Summary of Provisions

The Virginia LLC Model LLC Operating Agreement

ARTICLE I: Organization

1.1 Formation

1.2 Name

1.3 Principal Office

1.4 Registered Office and Registered Agent

1.5 Purposes

1.6 Powers

1.7 Term

ARTICLE 2: Members

2.1 Membership Units

2.2 Member Authority and Limitations

2.3 Voting Rights

2.4 Member Meetings

2.5 Action by Written Consent

2.6 Limitation on Liability

2.7 Admission of Additional Members

2.8 Additional Capital

ARTICLE 3: Management

NOTE: The following summarizes the Member Managed Form.  Manager Managed form has manager specific provisions in this Article

3.1 Member Management

3.2 Member Powers

3.3 Officers

3.4 Bank Accounts

ARTICLE 4: Capital Contributions and Capital Accounts

4.1 Capital Contributions

4.2 Additional Capital Contributions and Membership Units Issued

4.3 Interest on and Return of Capital Contributions

4.4 Withdrawal

4.5 Capital Accounts

ARTICLE 5: Allocation and Distributions

5.1 Incorporate of Treasury Regulations

5.2 Distributions

ARTICLE 6: Membership Unit Provisions

6.1 Transferability of Membership Interests

6.2 Events Triggering Disassociation

6.3 Charging Order Limitations

ARTICLE 7:  Dissolution

7.1 Term

7.2 Dissolution

7.3 Liquidation

7.4 No Recourse Against Members

ARTICLE 8: Accounting and Record Matters

8.1 Fiscal Year

8.2 Books of Account

8.3 Tax Matters

ARTICLE 9:  Indemnification

ARTICLE 10: Member Duties

10.1 Duty of Loyalty

10.2 Duty Not to Compete Against Company

10.3 Competition with Consent of Members

10.4 Duty in Doing Business with Company

10.5 Duty of Confidentiality

ARTICLE 11: Miscellaneous Provisions

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