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[Your LLC Name] Operating Agreement

Date: [Date of Agreement]

1. Formation of the Company

1.1 The undersigned hereby form a limited liability company pursuant to the state laws of [State of Formation] and hereby adopt this operating agreement.

1.2 The name of the company shall be "[Your LLC Name]" (hereinafter referred to as the "Company").

1.3 The Company's principal place of business shall be located at [Address].

2. Purpose

2.1 The purpose of the Company shall be to engage in any lawful business activity for which limited liability companies may be organized in accordance with the laws of [State of Formation].

3. Members

3.1 The initial members of the Company are [Names of Members], each of whom shall be a member in the Company. Additional members may be admitted upon the unanimous consent of the existing members.

4. Management

4.1 Management Structure

The Company shall be managed by its members collectively. The members shall have the authority to make decisions regarding the operation and management of the Company's business, including but not limited to:

a) Determining the Company's business strategy and goals. b) Approving major business transactions and contracts. c) Hiring, terminating, and compensating employees. d) Making decisions regarding investments and capital expenditures. e) Resolving disputes among members.

4.2 Voting Rights

Each member shall have equal voting rights on all matters relating to the Company's business. Decisions shall be made by a simple majority vote, unless otherwise specified in this operating agreement.

4.3 Meetings

Meetings of the members may be held at such times and places as determined by the members. Notice of meetings shall be given to all members at least [insert time frame] in advance, specifying the date, time, and agenda of the meeting. Meetings may be conducted in person, via telephone, or through electronic means.

4.4 Managerial Authority

The members may delegate certain managerial authority to one or more designated managers, who shall act on behalf of the Company in accordance with the terms of this operating agreement. Any such delegation of authority shall be documented in writing and approved by the members.

4.5 Limitation of Liability

No member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member, except to the extent provided by law.

4.6 Indemnification

The Company shall indemnify and hold harmless each member, manager, officer, employee, and agent of the Company from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) incurred by reason of the performance of their duties on behalf of the Company, to the fullest extent permitted by law.

4.7 Removal of Managers

Any manager may be removed from office with or without cause by a vote of [insert percentage] of the members.

4.8 Compensation

Members shall not be entitled to any compensation for their services as members, except as otherwise agreed upon by the members in writing.

Remember to customize this section to reflect the specific management structure and procedures of your LLC, and consult with a legal professional to ensure compliance with applicable laws and regulations.

5. Capital Contributions

5.1 Each member shall contribute capital to the Company as determined by the members.

5.2 The capital contributions of the members shall be recorded in the Company's books and shall be used for the operation and expansion of the Company's business.

6. Distribution of Profits and Losses

6.1 Profits and losses of the Company shall be allocated among the members in proportion to their respective ownership interests.

7. Withdrawal and Transfer of Membership Interests

7.1 A member may withdraw from the Company upon providing written notice to the other members.

7.2 Membership interests in the Company may not be transferred without the unanimous consent of the members.

8. Dissolution

8.1 The Company shall be dissolved upon the occurrence of any event specified by law or upon the unanimous consent of the members.

9. Governing Law

9.1 This operating agreement shall be governed by and construed in accordance with the laws of [State of Formation].

10. Miscellaneous

10.1 Any notices required or permitted to be given under this operating agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by certified mail, return receipt requested, to the addresses set forth below.

[Include any other miscellaneous provisions as needed.]

[Signatures of the Members]

[Member Name 1]

[Member Name 2]

[Member Name 3]

Remember, it's crucial to customize this agreement to suit your specific circumstances and consult with a legal professional to ensure compliance with relevant laws and regulations.

Sure, here's a basic draft of an LLC (Limited Liability Company) operating agreement. Note that this is a general template and may need to be customized based on your specific needs, state laws, and the unique circumstances of your LLC. It's advisable to consult with a legal professional to ensure compliance and accuracy.

Initial

   GlobalEdConnectKE
   Contents
   Operating Agreement

KenyaX Operating Agreement OperatingAgreement CompanyFormation ShareDistribution GlobalEdConnectKE

GlobalEdConnectKE is the temporary name given to the company, which will focus on the development of a program aimed at empowering students and nurses to pursue international education opportunities as well as developing a service that will offer foreign visitors tours in Kenya with educational workshops. The company formed will be registered as an LLC (limited liability company). Contents

   1Operating Agreement
       1.11.Formation of the Company:
       1.22.Membership:
       1.33.Property Management:
       1.44.Share Transfer:
       1.55.Dispute Resolution:
       1.66.Conflict Resolution:
       1.77.Management:
       1.88.Amendments:
       1.99.Governing Law:
       1.1010.Miscellaneous:
       1.11Signatures:

Operating Agreement 1.Formation of the Company:

   The undersigned hereby form a Limited Liability Company (LLC) pursuant to the laws of the state of Kenya, under the name GlobalEdConnectKE - temporarily.
   The purpose of the Company shall be offer programs that will empower students and nurses to pursue international education opportunities as well as develop a service that will offer foreign visitors tours in Kenya with educational workshops.
   The principal place of business of the Company shall be located Eldoret, Kenya.

2.Membership:

   The Company shall initially have three members: T., K. and S.
   Members shall hold unequal ownership interest in the Company, with T 50% ownership, K 40% ownership and S 10% ownership respectively.
   Membership interests shall not be transferable except as provided in this Agreement.

3.Property Management: Property acquired by the Company shall be managed by the members collectively.

   However, in matters concerning property management decisions, the member holding the majority of shares shall possess the authority to make final determinations.
   Major decisions regarding property management, including acquisition, disposition, or encumbrance of assets, shall ultimately be at the discretion of the member with the highest ownership stake.

4.Share Transfer:

   Membership interests may not be transferred or assigned without the prior written consent of all members.
   In the event that a member wishes to transfer or assign their membership interest, they must first offer the interest to the other members on the same terms and conditions as offered to any third party.

5.Dispute Resolution:

   In the event of any dispute arising among the members relating to the affairs of the Company, the parties shall first attempt to resolve the dispute through good faith negotiations.
   Recognizing the varying ownership stakes of the members, if a dispute cannot be resolved through negotiations within 10 days, the parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediator.
   Should mediation fail to resolve the dispute, the parties consent to submit 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.

6.Conflict Resolution: Any member who has a conflict of interest in any matter before the Company shall disclose such conflict to the other members.

   A conflicted member shall abstain from voting on any matter in which they have a conflict of interest, and such matter shall be decided by the non-conflicted members.

7.Management:

   While the Company shall be collectively managed by all members, the extent of decision-making authority shall reflect the ownership distribution among the members.
   In recognition of the varying ownership percentages, major decisions shall require the consent of members proportionate to their ownership stakes, with the member holding the majority of shares holding a corresponding larger say in managerial matters.
   Day-to-day operations may be delegated to one or more members or to a manager appointed by the members, ensuring efficient management aligned with the respective interests of all stakeholders.

8.Amendments:

   This Operating Agreement may be amended only by the unanimous written consent of all members.

9.Governing Law:

   This Operating Agreement shall be governed by and construed in accordance with the laws of Kenya.

10.Miscellaneous:

   This Agreement constitutes the entire understanding and agreement among the members with respect to the subject matter hereof.
   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.

Signatures:

T.........................

K...................................

S................................

Date...................

This Operating Agreement is entered into as of the date first written above.

Revised

OPERATING AGREEMENT FOR ¶ A LIMITED LIABILITY COMPANY ARTICLE I Company Formation

1.1 FORMATION

1.1 The undersigned hereby form a limited liability company pursuant to the state laws of Kenya and hereby adopt this operating agreement.

1.2 The Name of the Company shall be "[Your LLC Name]" (hereinafter referred to as the "Company").

1.3 The Company's principal place of business shall be located in Eldoret, Kenya.

1.4 The Purpose of the Company shall be to engage in any lawful business activity for which limited liability companies may be organized in accordance with the laws of Kenya.

1.5 Term. The Company will continue perpetually unless, (a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or (b) Any event which causes the Company’s business to become unlawful; or (c) 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 (d) Any other event causing dissolution of the Company under applicable state laws.

1.6 Continuance Of Company In the event of an occurrence described in ARTICLE 1.5(c), if there are at least two remaining Members, those Members have the right to continue the business of the Company. This right can be exercised only by the unanimous vote of the remaining Members within ninety (90) days after the occurrence of an event described in ARTICLE 1.5(c). If not exercised, the right of the Members to continue the business of the Company will expire. Article II The Members Members

2.1 The Initial Members of the Company shall be the individuals or entities listed in Schedule A attached hereto, each of whom shall be a member in the Company. Additional members may be admitted with the unanimous consent of the existing members.

2.2 Capital Contributions. Each Member shall contribute to the capital of the Company the amount set forth opposite such Member's name in Schedule A attached hereto. Since the required initial amount has not been determined, members' contributions will only be indicated as service or cash. Capital contributions will be made in cash, or services, as agreed upon by the Members.

2.3 Membership Units. The ownership interests of the Members shall be divided into membership units ("Units") as set forth in Schedule A attached hereto. Each Unit shall entitle the holder to such rights and benefits as determined by the Members.

2.4 Voting Rights. Each Member shall be entitled to one vote for each Unit owned. Decisions of the Members shall be made by a majority vote, unless otherwise specified in this Operating Agreement.

2.5 Meetings of Members. Meetings of the Members may be called by any Member upon not less than 7 days' notice to all Members. A quorum for a meeting shall consist of 60% of the Members.

2.6 Withdrawal of Members. A Member may withdraw from the Company upon written notice to the other Members. The withdrawing Member shall be entitled to receive the value of their Units as determined by the Members.

2.7 Transfer of Membership Interests: Membership interests in the Company may not be transferred without the unanimous consent of the members. Article III The Management

3.1 Management Structure: The Company shall be managed by its members collectively. The members shall have the authority to make decisions regarding the operation and management of the Company's business, including but not limited to:

a) Determining the Company's business strategy and goals. b) Approving major business transactions and contracts. c) Hiring, terminating, and compensating employees. d) Making decisions regarding investments and capital expenditures. e) Resolving disputes among members.

3.2 Voting Rights: Each member shall have equal voting rights on all matters relating to the Company's business. Decisions shall be made by a simple majority vote, unless otherwise specified in this operating agreement.

3.3 Special Meetings: Meetings of the members may be held at such times and places as determined by the members. Notice of meetings shall be given to all members at least 7 days in advance, specifying the date, time, and agenda of the meeting. Meetings may be conducted in person, via telephone, or virtually.

3.3.1 Annual Meetings: The Members shall hold an annual meeting each year at a time and place determined by the Members for the purpose of reviewing the Company's affairs and transacting any other business as may properly come before the meeting.

3.3.2 Quorum: A quorum for any meeting of the Members shall consist of 60% of the Members. If a quorum is not present, a majority of the Members present may adjourn the meeting from time to time 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 taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the Members.

3.3.4 Telephonic Meetings: Members may participate in a meeting of the Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

3.3.5 Notice of Meetings: Notice of each meeting of the Members shall be given to each Member by written notice delivered personally or sent by mail, email, or other electronic means to each Member's address as shown on the records of the Company, at least 7 days before the meeting.

3.4 Managerial Authority: The members may delegate certain managerial authority to one or more designated managers, who shall act on behalf of the Company in accordance with the terms of this operating agreement. Any such delegation of authority shall be documented in writing and approved by the members.

3.5 Appointment of Manager: 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. The Manager shall have the following powers and duties:

a. To manage and control the day-to-day operations and affairs of the Company;

b. To enter into contracts, agreements, and other transactions on behalf of the Company;

c. To hire, terminate, and supervise employees and agents of the Company;

d. To sign checks and other instruments on behalf of the Company;

e. To prepare and present financial statements and reports to the Members; and

f. To exercise all other powers and perform all other duties necessary or appropriate for the management of the Company's business.

3.7 Limitations on Manager's Authority: Notwithstanding the foregoing, the Manager shall not, without the prior written consent of the Members:

a. Borrow money or incur debt on behalf of the Company.

b. Sell, lease, exchange, or otherwise dispose of all or substantially all of the Company's assets;

c. Admit new Members to the Company or approve the transfer of Membership Units; or

d. Take any action that would result in the termination of the Company.

3.8 Removal of Manager: The Manager may be removed with or without cause by the vote of a majority of the Members.

3.9 Resignation of Manager: The Manager may resign at any time by giving written notice to the Members. The resignation shall take effect upon receipt of the notice by the Members, unless a later date is specified in the notice.

3.10 Limitation of Liability: No member shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member, except to the extent provided by law.

3.11 Indemnification: The Company shall indemnify and hold harmless each member, manager, officer, employee, and agent of the Company from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) incurred by reason of the performance of their duties on behalf of the Company, to the fullest extent permitted by law.

3.12 Removal of Managers: Any manager may be removed from office with or without cause by a vote of 50% of the members.

3.13 Compensation: Members shall not be entitled to any compensation for their services as members, except as otherwise agreed upon by the members in writing. Article IV Distribution of Profits and Losses

4.1 Distributions: Distributions of profits and losses shall be made to the Members in proportion to their respective ownership interests in the Company.

4.2 Restrictions on Distributions: No distribution shall be made if, after giving effect to the distribution, the Company would not be able to pay its debts as they become due in the ordinary course of business or if the distribution would cause the Company's total assets to be less than the sum of its total liabilities. Article V Company Dissolution

Dissolution

5.1 Dissolution Events: The Company shall be dissolved upon the occurrence of any of the following events:

a. The affirmative vote of a majority of the Members;

b. The entry of a decree of judicial dissolution under the Act; or

c. The occurrence of any other event that requires the dissolution of the Company under the Act.

5.2 Winding Up: Upon dissolution, the Manager shall, unless otherwise provided by law or agreed to by the Members, wind up the affairs of the Company, liquidate its assets, and discharge its liabilities.

5.3 Distribution of Assets: After payment of or provision for all debts, liabilities, and obligations of the Company, the remaining assets shall be distributed to the Members in proportion to their respective ownership interests in the Company.

5.4 Articles of Dissolution: The Manager shall cause Articles of Dissolution to be filed with the Secretary of State or other appropriate governmental authority in accordance with the Act.

5.5 Continuation of Business: Notwithstanding the dissolution of the Company, the business of the Company may be continued if a majority of the Members agree to do so.

Article VI Governing Law

Law

6.1 Amendment: This Operating Agreement may be amended only by the written consent of all of the Members.

6.2 Governing Law: This Operating Agreement shall be governed by and construed in accordance with the laws of Kenya. Article VII Miscellaneous

7.1 Any notices required or permitted to be given under this operating agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by certified mail, return receipt requested, to the addresses set forth below.