Operating Agreement - Missouri LLC

TEMPLATE - CUSTOMIZE BEFORE USE

OPERATING AGREEMENT OF [COMPANY NAME], LLC

A Missouri Limited Liability Company

This Operating Agreement (“Agreement”) of [COMPANY NAME], LLC (the “Company”) is entered into effective as of [DATE] (the “Effective Date”) by and among the Member(s) identified herein.

ARTICLE I - FORMATION AND NAME

1.1 Formation

The Company was formed as a Missouri Limited Liability Company by filing Articles of Organization with the Missouri Secretary of State on [FILING DATE].

1.2 Name

The name of the Company is [COMPANY NAME], LLC.

1.3 Principal Office

The principal office of the Company is located at:

[ADDRESS] [CITY], Missouri [ZIP]

The Company may change its principal office upon written notice to all Members.

1.4 Registered Agent

The registered agent for service of process is:

[REGISTERED AGENT NAME] [REGISTERED AGENT ADDRESS] [CITY], Missouri [ZIP]

1.5 Term

The Company shall continue perpetually unless dissolved in accordance with this Agreement or Missouri law.

ARTICLE II - PURPOSE AND POWERS

2.1 Purpose

The purpose of the Company is to engage in any lawful business activity for which a limited liability company may be organized under Missouri law, including but not limited to:

[DESCRIBE PRIMARY BUSINESS ACTIVITIES]

2.2 Powers

The Company shall have all powers necessary or convenient to carry out its purposes, including but not limited to the power to:

(a) Own, lease, and dispose of real and personal property; (b) Enter into contracts and agreements; (c) Borrow money and grant security interests; (d) Sue and be sued in its own name; (e) Hire employees and engage independent contractors; (f) Conduct business in any state or jurisdiction.

ARTICLE III - MEMBERS

3.1 Initial Member(s)

Member Name	Membership Interest	Capital Contribution
[MEMBER NAME / TRUST NAME]	100%	$[AMOUNT]

3.2 Admission of Additional Members

Additional Members may be admitted only with the unanimous written consent of all existing Members and upon execution of an amendment to this Agreement.

3.3 Member Liability

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

ARTICLE IV - CAPITAL CONTRIBUTIONS

4.1 Initial Contributions

The initial capital contributions of each Member are set forth in Section 3.1.

4.2 Additional Contributions

No Member shall be required to make additional capital contributions without their written consent.

4.3 Capital Accounts

A separate capital account shall be maintained for each Member. Capital accounts shall be adjusted in accordance with applicable Treasury Regulations.

4.4 No Interest on Capital

No Member shall be entitled to interest on their capital contributions.

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

5.1 Allocation of Profits and Losses

Profits and losses shall be allocated among the Members in proportion to their respective Membership Interests.

5.2 Distributions

Distributions shall be made to Members at such times and in such amounts as determined by the Manager(s) or managing Member(s), in proportion to their Membership Interests.

5.3 Limitation on Distributions

No distribution shall be made if, after giving effect to such distribution: (a) The Company would not be able to pay its debts as they become due; or (b) The Company’s total assets would be less than its total liabilities.

ARTICLE VI - MANAGEMENT

6.1 Management Structure

☐ Member-Managed: The Company shall be managed by its Member(s). Each Member shall have the authority to bind the Company in the ordinary course of business.

☐ Manager-Managed: The Company shall be managed by the following Manager(s):

Manager Name	Title
[MANAGER NAME]	Managing Member / Manager

6.2 Manager Authority

The Manager(s) shall have full authority to manage the business and affairs of the Company, including but not limited to:

(a) Entering into contracts in the ordinary course of business; (b) Opening and managing bank accounts; (c) Hiring and firing employees; (d) Executing documents on behalf of the Company; (e) Making day-to-day business decisions.

6.3 Actions Requiring Member Approval

The following actions shall require the approval of Members holding a majority of Membership Interests:

(a) Sale of all or substantially all Company assets; (b) Merger or consolidation; (c) Amendment of this Agreement; (d) Admission of new Members; (e) Incurrence of debt exceeding $[THRESHOLD AMOUNT]; (f) Dissolution of the Company.

6.4 Compensation

Managers may receive reasonable compensation for services rendered to the Company, as determined by the Members.

ARTICLE VII - MEETINGS AND VOTING

7.1 Meetings

Meetings of Members may be called by any Member upon [5/10/15] days’ written notice. Meetings may be held in person, by telephone, or by video conference.

7.2 Voting

Each Member shall be entitled to vote in proportion to their Membership Interest. Actions requiring Member approval shall be decided by Members holding a majority of Membership Interests, unless otherwise specified.

7.3 Action Without Meeting

Any action that may be taken at a meeting may be taken without a meeting if consented to in writing by Members holding the required Membership Interests.

ARTICLE VIII - TRANSFER OF INTERESTS

8.1 Restrictions on Transfer

No Member may sell, assign, transfer, or encumber their Membership Interest without the prior written consent of all other Members.

8.2 Permitted Transfers

Notwithstanding Section 8.1, a Member may transfer their Membership Interest to: (a) A revocable living trust for the Member’s benefit; (b) A family member; (c) An entity wholly owned by the Member.

8.3 Effect of Transfer

A transferee of a Membership Interest shall not become a Member until admitted in accordance with this Agreement.

ARTICLE IX - DISSOLUTION AND WINDING UP

9.1 Events Causing Dissolution

The Company shall be dissolved upon: (a) The written consent of Members holding a majority of Membership Interests; (b) Entry of a judicial decree of dissolution; (c) Any event that makes it unlawful to continue the Company’s business.

9.2 Winding Up

Upon dissolution, the Company shall wind up its affairs by: (a) Collecting all assets; (b) Paying all debts and liabilities; (c) Distributing remaining assets to Members in proportion to their Membership Interests.

ARTICLE X - INDEMNIFICATION

10.1 Indemnification

The Company shall indemnify and hold harmless each Member, Manager, and their respective agents from any claims, damages, or liabilities arising from their good-faith actions on behalf of the Company, except for acts of gross negligence or willful misconduct.

10.2 Insurance

The Company may purchase and maintain insurance on behalf of any person entitled to indemnification.

ARTICLE XI - MISCELLANEOUS

11.1 Governing Law

This Agreement shall be governed by the laws of the State of Missouri.

11.2 Entire Agreement

This Agreement constitutes the entire agreement among the Members and supersedes all prior agreements and understandings.

11.3 Amendment

This Agreement may be amended only by written instrument signed by Members holding a majority of Membership Interests.

11.4 Severability

If any provision of this Agreement is held invalid, the remaining provisions shall continue in effect.

11.5 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, successors, and assigns.

SIGNATURES

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the Effective Date.

MEMBER:

___________________________________ Date: _______________ [MEMBER NAME / TRUST NAME] By: [If trust, Trustee name] Its: [Member / Trustee]

ENTITY-SPECIFIC CUSTOMIZATIONS

For Apogee Acquisitions, LLC (Holding Company)

Section 2.1 Purpose:

The purpose of the Company is to:
(a) Hold, manage, license, and protect intellectual property assets;
(b) Hold ownership interests in subsidiary business entities;
(c) Provide administrative and management services to subsidiary entities;
(d) Engage in strategic acquisitions and investments;
(e) Engage in any other lawful business activity.

Section 3.1 Member:

| Member Name | Membership Interest | Capital Contribution |
|-------------|--------------------|--------------------|
| .:CDXVIII:. Trust | 100% | $[AMOUNT] |

For Operating Entities (TOTM, NTS, SOTCD)