[COMPANY]

OPERATING AGREEMENT

This Limited Liability Company Operating Agreement (“Agreement”) relating to [COMPANY], a [STATE] limited liability company (the “Company”) dated and effective as of the [ ] day of [MONTH], [YEAR] (the “Formation Date”) by and among [INDIVIDUAL] as the sole initial Member of the Company, and the persons identified as Members on the Share Register of the Company maintained as set forth herein. Certain capitalized terms used herein have the definitions given them in Section ‎8.

BACKGROUND

The initial Member has formed the Company as a limited liability company under and pursuant to the provisions of the [STATE] Limited Liability Companies Act (ORS 63 et seq), as amended and in effect from time to time (the “Act”) by filing the Articles of Organization with the Office of the Secretary of State on the Formation Date. The Members wish to set out their respective rights, obligations, and duties with respect to the regulation and management of the affairs of the Company in any manner not inconsistent with the Act or the Articles of Organization.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

Organization and Powers

Name»

. The name of the Company shall be“[COMPANY]”.

Organization. »

The Company shall from time to time file or cause to be filed such certificates and documents as shall be appropriate to comply with the applicable requirements for the existence and operation of the Company as a limited liability company under the laws of any jurisdiction in which the Company shall conduct business, and the Officers shall have the authority to file or cause to be filed any such articles, certificate or document. The Company shall have such place or places of business, within or without the State, as the Officers may from time to time determine. The Officers may appoint agents for service of process in all jurisdictions in which the Company conducts or is qualified to conduct business. The Officers may from time to time change the name of the Company, its registered office, or any other matter described in the Certificate; provided, however, that any required consent of the Members is obtained if such consent is expressly required by any provision of this Agreement or by applicable law as a condition to any such change. The Officers shall promptly file or cause to be filed a certificate of amendment reflecting any such change to its Certificate.

Business. »