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

Section 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.

Section 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 Sub-section 1.2.1. above 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.

Section 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 IX. 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. Owners and Administrators of the Company 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, Owners and/or Administrators of the Company shall promptly notify each other and take appropriate actions as outlined in this Agreement.

Article II. Membership

Section 2.1. Members and Ownership

• 2.1.1. Definition of Member. Any owner or anyone that has Membership Interest as it is defined in the #2.5. Membership Interest section of this Agreement is called the Company member (hereinafter referred to as "Member").
• 2.1.3. Types of Members. The Member can be either an individual or a legal entity that has Ownership Interest in the Company.
• 2.1.4. Limited Liability. The Members enjoy limited liability, meaning the Member's personal assets are generally protected from the debts and liabilities of the Company.
• 2.1.5. Founding Members. The undersigned constitute the initial membership of the Company.
• 2.1.6. Contemporary Members. Additional members may be admitted upon the unanimous consent of the existing Members.
• 2.1.7. Member Listing. The #Exhibit B. Listing of Members attached to this Agreement shall list the Members most accurately and promptly. The Listing shall reflect the ownership percentages and be subsequently adjusted through capital contributions or transfers.

Section 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 IV. Board of Directors and share in the profits and losses according to the #Article VI. 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 Resources. Members may contribute resources other than cash, which are convertible to cash, to the Company's capital. The cash value of such resources 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 resources contributed by each Member shall be subject to approval by a unanimous vote of all Members.
• 2.2.5. No Interest. No interest shall be paid on any capital contributions made to the Company by the Members.
• 2.2.6. Withdrawal of Contributions. Except as provided in this 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.
• 2.2.7. Contribution Records. The #Exhibit C. Listing of Capital Contributions attached to this Agreement shall list the capital contributions of the Members most accurately and promptly. The Company's books and other records that the Company shall manage according to the #Article VII. Records and Bookkeeping of this Agreement shall also reflect eligible contributions made by the Members.

Section 2.3. Member Rights

• 2.3.1. Voting Rights. Subject to the provisions of the #2.7. Good Standing section of this Agreement, each Member in a good standing shall have the right to participate in the management of the Company and shall be entitled to cast votes on matters that this Agreement specifies and/or those that are brought before the Members for decision according to the #Article IV. Board of Directors.
• 2.3.2. Financial Rights. Subject to the provisions of the #2.7. Good Standing section of this Agreement, each Member in a good standing shall have the right to receive distributions from the Company in proportion to their respective membership interests as provided for in this Agreement and in accordance with applicable law.
• 2.3.3. Access to Company Records. Subject to the provisions of the #2.7. Good Standing section of this Agreement, each Member in a good standing shall be entitled to access and examine the Company's records described in the #Article VII. Records and Bookkeeping of this Agreement.
• 2.3.4. Right to Resign. Subject to the provisions of the #2.5. Member Withdrawal, each Member shall have the right to resign from the Company upon written notice to the other Members, subject to any restrictions or requirements set forth in this Agreement or applicable law.
• 2.3.5. Right to Transfer Membership Interest. Subject to the provisions of the #2.5. Membership Interest section of this Agreement, each Member shall have the right to transfer all or any portion of their membership interest in the Company.
• 2.3.6. Right to Call for Dissolution. Subject to the provisions of the #2.7. Good Standing section of this Agreement, each Member in a good standing reserves the right to call for the dissolution of the Company according to the #Article IX. Company Dissolution of this Agreement.
• 2.3.7. Right to Inspect. Subject to the provisions of the #2.7. Good Standing and #3.5. Inspections sections of this Agreement, each Member in a good standing reserves the right to inspect the Company's digital premises and assets.
• 2.3.8. Right to Bring Suit. Each Member shall have the right to bring suit on behalf of the Company to enforce its rights or to seek redress for any harm suffered by the Company, subject to the limitations set forth in this Agreement and applicable law.

Right to Purchase an Interest

Section 2.4. Member Inspections

• 2.4.1. Entitlement to Review. Each Member of the Company shall have the right, upon reasonable notice and during normal business hours, to inspect and copy any and all books, records, and documents of the Company at the principal place of business or any other reasonable location designated by the Company.
• 2.4.2. Purpose of Inspection. The right to inspect shall be exercised for a proper purpose reasonably related to the Member's interest as a Member of the Company, including but not limited to, obtaining information regarding the affairs of the Company, assessing the financial condition of the Company, or otherwise protecting the interests of the Member in the Company.
• 2.4.3. Procedure for Inspection. Members wishing to exercise their right to inspect shall submit a written request to the Company stating the purpose of the inspection. The Company shall respond to such requests within a reasonable time, not to exceed [number] days, and shall specify a time and place for the inspection, which shall be within [number] days of the receipt of the request.
• 2.4.4. Confidentiality. Members shall treat all information obtained through inspection as confidential and shall not disclose such information to any third party without the prior written consent of the Company, unless required by law.
• 2.4.5. Limitations on Inspection. The Company reserves the right to impose reasonable restrictions on the manner and scope of the inspection to prevent disruption to the normal business operations of the LLC. Such restrictions may include, but are not limited to, limiting the time and duration of the inspection, requiring advance notice, and restricting access to certain sensitive information.
• 2.4.6. Remedies for Violation. Any Member who violates the terms of this section or misuses information obtained through inspection shall be liable for any damages caused thereby and may be subject to additional remedies as provided by law.

Section 2.5. Member Withdrawal

• 2.5.1. Voluntary Withdrawal. A Member may withdraw from the Company voluntarily by providing written notice to the remaining Members and the Company. The effective date of withdrawal shall be specified in the notice, which shall not be less than [number] days from the date of delivery of such notice, unless otherwise agreed upon by the Members.
• 2.5.2. Withdrawal Upon Termination of Membership. In the event of the termination of a Member's participation as it is outlined in the #2.8. Termination of Membership section of this Agreement, the interest held by the departing Member's estate or the dissolved organization's successor shall transition accordingly. The estate or successor organization shall have the option to sell the interest to the remaining Members at its fair market value or nominate a substitute Member, subject to the approval of the remaining Members.
• 2.5.3. Distribution of Interest. Upon withdrawal, whether voluntary or due to termination of membership, the withdrawing Member or the estate of the deceased Member shall be entitled to receive the fair market value of their interest in the Company as of the date of withdrawal or death, as the case may be.
• 2.5.4. Payment Terms. The fair market value of the withdrawing Member's interest shall be paid in cash or, at the election of the remaining Members, in accordance with a reasonable payment plan to be agreed upon by the parties involved. In the event that the fair market value cannot be paid in full at the time of withdrawal or death, the withdrawing Member or the estate of the deceased Member shall be entitled to receive payments in accordance with the agreed-upon payment plan, along with interest at the rate of [X]% per annum on the unpaid balance.
• 2.5.5. Effect on Voting Rights. Upon withdrawal, whether voluntary or due to death, the withdrawing Member or the estate of the deceased Member shall cease to have any voting rights in the Company's affairs, except as otherwise provided by law or this Agreement.
• 2.5.6. Restrictions on Withdrawal. Notwithstanding anything to the contrary herein, no Member shall have the right to withdraw from the Company if such withdrawal would cause the Company to be in violation of any law, regulation, or agreement to which it is a party, or if such withdrawal would render the Company unable to carry on its business in the ordinary course.
• 2.5.7. Assignment of Rights. A withdrawing Member or the estate of the deceased Member shall have no right to assign their interest in the Company to any third party without the prior written consent of the remaining Members, which consent may be withheld in their sole discretion.
• 2.5.8. Tax Consequences. The withdrawing Member or the estate of the deceased Member shall be solely responsible for any tax consequences arising from their withdrawal from the Company or the transfer of their interest, as the case may be, and shall indemnify and hold harmless the Company and the remaining Members from any and all claims, liabilities, damages, or expenses arising therefrom.
• 2.5.9. Effect of Withdrawal. Upon the effective date of withdrawal, whether voluntary or due to death, the withdrawing Member or the estate of the deceased Member shall cease to be a Member of the Company and shall have no further rights or obligations hereunder, except as otherwise provided herein or by law.
• 2.5.10. Survival of Obligations. The withdrawal of a Member, whether voluntary or due to death, shall not relieve such Member or their estate from any obligations or liabilities incurred prior to their withdrawal or death, which shall survive such withdrawal or death and remain enforceable against the withdrawing Member or their estate to the fullest extent permitted by law.

Section 2.6. Membership Interest

• 2.6.1. Definition of Membership Interest. For the purposes of this Agreement, "Membership Interest" or "Ownership Interest" of the Members shall mean the combination of the Member's participation in the Company's management and obtaining economic benefits when and if the Company generates profits. The rights are outlined in the #2.3. Member Rights section of this Agreement.
• 2.6.2. Ownership Percentages. Membership Interests shall be represented by the percentage of ownership (hereinafter, the "Percentage") in the Company held by a Member.
• 2.6.3. Transfer Rights. Each Member shall have the right to transfer all or any portion of their Membership Interest subject to the provisions of this Agreement.
• 2.6.4. Right of First Refusal. Before a Member may offer any portion of their Membership Interest to a third party, they must first offer such interest to the Company and the other Members on a pro-rata basis, subject to the terms and conditions set forth herein. The Company and the other Members shall have [insert number] days from the date of the offer to exercise their right of first refusal by notifying the transferring Member in writing of their intent to purchase the offered Membership Interest.
• 2.6.5. Right of Second Refusal. If the Company and the other Members choose not to exercise their right of first refusal, the transferring Member shall have the right to offer the Membership Interest to the proposed transferee. However, the Company and the other Members shall have the right to buy the Membership Interest by providing written notice to the transferring Member within [insert number] days of receiving notice of the proposed transfer, and by paying a price that is 10% higher than the price offered to the proposed transferee.
• 2.6.6. Effect of Transfer. Upon a valid transfer of Membership Interest, the transferee shall become a Member of the Company with all the rights and obligations associated therewith, subject to the terms of this Agreement.
• 2.6.7. Percentage Records. Most accurate and prompt Percentages shall be stated in the #Exhibit B. Listing of Members attached to this Agreement.

Section 2.7. Fair Market Value

Valuation. In the absence of unanimous agreement on the valuation of work or other non-cash assets, an independent valuation may be sought, the cost of which shall be borne by the Members equally or as otherwise agreed upon.

• 2.7.1. Initial Valuation. The fair market value of a Membership Interest shall initially be determined by the Company Secretary in good faith, using methods deemed appropriate under the circumstances.
• 2.7.2. Independent Valuation. If any party disagrees with the initial valuation proposed by the Company Secretary, they may hire an independent appraiser or appraisers at their own expense to determine the fair market value.
• 2.7.3. Arbitration. In the event that several independent appraisers disagree on the value and the parties cannot reconcile on their own, they shall submit the matter to arbitration/mediation for resolution. The decision of the arbitrator/mediator shall be final and binding on all parties.

Section 2.8. Good Standing

• 2.8.1. Definition of Good Standing. A Member shall be deemed to be in "Good Standing" if they fulfill all obligations, responsibilities, and requirements as set forth in this Agreement and applicable state laws, regulations, and requirements governing the operation and management of the Company.
• 2.8.2. Member Obligations. Each Member shall maintain their Good Standing status throughout the duration of their membership in the Company.
• 2.8.3. Maintenance of Good Standing. To maintain Good Standing, a Member shall:
  • (i) Timely fulfill all financial obligations, including but not limited to capital contributions, membership interest purchases, and any other financial commitments as outlined in this Agreement.
  • (ii) Comply with all Company policies, procedures, and decisions made pursuant to this Agreement, provided that such policies and decisions are lawful and reasonable, and comply with applicable laws.
  • (iii) Promptly provide all necessary information and documentation as requested by the Company to ensure compliance with state laws, regulations, and requirements.
  • (iv) Not engage in any activities that could harm the reputation, interests, or operations of the Company.
• 2.8.4. Verification of Good Standing. The Company Secretary shall be responsible for verification of the Good Standing status of any Member at any time.

Section 2.9. Termination of Membership

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;

• 2.9.1. Definition of Termination. For the purposes of this Agreement, Termination of Membership shall mean termination of a Member's participation in the Company as it is outlined in this section below.
• 2.9.2. Automatic Termination. Membership in the Company shall be terminated automatically upon the death or legal incapacity of a Member. If a Member is an organizational entity, such as a corporation, partnership, or trust, membership in the Company shall be terminated automatically upon the dissolution or liquidation of the organizational Member.
• 2.9.3. Termination Due to Failure to Maintain Good Standing. Membership in the Company may be terminated if a Member fails to maintain Good Standing as defined in the #2.7. Good Standing section of this Agreement.
• 2.9.4. Responsibility for Enforcement. In the event that a Member fails to maintain Good Standing as defined in Section #2.7. Good Standing, the Company Secretary shall reinforce the measures as defined in this section below.
• 2.9.5. Warning of Bad Standing. Upon determination by the Company Secretary that a Member has failed to meet the requirements for Good Standing, the Member shall be issued a written warning detailing the specific issues that need to be addressed to regain Good Standing status.
• 2.9.6. 30-days Period to Rectify. The Member shall have a period of 30 days from the date of the warning to rectify the identified issues and come into compliance with the requirements for Good Standing.
• 2.9.7. Termination Procedure. If the Member fails to rectify the identified issues and regain Good Standing status within the specified 30-day period, their membership in the Company may be subject to termination as outlined in the "Termination of Membership" provision of this Agreement.
• 2.9.8. Decision Execution. Upon termination of membership, the Member shall forfeit all rights, interests, and privileges associated with membership in the Company, as outlined in this Agreement.
• 2.9.9. Other Actions. In addition to or in lieu of termination of membership, the Managing Member(s) may take other appropriate actions deemed necessary to address the failure to maintain Good Standing, including but not limited to suspension of membership rights, imposition of fines or penalties, or any other measures deemed necessary to protect the interests of the Company and its Members.
• 2.9.10. Compliance with Applicable Laws. All enforcement measures taken pursuant to this Section, #2.8. Termination of Membership, shall be carried out in accordance with applicable laws governing the operation and management of limited liability companies and the rights of Members.

Article III. Management

Section 3.1. Two Tiers of Management

• 3.1.1. Two-Tier Management Structure. The Company shall operate under a two-tier management structure.
• 3.1.2. Upper Tier. The upper tier of the Company's management structure shall be referred to as the "Owners" or "Board of Directors". Subject to the provisions of the #Article IV. Board of Directors, the Owners make significant decisions and override those made by the Administrators.
• 3.1.3. Lower Tier. The lower tier of the Company's management structure shall be referred to as the "Administrators" or "Administration". Subject to the provisions of the #Article V. Company Administration, the Administrators undertake endeavors and run day-to-day operations.

Section 3.2. Compensation for Management

• 3.2.1. Administrator Compensation. The Administrators of the Company shall be entitled to reasonable compensation for services rendered in managing the affairs of the Company. The determination of such compensation shall be made by vote of the Members or as otherwise agreed upon by the Members.
• 3.2.2. Basis of Compensation. The basis for determining Administrator compensation may include, but is not limited to, factors such as time devoted to the affairs of the Company, experience, expertise, and the overall financial performance of the Company. Such compensation may be paid periodically or as otherwise determined by the Members.
• 3.2.3. Restriction on Member Compensation. Members shall not be compensated for duties or responsibilities undertaken in their capacity as Members of the Company. Any compensation received by Members shall be solely for services rendered in a capacity other than as a Member, such as services provided as Administrators or in another capacity agreed upon by the Members.
• 3.2.4. Review of Compensation. The compensation arrangements for Administrators shall be reviewed annually or as otherwise agreed upon by the Members. Any adjustments to Administrator compensation shall be made by vote of the Members.
• 3.2.5. Conflict of Interest. In determining Administrator compensation, any Administrator with a potential conflict of interest shall recuse themselves from the decision-making process. The determination of Administrator compensation shall be fair and reasonable and in the best interests of the Company.
• 3.2.6. Limitation of Liability. Nothing in this section shall be construed to limit the liability of Administrators as otherwise provided for in this Agreement or by law.
• 3.2.7. Independent Contractor Services. In addition to any compensation as Administrators, Members who provide additional services to the Company in an independent contractor capacity may be entitled to separate compensation as agreed upon by the Members. Any such compensation shall be determined separately from Administrator compensation.

Section 3.3. Commitment to Company's Best Interest

• 3.3.1. In participating in management, the Members and Administrators shall act in the best interests of the Company, prioritizing its long-term success, sustainability, and the enhancement of Owners' value.

Article IV. Board of Directors

Section 4.1. Decisions by the Owners

• 4.1.1. Authority of the Owners. The Owners reserve the authority to make significant decisions that impact the direction and operation of the company. Such decisions include but are not limited to the following:
  • a) Changes to the Company's formation documents and organizational structure.
  • b) Entering into contracts above [a specified monetary threshold].
  • c) Determining investments and capital expenditure.
  • d) Acquisition or disposal of major assets.
  • e) Approval of the annual budget, strategic plans, and significant business transactions.
  • f) Election or removal of the Administrators. Any Administrator may be removed with or without cause.
  • g) Overseeing the lower tier, which handles day-to-day operations.
  • h) Resolving disputes among Members.
  • i) Other decisions deemed significant by the Owners.
• 4.1.2. Authority Delegation. The Members reserve the right to delegate specific managerial authority to designated managers, directors, or administrators.
• 4.1.3. Decision-Making Vehicle. Subject to the provisions of the #3.3. Owners' Meetings section of this Agreement, the Owners' decisions shall be made during Members' meetings.
• 4.1.4. Decision Records. Minutes of meetings, votes, and written consents shall be recorded and maintained for record-keeping purposes.
• 4.1.5. Limitation of Owner Authority. The authority of the owners to make decisions as outlined in this section shall not extend to day-to-day operational matters, which remain within the purview of the Administrators as specified in the #Article V. Company Administration of this Agreement.

Section 4.2. Owners' Meetings

• 4.2.1. Meeting Goal. The Owners shall recognize the importance of ensuring that decisions are made in a fair and transparent manner, with due consideration for the interests of all Members. The provisions outlined in this section aim to establish clear guidelines for conducting meetings, ensuring that decisions are made with the requisite quorum and, when necessary, the unanimous consent of all Members.
• 4.2.2. Types of the Meetings.
  • a) 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.
  • b) 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.
• 4.2.3. Notice of Meetings. Notice of meetings shall detail the date, time, and agenda listing all of the scheduled votes. Written notice of each meeting shall be distributed to each Member via personal delivery, mail, email, or other electronic means at least [insert time frame] prior to the scheduled meeting.
• 4.2.4. Chairperson of Meetings. The Administrator or Administrators, or in their absence, a Member selected by the Members present, shall preside over meetings of the Members.
• 4.2.5. Adjournment of Meetings. If a Meeting cannot be held due to lack of quorum, the Members present may adjourn the Meeting to a later date without further notice.
• 4.2.6. 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.
• 4.2.7. Record of Actions. The Company shall keep a record of all actions taken by the Members without a meeting, which record shall be included in the Company’s books and records.
• 4.2.8. Meeting Records. All decisions made by the Owners, including instances where owner override authority is exercised, shall be documented and recorded. These records shall be maintained as part of the company's official records.

Section 4.3. Meeting Quorum

• 4.3.1. Quorum Requirements. Unless Unanimous Decisions are sought, quorum for meetings of the Members of the Company shall be constituted by the presence remotely, in person or by proxy, of Members representing at least fifty percent (50%) of the membership interests of the Company entitled to vote on the matter at hand.
• 4.3.2. Effect of Failure to Meet Quorum. If a quorum is not present at a meeting, no binding action may be taken, except to adjourn the meeting to a later date or time.

Section 4.4. Meeting Time and Location

This section of the Agreement is intended to provide clarity and flexibility regarding the conduct of meetings, ensuring that all Members have the opportunity to participate effectively in the decision-making process of the Company.

• 4.4.1. Flexibility of Participation. Members of the Company acknowledge that meetings may be conducted remotely via electronic means, including but not limited to teleconference, video conference, or other communications equipment by means of which all persons participating in the meeting can hear each other.
• 4.4.2. Choice of Mode. Members shall have the discretion to choose their mode of participation, provided it is consistent with applicable laws and regulations and does not unduly impede the conduct of business. Any mode of participation shall constitute presence in person at the Meeting.
• 4.4.2. Agreed Time and Location. Members shall attempt to agree upon the preferred time, as well as the electronic platform or communication method.
• 4.4.3. Predefined Time. In the absence of a unanimous decision on the time for a meeting, a predefined time shall be 11:00 am EST/EDT on the first Saturday after 14 days following the day of the notice of the Meeting. Meetings shall commence promptly at the agreed-upon time, and Members are expected to make reasonable efforts to attend punctually.
• 4.4.4. Predefined Location. In the absence of a unanimous decision on the communication method for a meeting, the method used in the last meeting is used. If the method used in the last meeting is not available, [...]

Section 4.5. Member Voting

• 4.5.1. Voting Power. Voting power of each Member of the Company shall correspond to the Percentages owned by each Member. Any Member with higher Percentage shall have higher power in upper-tier decision-making of the Company.
• 4.5.2. Unanimous Consent. Any action required or permitted to be taken by the Members may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the Members.
• 4.5.3. Reserved Matters. Notwithstanding anything to the contrary herein, certain matters shall require the unanimous consent of all Members, including but not limited to:
  • a) Amendments to this Agreement or other formation documents.
  • b) Admission, expulsion, or withdrawal of a Member.
  • c) Merger or consolidation of the Company with another entity.
  • d) Dissolution or termination of the Company.
  • e) Purchase, sale or transfer of substantial assets of the Company;
  • f) Making any loan to or entering into any other transaction with a Member, Administrator, or any Affiliate thereof.
  • g) Any other matter designated by unanimous vote of the Members.
• 4.5.3. Majority Vote Decisions. All other decisions not explicitly requiring unanimous approval shall be made by a majority vote of the Members present at a Meeting where a quorum is present.
• 4.5.4. Proxy Voting. Members may vote by proxy, provided written notice of the proxy is given to the Company prior to the meeting. The proxy must specify the matters for which the proxy is given and shall be revocable at any time.

Section 4.6. Owner Override

• 4.6.1. Override Authority. In situations where decisions made by the Administrators are deemed significant by the Owners, the Owners reserve the right to override such decisions. This override authority extends to decisions falling within the purview of the Administrators' responsibilities as outlined in this Agreement.
• 4.6.2. Override Potential. Administrators shall promptly inform the Owners of any decision that may be subject to override, providing all relevant information necessary for Owners to make an informed decision.

Article V. Company Administration

Section 5.1. Administration Structure

• 5.1.1. Hierarchy of Responsibilities. The Board of Directors may establish a hierarchy of responsibilities and decision-making authority.
• 5.1.2. Foundational Principles of the Hierarchy. In order to harmonize strategic initiatives with routine tasks, the Company shall establish the foundational principles of its hierarchy.
• 5.1.3. Initial Checks and Balances. Initially, the Company shall combine:
  • a) Management of profit-generating operations under the direction of the Chief Executive.
  • b) Record-keeping and some other administrative functions that do not directly contribute to profit generation under the coordination of the Company Secretary.
• 5.1.4. Significant Projects. The Company shall be open to budgeting significant projects outside of responsibilities of the Chief Executive.
• 5.1.5. Continuous Improvement. The Company shall periodically revisit its hierarchy principles based on its initial experience.
• 5.1.6. Types of Administrators. The Board of Directors may appoint various types of individuals or entities to serve as the Company's administrators:
  • a) Individual Members. Members of the Company may be actively involved in the day-to-day operations and management of the company.
  • b) Outside Professionals. The Company may bring in outside professionals to manage profit generation overall or specific aspects of the business.
  • c) Management Companies. The Company may choose to appoint another entity such as a management company to handle its operations.
• 5.1.7. Strategic Decision Contribution. In addition to current day-to-day operations, the Administrators shall contribute to running day-to-day operations of the future. Particularly,
  • Acknowledgment of Strategic Insight. While the Administrators primarily manage the daily affairs of the Company, it is acknowledged that their insights, expertise, and strategic vision may significantly contribute to the formulation and execution of long-term strategic decisions beneficial to the Company's growth and sustainability.
  • Opportunity for Contribution. The Administrators shall actively participate in strategic discussions and decision-making processes pertaining to significant matters affecting the Company's direction, trajectory, and overarching goals. Such matters may include expansion plans, entry into new markets, strategic partnerships and alliances, major investments or divestments, and significant changes in business operations.
  • Consultation and Collaboration. In instances where strategic decisions are to be made, the Administrators shall be consulted and involved in the decision-making process alongside other Members, Administrators, or stakeholders as appropriate. The Administrators' input shall be given due consideration and weighed alongside other pertinent factors before arriving at a final decision.
  • Flexibility and Authority. Notwithstanding the Administrators' involvement in strategic decision-making, the ultimate authority for approving strategic initiatives and actions remains with the Members or Administrators of the company, as outlined in this Agreement and in accordance with applicable law.
• 5.1.8. Administrator Listing. The #Exhibit A. Listing of Administrators attached to this Agreement shall list the Administrators most accurately and promptly. The Listing shall reflect the titles and areas of responsibility and be subsequently adjusted through any changes.

Section 5.3. Chief Executive

• 5.3.1. Centralization of Profit-Generation. A cornerstone of the Company's administrative hierarchy is the centralization of management for operations that are instrumental in generating profits and driving revenue growth. Recognizing the critical importance of these endeavors to the financial health and sustainability of the company, the Company consolidates decision-making authority and oversight within the Chief Executive and the others who report to him or her. By centralizing management of profit-centric initiatives, the Company intends to streamline processes, facilitate strategic coordination, and maximize resource allocation to capitalize on revenue-generating opportunities.
• 5.3.2. Powers and Duties of CEO. The Chief Executive shall be vested with the following powers and duties:
  • a) Company Representation. Subject to the provisions of [...], executing contracts, agreements, and transactions, signing checks and other financial instruments on behalf of the Company.
  • b) Financial Management. Overseeing finances, budgeting, and allocating resources to maximize profitability.
  • c) Human Resource Management. Recruiting, terminating, and supervising employees and agents.
  • d) Legal Compliance. Ensuring adherence to all relevant laws, regulations, and industry standards.
  • e) Operational Oversight. Supervising day-to-day operations and affairs of the Company to ensure efficiency and productivity in alignment with the Company's goals and objectives.
  • f) Reports to the Members. Preparing and presenting financial statements and strategic recommendations to the Members.
  • g) Other Powers. Exercising all other powers necessary for effective business management with the exceptions of those powers that the Members reserved for themselves or other directors.
• 5.3.3. Initial CEO. The initial CEO of the Company shall be [Name of Manager], who shall serve until a successor is appointed by the Members.

Section 5.2. Company Secretary

• 5.2.1. Secretary's Role. The Company Secretary shall play a crucial role in supporting effective corporate governance by ensuring transparency, accountability, and compliance with legal and regulatory requirements.
• 5.2.2. Duties and Responsibilities of Secretary. The Company Secretary is entrusted with a range of duties and responsibilities aimed at maintaining corporate records and facilitating the smooth functioning of the Board of Directors. These include:
  • a) Board Support. Coordinating Board meetings, preparing agendas, and circulating meeting materials in a timely manner.
  • b) Company-wide Communication. Serving as a liaison between the Board, management, and shareholders, disseminating information as required.
  • c) Compliance Management. Ensuring compliance with statutory requirements, including filings and disclosures.
  • d) Corporate Governance. Advising on corporate governance best practices and ensuring adherence to ethical standards.
  • e) Record Keeping. Maintaining accurate records of company meetings, resolutions, and official documents.
  • e) Stakeholder Relationships Management. Building and maintaining relationships with investors and other stakeholders.
• 5.2.2. Initial Secretary. The initial Secretary of the Company shall be [Name of Secretary], who shall serve until a successor is appointed by the Members.

Section 5.3. Resignation of Administrators

• 5.3.1. Any Administrator may resign at any time by submitting written notice to the Members.
• 5.3.2. The resignation shall become effective upon 14 days after receipt by the Members, unless a later date is specified.

Article VI: Profits, Losses, and Distributions

Section 6.1. Determination of Distributions

• 6.2.1. Basis for Determination. Distributions of profits and losses shall be based on the Company's available funds after accounting for expenses and liabilities.
• 6.1.2. Timing of Determination. Distributions shall be determined and distributed annually or as decided by the Members.
• 6.1.3. Liquidation Distributions. Upon liquidation, distributions will be made in accordance with positive capital account balances or as specified by relevant regulations.

Section 6.2. Allocation of Profits and Losses

• 6.2.1. Allocation Basis. Profits and losses of the Company shall be allocated among the Members in proportion to their ownership interests as specified in this Agreement.
• 6.2.2. Tax Allocations. Even for tax purposes, profits and losses cannot be allocated differently among the Members.

Section 6.3. Distribution Procedure

• 6.3.1. Method of Distribution. Profits and losses shall be distributed to the Members in proportion to their ownership interests in the Company.
• 6.3.2. Restrictions on Distributions. No distribution shall be made if, as a result of such distribution, the Company would be unable to meet its debts in the ordinary course of business or if the distribution would cause the Company's total assets to be less than its total liabilities.

Section 6.4. Retained Earnings

• 6.4.1. Treatment of Uncovered Losses. In the event that the Company incurs losses that exceed its profits or available assets, such losses shall be retained within the Company. These losses will be carried forward and offset against future profits of the Company until they are fully covered.
• 6.4.2. Priority of Distribution. Upon the liquidation or dissolution of the Company, any remaining assets shall be distributed to the Members in accordance with the positive capital account balances, after covering all outstanding liabilities of the Company.

Article VII. Records, Bookkeeping, Member Accounts

Section 7.1. Electronic Documents

• 7.1.1. Preference for Electronic Documents. Internally, the Company shall favor the use of electronic documents for all its record-keeping needs, including but not limited to, financial records, meeting minutes, contracts, correspondence, formation documents, and other confidential information, including records related to Member accounts.
• 7.1.2. Definition of Electronic Documents. "Electronic documents" refer to any records, data, or information stored in electronic format, including but not limited to, PDFs, Word documents, spreadsheets, and emails.
• 7.1.3. Secure Storage and Accessibility. Electronic documents, including confidential information and Member account records, shall be securely stored and accessible to authorized personnel through secure means, ensuring confidentiality and integrity.

Section 7.2. Paper Copies

• 7.2.1. Compliance with Governmental Regulations. If required by governmental regulations or any legal proceedings, the Company shall maintain paper copies of relevant documents, including formation documents, confidential information, and Member account records, in compliance with such requirements.
• 7.2.2. Maintenance of Paper Copies. The decision to maintain paper copies shall be made by the Chief Executive in consultation with legal counsel, ensuring adherence to applicable laws and regulations.

Section 7.3. Company Records

• 7.1.1. Definition of Company Records. "Company Records" refer to all documents, files, and data maintained by the Company, whether electronic or paper-based, including financial statements, tax returns, meeting minutes, contracts, correspondence, formation documents, and Member account records. Company Records exclude confidential data as it is defined in [...].
• 7.1.2. Accounting Period and Method. The Chief Executive possesses the discretion to select the accounting method, with the Company's accounting period designated as the calendar year.
• 7.1.3. End of Calendar Year. At the conclusion of each calendar year, the CEO shall close the accounting books for that year.

Section 7.4. Custodian of Records

• 7.4.1. Role of the Corporate Secretary. The Corporate Secretary shall serve as the custodian of records for the Members' use, ensuring proper organization and accessibility of documents, including Member account records, as required.
• 7.4.2. Oversight of Document Maintenance. The Corporate Secretary shall oversee the maintenance of electronic documents, including Member account records, and when necessary, coordinate the creation and maintenance of paper copies in compliance with regulatory requirements.
• 7.4.3. Accuracy and Accessibility. The Corporate Secretary shall ensure that all records, including confidential information and Member account records, are kept up-to-date, accurate, and accessible to authorized personnel upon request.

Section 7.5. Confidential Data

• 7.5.1. Definition of Confidential Data. "Confidential Data" is proprietary business information, intellectual property, personal information of customers, employees, Members, and other stakeholders, security information, sensitive financial insights, and trade secrets that, if accessible to Members or employees within the Company without regulation, can hurt the business.
• 7.5.2. CRM Data. CRM (Customer Relationship Management) data shall be treated as confidential since it may contain employee records, customer data, as well as vendor and supplier information.
• 7.5.3. Access to Confidential Data. Access to sensitive or confidential information shall be restricted to authorized personnel only, in accordance with the Company's established confidentiality policies and procedures.
• 7.5.4. Confidential Access Procedures. The Chief Executive establishes confidentiality policies and procedures, while respecting legitimate business needs and the Member's right to inspect.

Section 7.6. Government Compliance of Records

• 7.6.1. Handling of Government Documents. The CEO shall be responsible for handling documents as required by governmental agencies, including but not limited to, filings, disclosures, and audits.
• 7.6.2. Timely Compliance. The CEO shall ensure that all documents, including formation documents, confidential information, and Member account records, required by the government are prepared, maintained, and submitted in a timely and accurate manner, in accordance with applicable laws and regulations.
• 7.6.3. Legal Proceedings Support. In the event of any legal proceedings or governmental inquiries, the CEO shall coordinate with legal counsel to provide necessary documentation and support as required.

Section 7.7. Member Accounts

• 7.7.1. Definition of Member Accounts. For the purposes of this Agreement, "Member Accounts" refer to the individual accounts or shares held by each Member of the Company, representing their respective ownership interests in the company.
• 7.7.2. Maintenance of Member Accounts. The Company shall maintain accurate records of each Member's ownership interest in the Company.
• 7.7.3. Information in Member Accounts. The Member Accounts shall include, but are not limited to, the following information:
  • a) Name and contact information of each Member.
  • b) Capital contributions made by each Member, including the amount and date of contribution.
  • c) Ownership percentage or units held by each Member.
  • d) Allocations of profits and losses to each Member.
  • e) Distributions made to each Member, including the amount and date of distribution.
  • f) Any transfers or changes in membership interests, including the date and details of the transfer.
  • g) Other relevant information related to the membership interests of each Member.
• 7.7.4. Confidentiality of Member Accounts. Member Accounts, including information regarding capital contributions, profit allocations, and distributions, shall be treated as confidential and shall not be disclosed to non-members or unauthorized personnel, except as required by law or with the consent of the affected Member(s). Access to Member Accounts shall be restricted to authorized personnel who require such information for the proper management and administration of the Company.
• 7.7.5. Protection of Member Accounts. The Company shall implement appropriate security measures to protect the confidentiality and integrity of Member Accounts. Access to electronic Member Accounts shall be password-protected and restricted to authorized personnel only. Paper copies of Member Accounts shall be securely stored in locked cabinets or other secure facilities to prevent unauthorized access.
• 7.7.6. Compliance with Legal and Regulatory Requirements. The Company shall comply with all applicable laws and regulations regarding the maintenance and disclosure of Member Accounts. In the event of any legal or regulatory requirement to disclose Member Accounts, the Company shall provide such information only to the extent necessary to comply with the relevant legal or regulatory obligation.
• 7.7.7. Amendments to Member Accounts. Any amendments or updates to Member Accounts shall be documented promptly and accurately by the Company. Members shall be notified of any material changes to their Member Accounts in a timely manner.
• 7.7.8. Retention of Member Accounts. Member Accounts shall be retained by the Company for the duration required by law or for the duration of the membership interest of the respective Member, whichever is longer. Upon the withdrawal or termination of a Member's membership interest in the Company, the Company shall retain the Member Accounts for the period required by law and may thereafter securely dispose of such records in accordance with the Company's document retention policy.

Article VIII. Company Dissolution

Section 8.1. Conditions for Dissolution

• 8.1.1. Causes of Dissolution. 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.
• 8.1.2. Initiation of Dissolution. Any Member owning at least [XX]% of the company shall have the right to initiate dissolution by providing written notice to all other Members, stating reasons and proposing a dissolution date.

Section 8.2. Process Upon Dissolution

• 8.2.1. Oversight by Chief Executive. The Chief Executive, unless otherwise stipulated by law or agreement among Members, shall oversee the winding up of the Company's affairs, including asset liquidation and debt settlement.
• 8.2.2. Asset Distribution. After settling all debts and obligations, remaining assets shall be distributed among Members proportionately to their ownership interests.
• 8.2.3. Filing of Articles of Dissolution. The Chief Executive is responsible for filing Articles of Dissolution with relevant authorities as per legal requirements.
• 8.2.4. Continuation of Business. Despite the Company's dissolution, continuation of business may occur upon agreement by a majority of the Members.
• 8.2.5. Winding-Up Procedure. Upon decision for dissolution, members shall follow applicable laws for winding up, appointing a representative or committee for asset liquidation and distribution.
• 8.2.6. Asset Distribution. Remaining assets post-liability settlement shall be distributed among members as per ownership interests unless otherwise agreed upon.
• 8.2.7. Costs of Dissolution. Costs incurred during dissolution shall be borne by the company and treated as liabilities, with each member responsible for their share unless agreed otherwise.
• 8.2.8. Effect of Dissolution. Upon completion of winding up and asset distribution, the company shall cease to exist, with members fulfilling necessary legal obligations for termination.
• 8.2.9. Survival of Provisions. Provisions necessary for winding up affairs and asset distribution shall survive dissolution, remaining binding upon members.

Article IX. Miscellaneous

Section 9.1. Validity and Enforcement

• 9.1.1. Governing Law. This Agreement and the rights and obligations of the Members hereunder shall be governed by and construed in accordance with the laws of the state in which the Company is formed.
• 9.1.2. Conflict with State Law. In the event of any conflict between the provisions of this section and the applicable law of the state governing Limited Liability Companies (LLCs), the law shall prevail, and the provisions of this section shall be deemed amended accordingly.
• 9.1.3. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law, such provision shall be deemed modified to the extent necessary to render it valid, legal, and enforceable, or if it cannot be so modified, severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect.
• 9.1.4. Entire Agreement. This Agreement constitutes the complete and entire understanding between the Members regarding the Company and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
• 9.1.5. Waiver. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision hereof, nor shall any such failure constitute a waiver of the right to thereafter enforce each and every provision.
• 9.1.6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
• 9.1.7. Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument executed by all Members. Any amendment so made shall be effective as of the date specified in such instrument, provided that such date shall not be earlier than the effective date of the formation of the Company.
• 9.1.8. Enforcement. The Members agree that any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, shall be resolved through arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• 9.1.9. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
• 9.1.10. Further Assurances. Each Member agrees to execute and deliver all such further documents, agreements, and instruments and take such further actions as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
• 9.1.11. Notices. Any notice, demand, request, consent, approval, or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by certified or registered mail, return receipt requested, or by recognized overnight courier service to the respective addresses of the parties as set forth in the records of the Company.

Section 9.2. Indemnification

• 9.2.1. Indemnification by the Company. The Company agrees to indemnify, defend, and hold harmless its Members, Administrators, officers, employees, agents, and representatives (each, an "Indemnitee") against any and all losses, claims, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and expenses) (collectively, "Losses") incurred by an Indemnitee arising out of or resulting from any act, omission, breach, or violation by the Company of any provision of this Agreement, any applicable law, rule, or regulation, or any act or omission by the Company in its capacity as the Company.
• 9.2.2. Indemnification by Members and Administrators. Each Member and Administrator agrees to indemnify, defend, and hold harmless the Company and each other Member, Administrator, officer, employee, agent, and representative of the Company (each, an "Indemnitee") against any and all Losses incurred by an Indemnitee arising out of or resulting from any act, omission, breach, or violation by such Member or Administrator of any provision of this Agreement, any applicable law, rule, or regulation, or any act or omission by such Member or Administrator in their capacity as a Member or Administrator.
• 9.2.3. Procedure for Indemnification. In the event that any Indemnitee seeks indemnification under this section, such Indemnitee shall promptly notify the Company or the relevant Member or Administrator (as the case may be) in writing of any claim, action, suit, or proceeding for which indemnification is sought, provided that failure to provide such notice shall not relieve the Company or the relevant Member or Administrator of its obligations under this section except to the extent it is materially prejudiced thereby. The Company or the relevant Member or Administrator, as applicable, shall have the right to assume the defense of any such claim, action, suit, or proceeding with counsel of its own choosing reasonably satisfactory to the Indemnitee, provided that the Indemnitee shall have the right to participate in the defense of such claim, action, suit, or proceeding at its own expense. The Company or the relevant Member or Administrator, as applicable, shall not be liable for any settlement of any claim, action, suit, or proceeding effected without its prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned.
• 9.2.4. Limitation of Liability. Notwithstanding anything to the contrary contained herein, no Member, Administrator, officer, employee, agent, or representative of the Company shall be liable to the Company or any other Member or Administrator for any Losses suffered by the Company or such other Member or Administrator, except to the extent such Losses are incurred as a result of the willful misconduct, gross negligence, or material breach of this Agreement by such Member, Administrator, officer, employee, agent, or representative.

Section 9.3. Dispute Resolution

• 9.3.1. Negotiation and Mediation Process. 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. Recognizing the diversity of ownership percentages 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.
• 9.3.2. Arbitration Procedure. 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.
• 9.3.3. Conflict of Interest Management. Any member with a conflict of interest concerning any Company matter must disclose such conflict to the other members. 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 X. Execution and Certification by Members

Section 10.1. Execution of Documents

• 10.1.1. Signature Authority. Any document, agreement, or resolution requiring the signature of the members of the Company may be signed by any member or members duly authorized by the Agreement or a resolution of the Members.
• 10.1.2. Flexibility in Execution. Each Member may execute such documents individually or collectively through an authorized representative.
• 10.1.3. Effective Date. The date of execution of any document by a member shall be deemed the effective date of such document unless otherwise specified.
• 10.1.4. 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.

Section 10.2. Member Certifications

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

Section 10.3. Signatures

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

[Signature section]

Exhibit A. Listing of Administrators

By a majority vote of the Members the following Administrators were elected to operate the Company pursuant to ARTICLE 4 of the Agreement: __________________________________________ Printed Name ___________________________ Chief Executive Officer __________________________ Address __________________________ __________________________ ______________________________ Printed Name ___________________________ Title ______________________ __________________________ Address __________________________ __________________________ The above listed Administrator(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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