Talk:Operating agreement

[Your LLC Name] Operating Agreement

The undersigned hereby form a Limited Liability Company (hereinafter referred to as the "Company") pursuant to the laws of the state of Kenya and hereby adopt this Operating Agreement (hereinafter referred to as the "Agreement").

Article I. Company Formation

1.1 Names and Purpose

• 1.1.1 Three provisional names have been preliminarily chosen for the company: "KenyaX," "Kenya Exchange," and "GlobalEdConnectKE." These names are selected to reflect the original intent of offering educational and cultural exchange programs. However, the finalization of the company's name depends on confirmation from the registration authority.
• 1.1.2 The Company shall be established as a Limited Liability Company (LLC).
• 1.1.3 The Company's purpose is to generate income. The Company shall engage in any lawful business activity for which limited liability companies may be organized in accordance with the laws of Kenya.

1.2 Registered Office

• 1.2.1 The Company's registered office shall be located at [street address] in Eldoret, Kenya.
• 1.2.2 The address specified in Section 1.2.1 shall serve as the principal place of business of the Company for official correspondence and legal matters.
• 1.2.3 The Company's business activities may be conducted at any location deemed appropriate by the management.

1.3 Conditions for Continuation

• 1.3.1 Perpetual Existence. The Company shall continue perpetually unless any of the following events occur:
  • (a) Dissolution. The Company may be dissolved in accordance with the provisions outlined in #Article VIII. Company Dissolution of this Agreement.
  • (b) Legal Prohibition. The Company's existence becomes unlawful under applicable state laws due to any event.
• 1.3.2 Compliance. The Members shall ensure that the Company operates in compliance with all relevant laws and regulations to maintain its lawful existence, as well as with this Agreement.
• 1.3.3 Notice. In the event of circumstances potentially leading to the Company's dissolution or any action rendering its existence unlawful, the Members shall promptly notify each other and take appropriate actions as outlined in this Agreement.

Article II. Membership

2.1 Members

• 2.1.1 Any individual or entity that has ownership interest in the Company is the Company member (hereinafter referred to as the "Member").
• 2.1.2 The Members enjoy limited liability, meaning the Member's personal assets are generally protected from the debts and liabilities of the Company.
• 2.1.3 The undersigned founding members of the Company constitute the initial membership.
• 2.1.4 Additional members may be admitted upon the unanimous consent of the existing members.
• 2.1.5 The #Exhibit B. Listing of Members attached to this Agreement shall list the Members and their Stakes.

2.2 Capital Contributions

• 2.2.1 Contributions to Company's Capital. In order to have a say in the management and decision-making processes of the Company according to the #Article III. Management and share in the profits and losses according to the #Article V. Profits, Losses, and Distributions of this Agreement, the Members shall contribute capital.
• 2.2.2 Initial Contributions. Each Member of the Company shall make an initial capital contribution to the Company upon its formation, as determined by the Members collectively.
• 2.2.3 Forms of Contribution. Capital contributions may be made in the following forms:
  • (a) Cash. The Members may contribute cash to the Company's capital in an amount determined by mutual agreement among the Members.
  • (b) Work. The Members may contribute work or services to the Company, which shall be assigned a cash value as determined by mutual agreement among the Members.
  • (c) Other Assets. Members may contribute assets other than cash, which are convertible to cash, to the Company's capital. The cash value of such assets shall be determined by mutual agreement among the Members.
• 2.2.4 Approval. The amount of cash and the cash value of work and other assets contributed by each Member shall be subject to approval by a unanimous vote of all Members.
• 2.2.5 Recording Contributions. All contributions made by the Members shall be recorded in the Company's books and records accurately and promptly.

• • 6. No Interest:** No interest shall be paid on any capital contributions made to the Company by the Members.

• • 7. Withdrawal of Contributions:** Except as provided in this Operating Agreement or as required by law, no Member shall have the right to withdraw any part of their capital contribution to the Company without the unanimous consent of all other Members.

2.2.5 The #Exhibit C. Listing of Capital Contributions attached to this Agreement shall list the capital contributions of the Members.

2.3 Membership Stakes

• 2.3.1 Membership interests shall be represented by membership stakes (hereinafter, the "Stakes") as detailed in Schedule A. Each Stake shall grant its holder the rights and benefits determined by the Members.

2.4 Voting Rights

• 2.4.1 Voting rights shall correspond to the number of Stakes owned by each Member. Decisions shall be reached by a majority vote, unless otherwise stated in this Agreement.

2.5 Member Withdrawal

• 2.5.1 Members may withdraw from the Company by submitting written notice to the other Members. The withdrawing Member shall receive the value of their Stakes as determined by the Members.

2.6 Transfer of Membership Interests

• 2.6.1 Membership interests may not be transferred or assigned without unanimous consent from all members. In the event of a desire to transfer or assign membership interest, the offering member must first extend the same terms to other members before involving any third party.

Article III. Management

3.1 Management Structure

• 3.1.1 The Company's management shall be collectively administered by its members, empowering them to oversee decisions related to the Company's operations and administration, including but not limited to:
  • a) Establishing the Company's business strategy and objectives.
  • b) Approving significant business transactions and contractual agreements.
  • c) Hiring, terminating, and compensating employees.
  • d) Determining investments and capital expenditure.
  • e) Resolving disputes among members.

3.2 Voting Rights

• 3.2.1 Each member shall possess equal voting rights on all matters concerning the Company's operations. Decisions shall be reached by a simple majority vote, unless otherwise specified in this Agreement.

3.3 Owner Meetings

Meetings may be convened at times and locations agreed upon by the members. Notice of meetings shall be provided to all members at least [insert time frame] in advance, detailing the date, time, and agenda. Meetings may be conducted in person, via telephone, or electronically.

• 3.3.1 Annual Meetings. An annual meeting shall be convened by the Members each year, determined by mutual agreement, to review the Company's affairs and address any pertinent business matters.
• 3.3.2 Quorum. A quorum for any meeting of the Members shall comprise 50% of the Members. In the absence of a quorum, a majority of the present Members may adjourn the meeting as necessary without further notice.
• 3.3.3 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Members may be executed without a formal meeting if consent in writing, detailing the action taken, is endorsed by all Members.
• 3.3.4 Telephonic Meetings. Members may participate in meetings through conference telephone or similar communication means enabling effective engagement by all participants. Such participation shall constitute presence in person at the meeting.
• 3.3.5 Notice of Meetings. Written notice of each meeting shall be distributed to each Member via personal delivery, mail, email, or other electronic means at least 7 days prior to the scheduled meeting.
• 3.3.6 Special Meetings. Special meetings may be called by any Member with at least 7 days' notice to all Members. A quorum shall be constituted by the presence of 50% of the Members.

3.4 Managerial Authority

• 3.4.1 The members reserve the right to delegate specific managerial authority to designated managers, who shall act in accordance with this Agreement. Such delegation shall be formalized in writing and ratified by the Members.

3.5 Appointment of Manager

• 3.5.1 The initial Manager of the Company shall be [Name of Manager], who shall serve until a successor is appointed by the Members.

3.6 Powers and Duties of Manager

• 3.6.1 The Manager shall be vested with the following powers and duties:
  • a. Managing the day-to-day operations and affairs of the Company.
  • b. Executing contracts, agreements, and transactions on behalf of the Company.
  • c. Recruiting, terminating, and supervising employees and agents.
  • d. Signing checks and other financial instruments.
  • e. Preparing and presenting financial statements to the Members.
  • f. Exercising all other powers necessary for effective business management.

3.7 Limitations on Manager's Authority

• 3.7.1 Notwithstanding the foregoing, the Manager shall refrain from:
  • a. Borrowing money or incurring debt on behalf of the Company.
  • b. Selling, leasing, or disposing of Company assets.
  • c. Admitting new Members or approving Membership Stake transfers.
  • d. Taking actions resulting in Company termination.

3.8 Removal of Manager

• 3.8.1 The Manager may be removed with or without cause by a majority vote of the Members.

3.9 Resignation of Manager

• 3.9.1 The Manager may resign at any time by submitting written notice to the Members. The resignation shall become effective upon receipt by the Members, unless a later date is specified.

3.10 Limitation of Liability

• 3.10.1 Members shall not be personally liable for Company debts or obligations, except as mandated by law.

3.11 Indemnification

• 3.11.1 The Company shall indemnify and defend each member, manager, officer, employee, and agent against any claims, liabilities, or losses incurred during the performance of their duties on behalf of the Company, to the extent permitted by law.
• 3.11.2 Each member agrees to indemnify and hold harmless the Company, its managers, officers, and other members from any claims arising out of the member's execution of documents or certification of information.

Article IV. Compensation

4.1 Management Compensation

• 4.1.1 Any Manager providing services to the Company shall receive compensation commensurate with the value of such services rendered.

4.2 Reimbursement

• 4.2.1 The Company shall reimburse Managers or Members for all legitimate direct out-of-pocket expenses incurred in the course of managing the Company.

Article V. Profits, Losses, and Distributions

5.1 Allocation of Profits and Losses

• 5.1.1 Profits and losses of the Company shall be allocated among the members in accordance with their respective ownership interests.

5.2 Distribution Procedure

• 5.2.1 Distributions: Profits and losses shall be distributed to the Members in proportion to their ownership interests in the Company.
• 5.2.2 Restrictions on Distributions: No distribution shall be made if, upon making such distribution, the Company would be unable to meet its debts in the ordinary course of business or if the distribution would result in the Company's total assets being less than its total liabilities.

Note: Distributions will be determined and distributed annually or as decided by the Members, based on available funds after covering expenses and liabilities. Upon liquidation, distributions will be made in accordance with positive capital account balances or as specified by relevant regulations.

Article VI. Records and Bookkeeping

6.1 Records

• 6.1.1 Record-Keeping. Records shall be diligently kept by the Manager at the primary location of the Company, encompassing:
  • a. A comprehensive list of Members' names and contact details.
  • b. Copies of the Company's formation documents and any subsequent amendments.
  • c. Financial statements and tax returns from the preceding three years.
• 6.1.2 Record Maintenance. The Managers hold the responsibility for maintaining meticulous and complete accounting records of the Company's activities at its primary location. The Managers possess the discretion to select the accounting method, with the Company's accounting period designated as the calendar year.

6.2 Member Accounts

• 6.2.1 Separate capital and distribution accounts shall be maintained for each member by the Managers. Each member's capital account shall be calculated and managed in accordance with Treasury Regulation 1.704-l(b)(2)(iv) and shall include:
  • (a) Initial capital contribution by the member;
  • (b) Any additional capital contributions made by the member;
  • (c) Credit balances transferred from the member's distribution account to their capital account; and shall be reduced by: (x) Distributions made to the member reducing the Company's capital; (y) The member's portion of Company losses charged to their capital account.

6.3 Financial Reports

• 6.3.1 At the conclusion of each calendar year, the Managers shall close the accounting books and prepare statements detailing each member's distributive share of income and expenses for income tax reporting purposes. These statements shall be provided to each member.

Article VII. Dispute Resolution

7.1 Dispute Resolution Process

• 7.1.1 In the event of any dispute arising among the members regarding the Company's affairs, the parties shall initially endeavor to resolve the dispute through sincere negotiations.
• 7.1.2 Recognizing the diversity of ownership stakes among the members, if a resolution cannot be achieved through negotiations within 10 days, the parties agree to engage in mediation facilitated by a mutually agreed-upon mediator.
• 7.1.3 Should mediation prove unsuccessful in resolving the dispute, the parties hereby consent to binding arbitration in accordance with the rules of the Kenyan Arbitration Association, with due consideration given to the respective ownership percentages of the members.

7.2 Conflict Resolution Process

• 7.2.1 Any member with a conflict of interest concerning any Company matter must disclose such conflict to the other members.
• 7.2.2 A member facing a conflict of interest shall refrain from voting on any related matter, and the decision regarding such matter shall be made by the members without conflicts of interest.

Article VIII. Company Dissolution

The resignation, expulsion, bankruptcy, retirement of a Member or the occurrence of any other event that terminates the continued membership of a Member of the Company; or

8.1 Dissolution Procedure

• 8.1.1 The Company may be dissolved under the following circumstances:
  • a. The affirmative vote of a majority of the Members;
  • b. The issuance of a judicial dissolution decree under the Act; or
  • c. Any other event stipulated by law necessitating the Company's dissolution.

8.2 Company Dissolution Process

• 8.2.1 Upon dissolution, unless otherwise mandated by law or agreed upon by the Members, the Manager shall oversee the winding up of the Company's affairs, including the liquidation of assets and settlement of liabilities.
• 8.2.2 Following the satisfaction of all debts, liabilities, and obligations, the remaining assets shall be distributed among the Members in proportion to their respective ownership interests.
• 8.2.3 The Manager is responsible for filing Articles of Dissolution with the Secretary of State or relevant governmental body as per statutory requirements.
• 8.2.4 Despite the dissolution, continuation of the Company's business may occur upon agreement by a majority of the Members.

Article IX. Amendments

9.1 Amendment Procedure

• 9.1.1 Any amendments to this Agreement must be approved by written consent from all Members.

9.2 Process for Amending the Agreement

• 9.1.2 This Agreement may only be amended through unanimous written consent from all members.

Article X. Miscellaneous

10.1 Law, Severability, Entirety

• 10.1.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Kenya.
• 10.1.2 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 10.1.3 Entire Agreement. This Agreement constitutes the entire understanding between the Members regarding the Company and supersedes all prior agreements, discussions, and understandings, whether written or oral.

10.2 Additional Provisions

• 10.1.1 Any notices required or permitted under this Agreement shall be in writing and considered duly given if delivered personally or sent by certified mail with return receipt requested to the addresses provided below.
• 10.1.2 This Agreement embodies the complete understanding and agreement among the members concerning its subject matter. It may be executed in multiple counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

Article XI. Execution and Certification by Members

11.1 Execution of Documents

• 11.1.1 Signature Authority. Any document, agreement, or resolution requiring the signature of the members of the LLC may be signed by any member or members duly authorized by the Agreement or a resolution of the Members.
• 11.1.2 Execution. Each member may execute such documents individually or collectively through an authorized representative.

11.2 Member Certifications

• 11.2.1 Certification of Signatures. By signing any document on behalf of the LLC, each member certifies that their signature is genuine and that they have the authority to execute the document on behalf of the LLC.
• 11.2.2 Accuracy of Information. Each member certifies that any information provided in the document is true, accurate, and complete to the best of their knowledge.

11.3 Date of Execution

• 11.3.1 Effective Date. The date of execution of any document by a member shall be deemed the effective date of such document unless otherwise specified.

11.4 Counterparts

• 11.4.1 Execution in Counterparts. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.5. Signatures

In Witness Whereof, the undersigned have executed this Agreement as of the date first above written.

[Signature section]

Exhibit A. Listing of Managers

By a majority vote of the Members the following Managers were elected to operate the Company pursuant to ARTICLE 4 of the Agreement: __________________________________________ Printed Name ___________________________ Chief Executive Manager __________________________ Address __________________________ __________________________ ______________________________ Printed Name ___________________________ Title ______________________ __________________________ Address __________________________ __________________________ The above listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation. Signed and Agreed this _______day of ________________________, 20______. _____________________________ _____________________________ Signature of Member Signature of Member _____________________________ _____________________________ Signature of Member Signature of Member

Exhibit B. Listing of Members

As of the ____ day of _______________, 20____ the following is a list of Members of the Company: Name____________________________ Percent ______% X____________________________ Address ____________________________________________ Name____________________________ Percent ______% X____________________________ Address ____________________________________________ Name____________________________ Percent ______% X____________________________ Address ____________________________________________ Name____________________________ Percent ______% X____________________________ Address ____________________________________________

Exhibit C. Listing of Capital Contributions

Pursuant to ARTICLE 2, the Members' initial contribution to the Company capital is stated to be $______________________. The description and each individual portion of this initial contribution is as follows: __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ __________________________________________________________ $______________ SIGNED AND AGREED this _____ day of ________________, 20____. ____________________________________ ____________________________________ Signature of Member Signature of Member ____________________________________ ____________________________________ Signature of Member Signature of Member

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