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This Operating Agreement of ________________ (the "Company"), a limited liability company organized under the laws of the State of ________________, is entered into and effective as of ________________.

1. FORMATION. The Company was formed on ________________ by filing Articles of Organization with the Secretary of State of ________________. The principal office of the Company is ________________.

2. MEMBERS & OWNERSHIP. The Members of the Company and their respective ownership interests are: ________________.

3. MANAGEMENT. The Company shall be ________________. Decisions within the ordinary course of business may be made by the managing party; matters outside the ordinary course require the consent of Members holding a majority of ownership interests.

4. CAPITAL CONTRIBUTIONS. Members have contributed capital as separately recorded in the Company's records. No Member is obligated to make additional contributions without written consent.

5. DISTRIBUTIONS & ALLOCATIONS. Profits, losses, and distributions shall be allocated among Members in proportion to their ownership interests, unless otherwise agreed in writing.

6. LIABILITY. No Member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member.

7. DISSOLUTION. The Company may be dissolved upon the written consent of Members holding a majority of ownership interests, or as otherwise required by law.

8. GOVERNING LAW. This Agreement shall be governed by the laws of the State of ________________. This Agreement constitutes the entire agreement among the Members regarding the Company's operations.