LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A Vermont Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Vermont Limited Liability Company Act, 11 V.S.A. §§ 4001 et seq. Vermont adopted the Revised Uniform Limited Liability Company Act (RULLCA) effective July 1, 2013. Annual reports required with the Secretary of State.]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Vermont Limited Liability Company Act, 11 V.S.A. §§ 4001 et seq. (the "Act") by filing Articles of Organization with the Vermont Secretary of State.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Vermont [ZIP]

1.4 Registered Agent

Agent: [NAME]
Address: [ADDRESS], Vermont [ZIP]

1.5 Term

Perpetual, unless dissolved.

ARTICLE II - PURPOSE

The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.

ARTICLE III - MEMBERS

See Exhibit A for Members, Capital Contributions, and Percentage Interests.

ARTICLE IV - CAPITAL

Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

Profits, Losses, and Distributions per Percentage Interests.

ARTICLE VI - MANAGEMENT

☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]

ARTICLE VII - TRANSFER RESTRICTIONS

Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.

ARTICLE VIII - DISSOLUTION

Upon Member consent, judicial dissolution, or Act requirements.

ARTICLE IX - INDEMNIFICATION

Company indemnifies Members/Managers for good faith actions.

ARTICLE X - TAX MATTERS

☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]

ARTICLE XI - MISCELLANEOUS

Governing Law: State of Vermont

EXECUTION

______________________________ Date: __________
[MEMBER NAME]

EXHIBIT A - MEMBERS

Governed by Vermont Limited Liability Company Act, 11 V.S.A. §§ 4001 et seq.