a) The Members or Managers shall determine the amount and timing of all Distributions. Except as otherwise provided in this Agreement, Distributions shall be made to the Members in proportion to their respective Percentage Interests.

(b) No Distribution shall be made if, after giving effect to the Distribution, pursuant to NMSA 1978 § 53-19-23:

(i) The Company would not be able to pay its debts as they become due in the usual course of business; or

(ii) The Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the Distribution, to satisfy the preferential rights upon dissolution of Members whose preferential rights are superior to the rights of Members receiving the Distribution.

(c) A Member who receives a Distribution knowing that it violates this Section shall be liable to the Company for the amount of the Distribution.

Section 5.5 Tax Distributions

The Company shall make cash Distributions to the Members, at least quarterly, in amounts sufficient to enable the Members to satisfy their federal and state income tax liabilities arising from their allocable shares of Company income. Such tax Distributions shall be computed based on the highest combined marginal federal and state individual income tax rate applicable to any Member and shall be treated as advances against Distributions otherwise payable to the Members.

Section 5.6 Distributions in Kind

(a) The Company may make Distributions in kind. Any property distributed in kind shall be valued at its Fair Market Value.

(b) Unless otherwise agreed by the Members, Distributions in kind shall be made to the Members in proportion to their Percentage Interests.

(c) Any Distribution of property shall be treated as a Distribution of cash in the amount of the Fair Market Value of such property, and the Members' Capital Accounts shall be adjusted accordingly.

Section 5.7 Withholding

The Company is authorized to withhold from Distributions, or with respect to allocations, to a Member, and to pay over to any federal, state, or local governmental authority, any amounts required to be withheld pursuant to the Code or any provisions of any other federal, state, or local law. Any amounts so withheld shall be treated as having been distributed to such Member.

ARTICLE VI - MANAGEMENT

Section 6.1 Management Structure

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

☐ MEMBER-MANAGED: The business and affairs of the Company shall be managed by the Members. Each Member shall have the right to participate in the management of the Company and to bind the Company as provided in NMSA 1978 § 53-19-14.

☐ MANAGER-MANAGED: The business and affairs of the Company shall be managed by one or more Managers. Members who are not Managers shall have no right to participate in the management of the Company and shall have no authority to bind the Company.

Section 6.2 Member-Managed Company Provisions

If the Company is member-managed:

(a) Authority. Each Member is an agent of the Company for purposes of its business and has authority to bind the Company in the ordinary course of business.

(b) Voting. Except as otherwise provided in this Agreement, decisions shall be made by the affirmative vote of:

☐ A Majority in Interest of the Members
☐ Two-thirds (2/3) in Interest of the Members
☐ Unanimous consent of all Members

(c) Actions Requiring Special Approval. The following actions shall require the approval specified:

Action	Required Approval
Amend this Agreement	[________________________________]
Admit new Members	[________________________________]
Approve annual budget	[________________________________]
Enter contracts exceeding $[____]	[________________________________]
Incur debt exceeding $[____]	[________________________________]
Purchase or sell real property	[________________________________]
Merge, convert, or dissolve	[________________________________]
Sell all or substantially all assets	[________________________________]

Section 6.3 Manager-Managed Company Provisions

If the Company is manager-managed:

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

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

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

(c) Election and Term. Managers shall be elected by a Majority in Interest of the Members and shall serve until resignation, removal, death, or incapacity.

(d) Removal. A Manager may be removed with or without cause by the affirmative vote of:

☐ A Majority in Interest of the Members
☐ Two-thirds (2/3) in Interest of the Members
☐ Unanimous consent of all Members

(e) Resignation. A Manager may resign at any time by giving written notice to the Members. Such resignation shall take effect at the time specified in the notice or, if no time is specified, upon receipt of the notice.

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

(g) Authority. The Manager(s) shall have full and exclusive authority to manage and control the business and affairs of the Company, including but not limited to:

(i) Making all decisions regarding the ordinary course of business;
(ii) Employing agents and employees;
(iii) Executing contracts, agreements, and other instruments;
(iv) Establishing bank accounts and designating signatories;
(v) Instituting, prosecuting, defending, and settling legal actions;
(vi) All other powers necessary to manage the Company.

(h) Standard of Care. Each Manager shall perform the duties of Manager in good faith, in a manner such Manager reasonably believes to be in the best interests of the Company, and with the care that an ordinarily prudent person in a like position would exercise under similar circumstances.

(i) Limitation on Authority. Notwithstanding the foregoing, the Manager(s) shall not take any of the following actions without the prior written consent of the Members as specified:

Action	Required Member Approval
Amend this Agreement	[________________________________]
Admit new Members	[________________________________]
Incur debt exceeding $[____]	[________________________________]
Enter contracts exceeding $[____]	[________________________________]
Purchase or sell real property	[________________________________]
Merge, convert, or dissolve	[________________________________]
Sell all or substantially all assets	[________________________________]
File for bankruptcy	[________________________________]
Change the Company's principal business	[________________________________]

Section 6.4 Officers

(a) The Members or Manager(s) may appoint officers of the Company, including a President, Vice President, Secretary, Treasurer, and such other officers as they deem necessary or desirable.

(b) Officers shall have such duties, responsibilities, and authority as may be assigned to them by the Members or Manager(s) and shall serve at the pleasure of the Members or Manager(s).

(c) Any officer may be removed at any time, with or without cause, by the Members or Manager(s).

Section 6.5 Compensation

(a) Members. Unless otherwise approved by the Members, no Member shall receive compensation from the Company for services rendered to the Company in such Member's capacity as a Member.

(b) Managers. Manager(s) shall be entitled to receive compensation for services rendered to the Company in such amounts as approved by the Members:

☐ $[____] per year
☐ $[____] per meeting attended
☐ As determined by the Members from time to time
☐ No compensation

(c) Reimbursement. Members and Manager(s) shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred on behalf of the Company, provided such expenses are properly documented.

Section 6.6 Reliance by Third Parties

Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Members or Manager(s) as set forth in this Agreement and the Act.

Section 6.7 Fiduciary Duties

(a) Members and Managers owe to the Company and to the other Members the duties of loyalty and care as set forth in NMSA 1978 § 53-19-16.

(b) The duty of loyalty includes:
(i) Accounting to the Company for any property, profit, or benefit derived by the Member or Manager in the conduct of the Company's business;
(ii) Refraining from dealing with the Company as or on behalf of a party having an interest adverse to the Company;
(iii) Refraining from competing with the Company.

(c) The duty of care requires a Member or Manager to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(d) The Members may, by unanimous written consent, authorize a specific act or transaction that otherwise would violate the duty of loyalty, provided the authorization is given after full disclosure of all material facts.

ARTICLE VII - TRANSFER OF MEMBERSHIP INTERESTS

Section 7.1 Restrictions on Transfer

(a) No Member shall Transfer all or any portion of such Member's Membership Interest, except as expressly permitted by this Agreement.

(b) Any purported Transfer in violation of this Agreement shall be null and void and shall not be recognized by the Company.

(c) A Transfer of a Membership Interest shall be subject to applicable securities laws and regulations.

Section 7.2 Permitted Transfers

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 descendants;

(b) A family member, including spouse, parent, sibling, child, or grandchild;

(c) An Affiliate of the Member;

(d) Another Member;

(e) The Company itself.

Section 7.3 Community Property Transfers

(a) Any Transfer of a Membership Interest that constitutes Community Property shall require the written consent of both spouses.

(b) In the event of divorce or legal separation, any Transfer of a Membership Interest pursuant to a divorce decree or settlement agreement shall be subject to the right of first refusal provisions of Section 7.4.

(c) Upon the death of a spouse who holds a community property interest in a Membership Interest, the surviving spouse shall provide written notice to the Company within thirty (30) days.

Section 7.4 Right of First Refusal

(a) Before any Member (the "Selling Member") may Transfer all or any portion of such Member's Membership Interest to any Person other than a Permitted Transferee, the Selling Member shall first offer such Interest to the other Members (the "Non-Selling Members") on the same terms and conditions as the proposed Transfer.

(b) The Selling Member shall give written notice (the "Offer Notice") to the Company and all Non-Selling Members, stating:

(i) The name of the proposed transferee;
(ii) The Percentage Interest proposed to be Transferred;
(iii) The purchase price and payment terms;
(iv) All other material terms of the proposed Transfer.

(c) For a period of [thirty (30)] days following receipt of the Offer Notice (the "Election Period"), each Non-Selling Member shall have the right to purchase all or any portion of the offered Interest, pro rata based on their respective Percentage Interests (or in such other proportions as they may agree).

(d) If the Non-Selling Members do not exercise their right to purchase all of the offered Interest within the Election Period, the Company shall have the right, for an additional [fifteen (15)] days, to purchase all or any portion of the remaining offered Interest.

(e) If the Non-Selling Members and the Company do not exercise their rights to purchase all of the offered Interest, the Selling Member may Transfer the remaining offered Interest to the proposed transferee on terms no more favorable to the transferee than those set forth in the Offer Notice, provided such Transfer is completed within [ninety (90)] days after expiration of all Election Periods.

Section 7.5 Tag-Along Rights

(a) If any Member (the "Selling Member") proposes to Transfer more than [fifty percent (50%)] of such Member's Membership Interest to a third party, each other Member (the "Tag-Along Member") shall have the right to participate in such Transfer on a pro rata basis.

(b) The Selling Member shall give written notice of the proposed Transfer to all Tag-Along Members at least [thirty (30)] days prior to the closing of such Transfer.

(c) Each Tag-Along Member who wishes to participate must give written notice to the Selling Member within [fifteen (15)] days of receipt of notice.

(d) The Selling Member shall use reasonable efforts to include the Tag-Along Members' Interests in the proposed Transfer on the same terms and conditions.

Section 7.6 Drag-Along Rights

(a) If Members holding at least [seventy-five percent (75%)] of the Percentage Interests (the "Drag-Along Sellers") approve a sale of the Company or all of its assets to a third party, the Drag-Along Sellers shall have the right to require all other Members to participate in such sale on the same terms and conditions.

(b) The Drag-Along Sellers shall give written notice of the proposed sale to all other Members at least [thirty (30)] days prior to the closing of such sale.

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

Section 7.7 Effect of Transfer

(a) A Transfer of a Membership Interest shall not dissolve or terminate the Company.

(b) The transferor of a Membership Interest shall remain liable for all obligations of such transferor under this Agreement arising prior to the Transfer.

(c) The transferee of a Membership Interest shall be subject to all the terms and conditions of this Agreement.

Section 7.8 Admission of Transferee as Member

(a) A transferee of a Membership Interest shall not become a Member unless:

(i) The Transfer is made in accordance with this Agreement;
(ii) The transferee executes a counterpart of this Agreement and agrees to be bound by its terms;
(iii) The transferee provides such other documents and assurances as the Members may reasonably require;
(iv) If required, the non-transferring Members consent to the admission.

(b) Until admitted as a Member, a transferee shall be an Assignee and shall have only the rights of an Assignee under NMSA 1978 § 53-19-31.

Section 7.9 Valuation

(a) When this Agreement requires a determination of Fair Market Value for a Membership Interest, such value shall be determined as follows:

(i) First, the parties shall attempt to agree upon the Fair Market Value;

(ii) If the parties cannot agree within [thirty (30)] days, either party may request that the Fair Market Value be determined by a qualified independent appraiser mutually selected by the parties;

(iii) If the parties cannot agree on an appraiser within [fifteen (15)] days, each party shall select an appraiser and the two appraisers shall select a third appraiser, whose determination shall be final and binding.

(b) The cost of appraisal shall be borne equally by the parties unless otherwise agreed.

Section 7.10 Involuntary Transfers

(a) Upon the occurrence of any Involuntary Transfer (including but not limited to death, Bankruptcy, divorce, or attachment), the Company shall have the option, but not the obligation, to purchase the affected Membership Interest at its Fair Market Value.

(b) The Company shall have [ninety (90)] days from the date it receives notice of an Involuntary Transfer to exercise its option by giving written notice to the affected Member or such Member's legal representative.

(c) If the Company does not exercise its option, the other Members shall have the option to purchase the affected Membership Interest on a pro rata basis.

ARTICLE VIII - DISSOLUTION AND WINDING UP

Section 8.1 Events of Dissolution

The Company shall be dissolved upon the occurrence of any of the following events:

(a) The affirmative vote or written consent of:

☐ A Majority in Interest of the Members
☐ Two-thirds (2/3) in Interest of the Members
☐ All Members (unanimous consent)

(b) The entry of a decree of judicial dissolution under NMSA 1978 § 53-19-38;

(c) Administrative dissolution by the Secretary of State;

(d) Any event that makes it unlawful for the Company's business to be carried on;

(e) The occurrence of any other event specified in this Agreement as causing dissolution;

(f) Any other event specified in the Act as causing dissolution.

Section 8.2 Effect of Dissolution

Upon dissolution, the Company shall cease to carry on its business, except as necessary for the winding up of the Company's affairs. The Company's separate existence shall continue until the winding up of the Company's affairs is complete and articles of dissolution have been filed with the Secretary of State.

Section 8.3 Winding Up

Upon dissolution, the Members or Manager(s), or a Person appointed by the Members (the "Liquidator"), shall wind up the Company's affairs.

(a) The Liquidator shall:

(i) Collect all amounts owing to the Company;
(ii) Pay or provide for all obligations of the Company, including contingent obligations;
(iii) Liquidate the Company's assets;
(iv) Distribute the remaining proceeds to the Members.

(b) The Liquidator shall have all powers necessary to accomplish the winding up, including the power to:

(i) Continue the business of the Company to the extent necessary to preserve the value of its assets;
(ii) Employ agents and professionals;
(iii) Execute documents on behalf of the Company;
(iv) Sue and be sued;
(v) Make distributions in cash or in kind.

Section 8.4 Order of Distributions

The assets of the Company shall be distributed in the following order:

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

(b) Second, to Members and former Members in satisfaction of liabilities for Distributions;

(c) Third, to Members in proportion to their positive Capital Account balances, after taking into account all Capital Account adjustments for the fiscal year in which the liquidation occurs.

Section 8.5 Deficit Capital Account

No Member shall be obligated to restore a deficit balance in such Member's Capital Account.

Section 8.6 Articles of Dissolution

Upon completion of the winding up and distribution of all Company assets, the Liquidator shall file articles of dissolution with the New Mexico Secretary of State and take all other actions necessary to terminate the Company's existence.

Section 8.7 Survival of Rights

The dissolution and termination of the Company shall not affect:

(a) The rights of any creditor of the Company;

(b) Any liability of any Member arising before dissolution;

(c) Any obligation under this Agreement that expressly survives dissolution.

ARTICLE IX - INDEMNIFICATION AND LIABILITY

Section 9.1 Limitation of Liability

(a) As provided in NMSA 1978 § 53-19-13, no Member or Manager 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 or acting as a Member or Manager.

(b) No Member or Manager shall be personally liable to the Company or any other Member for any act or omission performed or omitted by such Person in good faith on behalf of the Company and in a manner reasonably believed by such Person to be in the best interests of the Company, except for:

(i) Intentional misconduct or knowing violation of law;
(ii) A breach of the duty of loyalty;
(iii) Any transaction from which such Person derived an improper personal benefit;
(iv) Acts or omissions involving gross negligence, recklessness, or willful misconduct.

Section 9.2 Indemnification

(a) The Company shall indemnify, defend, and hold harmless each Covered Person from and against any and all claims, demands, liabilities, costs, damages, losses, and expenses (including reasonable attorneys' fees and costs of investigation and defense) arising from or relating to any act or omission of such Covered Person in connection with the business or affairs of the Company, provided that such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Covered Person's conduct was unlawful.

(b) The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Covered Person did not act in good faith and in a manner which such Covered Person reasonably believed to be in or not opposed to the best interests of the Company.

(c) Notwithstanding the foregoing, no indemnification shall be provided to any Covered Person with respect to:

(i) Conduct involving intentional misconduct or a knowing violation of law;
(ii) A breach of the duty of loyalty;
(iii) Any transaction from which the Covered Person derived an improper personal benefit;
(iv) Acts or omissions involving fraud, bad faith, gross negligence, recklessness, or willful misconduct.

Section 9.3 Advancement of Expenses

(a) The Company shall advance to any Covered Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding.

(b) Advancement of expenses shall be made upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it is ultimately determined that the Covered Person is not entitled to be indemnified by the Company.

Section 9.4 Insurance

The Company may purchase and maintain insurance on behalf of any Covered Person against any liability asserted against such Person and incurred by such Person in any capacity, or arising out of such Person's status as a Covered Person, whether or not the Company would have the power to indemnify such Person against such liability under this Agreement.

Section 9.5 Non-Exclusivity

The indemnification provided by this Article IX shall not be exclusive of any other rights to indemnification to which a Covered Person may be entitled under any agreement, insurance policy, vote of the Members, or otherwise.

Section 9.6 Continuation of Rights

The rights to indemnification and advancement of expenses provided in this Article IX shall continue as to any Person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors, administrators, and personal representatives of such Person.

Section 9.7 Claims

(a) If a claim for indemnification under this Article IX is not paid in full within sixty (60) days after a written claim has been received by the Company, the Covered Person may bring suit against the Company to recover the unpaid amount.

(b) In any such suit, the Company shall have the burden of proving that the Covered Person is not entitled to indemnification.

ARTICLE X - TAX MATTERS

Section 10.1 Tax Classification

For federal and state income tax purposes, the Company shall be classified as follows (select one):

☐ Partnership (if two or more Members) / Disregarded Entity (if single Member)
☐ S Corporation (Form 2553 election required)
☐ C Corporation (Form 8832 election required)

Section 10.2 Partnership Representative

(a) If the Company is treated as a partnership for federal income tax purposes, the following Member is designated as the "Partnership Representative" for purposes of the Bipartisan Budget Act of 2015 and the Code:

Partnership Representative: [________________________________]

(b) The Partnership Representative shall have the sole authority to act on behalf of the Company in any tax proceeding before the Internal Revenue Service, including the authority to:

(i) Bind the Company and all Members in any such proceeding;
(ii) Extend any statute of limitations;
(iii) File any claim for refund;
(iv) Settle any tax controversy;
(v) Make any election under the tax laws on behalf of the Company.

(c) The Partnership Representative shall keep all Members informed of any audit, examination, or other tax proceeding and shall not settle any tax controversy without the consent of a Majority in Interest of the Members.

(d) The Partnership Representative may be removed and replaced by a Majority in Interest of the Members.

Section 10.3 Tax Elections

The Company shall make the following elections for tax purposes, unless otherwise determined by the Members:

(a) To use the [cash / accrual] method of accounting;

(b) To elect under Section 754 of the Code to adjust the basis of Company property upon a Transfer of a Membership Interest or Distribution, if determined by the Members to be beneficial;

(c) To elect the "push-out" method under Code Section 6226 in the event of any partnership adjustment;

(d) Any other elections determined by the Partnership Representative to be in the best interests of the Company and the Members.

Section 10.4 Tax Returns and Information

(a) The Company shall prepare and file all required federal, state, and local tax returns.

(b) The Company shall furnish to each Member, within ninety (90) days after the end of each fiscal year, such information as is necessary for the Member to prepare such Member's federal, state, and local income tax returns, including a Schedule K-1 or equivalent.

(c) The Company shall provide to each Member, upon request, copies of all tax returns filed by the Company.

Section 10.5 New Mexico Tax Matters

(a) New Mexico imposes a personal income tax on residents and nonresidents with New Mexico source income. The Company shall:

(i) File all required returns with the New Mexico Taxation and Revenue Department;
(ii) Withhold and remit taxes on nonresident Members as required by New Mexico law;
(iii) Pay any applicable gross receipts tax on goods or services sold in New Mexico.

(b) New Mexico imposes a gross receipts tax rather than a traditional sales tax. The Company shall register with the Taxation and Revenue Department and collect and remit gross receipts tax if engaged in taxable activities.

(c) Members shall be responsible for their own New Mexico income tax obligations attributable to their allocable share of Company income.

Section 10.6 Tax Indemnification

Each Member shall indemnify and hold harmless the Company and the other Members from and against any tax liabilities, penalties, and interest attributable to such Member's failure to properly report such Member's allocable share of Company income or to pay taxes thereon.

ARTICLE XI - RECORDS AND ACCOUNTING

Section 11.1 Books and Records

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

(a) A current list of the full name and last known mailing 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 financial statements for the three (3) most recent years;

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

(e) Copies of all written consents of Members and all meeting minutes;

(f) A statement of all Capital Contributions received and agreed to be made;

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

Section 11.2 Accounting Method

The Company's books and records shall be kept using the [cash / accrual] method of accounting in accordance with generally accepted accounting principles consistently applied.

Section 11.3 Financial Statements

The Company shall prepare, or cause to be prepared, the following financial statements:

(a) Annual financial statements, including a balance sheet, income statement, and statement of cash flows, within [ninety (90)] days after the end of each fiscal year;

(b) [Quarterly / Monthly] financial reports as determined by the Members;

(c) Such other reports as may be requested by the Members.

Section 11.4 Banking

(a) All funds of the Company shall be deposited in one or more bank accounts in the Company's name at such banks or other financial institutions as may be selected by the Members or Manager(s).

(b) The following Person(s) shall have authority to sign checks and other instruments for the payment of funds from the Company's bank accounts:

[________________________________]
[________________________________]

(c) All amounts in excess of immediate operating needs shall be invested in such manner as the Members or Manager(s) may determine.

ARTICLE XII - AMENDMENTS

Section 12.1 Amendments Generally

This Agreement may be amended only by a written instrument executed by:

☐ A Majority in Interest of the Members
☐ Two-thirds (2/3) in Interest of the Members
☐ All Members (unanimous consent)

Section 12.2 Amendments Requiring Unanimous Consent

Notwithstanding Section 12.1, the following amendments shall require the unanimous written consent of all Members:

(a) Any amendment that would change a Member's Percentage Interest or right to Distributions without such Member's consent;

(b) Any amendment that would increase a Member's liability or obligation to make Capital Contributions without such Member's consent;

(c) Any amendment that would eliminate or modify the indemnification rights of any Covered Person without such Person's consent;

(d) Any amendment that would change the requirements for amending this Agreement.

Section 12.3 No Oral Amendment

This Agreement may not be amended orally or by course of conduct.

ARTICLE XIII - MISCELLANEOUS PROVISIONS

Section 13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, including the New Mexico Limited Liability Company Act, NMSA 1978 §§ 53-19-1 to 53-19-74, without regard to conflict of law principles.

Section 13.2 Jurisdiction and Venue

Any action or proceeding arising out of or relating to this Agreement shall be brought in the courts of the State of New Mexico, [Bernalillo / Santa Fe / ____________] County, or, if applicable, the United States District Court for the District of New Mexico. Each party consents to the jurisdiction of such courts and waives any objection to venue therein.

Section 13.3 Dispute Resolution

(a) Mediation. Before commencing any litigation, the parties shall attempt to resolve any dispute arising under this Agreement through mediation before a mutually acceptable mediator. If the parties cannot agree on a mediator within [fifteen (15)] days, either party may request the State Bar of New Mexico to appoint a mediator.

(b) Arbitration (Optional).

☐ Check here if binding arbitration applies.

If checked, any dispute not resolved through mediation shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City], New Mexico. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Section 13.4 Waiver of Jury Trial

EACH MEMBER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

☐ Waiver of jury trial applies
☐ Waiver of jury trial does NOT apply

Section 13.5 Entire Agreement

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

Section 13.6 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 be affected or impaired thereby.

Section 13.7 Binding Effect

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

Section 13.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing herein shall be construed to give any other Person any legal or equitable right, remedy, or claim under this Agreement.

Section 13.9 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) One (1) business day after being sent by overnight courier;
(iii) Three (3) business days after being mailed by certified mail, return receipt requested, postage prepaid;
(iv) When sent by email, if receipt is confirmed.

(b) Notices shall be sent to the addresses set forth in Exhibit A, or to such other address as a party may designate by notice to the other parties.

Section 13.10 Headings

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

Section 13.11 Construction

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

(b) The word "or" is not exclusive.

(c) References to statutes or regulations include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such statutes or regulations.

(d) This Agreement shall be construed without regard to any presumption against the party who drafted it.

Section 13.12 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. Signatures transmitted by facsimile or electronic means shall be deemed original signatures for all purposes.

Section 13.13 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. The waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breach.

Section 13.14 Further Assurances

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

Section 13.15 Legal Counsel

Each Member acknowledges that such Member has had the opportunity to consult with independent legal counsel regarding this Agreement and has either done so or voluntarily chosen not to do so.

Section 13.16 Confidentiality

(a) Each Member agrees to maintain in strict confidence all non-public information concerning the Company's business, operations, financial condition, and prospects.

(b) No Member shall disclose any confidential information to any third party without the prior written consent of the Members, except as required by law or legal process.

(c) This confidentiality obligation shall survive the termination of this Agreement and the withdrawal or Transfer of any Member's Membership Interest.

ARTICLE XIV - SIGNATURE PAGE

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

MEMBERS:

Member 1:

Signature: ________________________________

Printed Name: [________________________________]

Date: [__/__/____]

Member 2:

Signature: ________________________________

Printed Name: [________________________________]

Date: [__/__/____]

Member 3:

Signature: ________________________________

Printed Name: [________________________________]

Date: [__/__/____]

Member 4:

Signature: ________________________________

Printed Name: [________________________________]

Date: [__/__/____]

(Add additional signature blocks as needed)

EXHIBIT A - MEMBERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

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

Total: | | $[________________________________] | 100% |

EXHIBIT B - MANAGER INFORMATION (If Manager-Managed)

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

EXHIBIT C - CAPITAL CALL NOTICE FORM

[COMPANY NAME], LLC

NOTICE OF CAPITAL CALL

Date: [__/__/____]

To: All Members

Pursuant to Section 4.2 of the Operating Agreement, the Members have approved a capital call for the following purpose(s):

[________________________________]
[________________________________]

Total Amount Called: $[________________________________]

Each Member's required contribution is as follows:

Member Name	Percentage Interest	Amount Due
[________________________________]	[____]%	$[________________________________]
[________________________________]	[____]%	$[________________________________]

Due Date: [__/__/____]

Payment Instructions:
[________________________________]
[________________________________]

Failure to make timely payment may result in the remedies specified in Section 4.2(d) of the Operating Agreement.

Authorized Signature: ________________________________

Printed Name: [________________________________]

Title: [________________________________]

EXHIBIT D - MEMBERSHIP INTEREST TRANSFER FORM

[COMPANY NAME], LLC

ASSIGNMENT OF MEMBERSHIP INTEREST

FOR VALUE RECEIVED, the undersigned Member (the "Assignor") hereby assigns, transfers, and conveys to [________________________________] (the "Assignee") [____]% of the Assignor's Membership Interest in [COMPANY NAME], LLC, a New Mexico limited liability company.

Assignor:

Signature: ________________________________

Printed Name: [________________________________]

Address: [________________________________]

Date: [__/__/____]

Assignee's Acceptance:

The undersigned Assignee hereby accepts the foregoing assignment and agrees to be bound by all terms and conditions of the Operating Agreement of [COMPANY NAME], LLC.

Signature: ________________________________

Printed Name: [________________________________]

Address: [________________________________]

Date: [__/__/____]

Consent of Members:

The undersigned Members hereby consent to the foregoing Transfer and admission of the Assignee as a Member.

________________________________ Date: [__/__/____]
[MEMBER NAME]

EXHIBIT E - SPOUSAL CONSENT (COMMUNITY PROPERTY)

SPOUSAL CONSENT AND ACKNOWLEDGMENT

I, [________________________________], am the spouse of [________________________________] (the "Member"), who is a Member of [COMPANY NAME], LLC, a New Mexico limited liability company (the "Company").

I acknowledge that:

I have read and understand the Operating Agreement of the Company dated [__/__/____].
My spouse's Membership Interest in the Company may be community property under New Mexico law.
I consent to the terms and conditions of the Operating Agreement, including but not limited to the restrictions on Transfer of Membership Interests.
I agree that my community property interest, if any, in my spouse's Membership Interest is subject to all terms and conditions of the Operating Agreement.
I agree to be bound by and comply with the terms of the Operating Agreement to the extent they affect my community property interest.
I understand that any Transfer of the Membership Interest, including a Transfer resulting from divorce or legal separation, is subject to the right of first refusal and other transfer restrictions set forth in the Operating Agreement.
In the event of my spouse's death, disability, or withdrawal, I agree to cooperate with the Company and the remaining Members in accordance with the terms of the Operating Agreement.

Signature: ________________________________

Printed Name: [________________________________]

Date: [__/__/____]

State of New Mexico
County of [________________]

This instrument was acknowledged before me on [__/__/____] by [________________________________].

________________________________
Notary Public
My Commission Expires: [__/__/____]

This Operating Agreement is governed by the New Mexico Limited Liability Company Act, NMSA 1978 §§ 53-19-1 to 53-19-74. New Mexico is a COMMUNITY PROPERTY state; spousal consent may be required for transfers of Membership Interests. IMPORTANT: New Mexico does NOT require annual reports for domestic LLCs, providing administrative simplicity.

AI Legal Assistant