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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.

Northwest registered agent

Operating agreement for [Name] Limited Liability Company

ARTICLE I. Company Formation

1.1. FORMATION. The Members have formed a Limited Liability Company ("Company") according to the laws of the state in which the Company was formed. This operating agreement is entered into and effective as of the date it is adopted by the members. 1.2. REGISTERED AGENT. The name and location of the Company’s registered agent will be stated in the company’s formation documents. 1.3. 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 death, 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. 1.4. CONTINUANCE OF COMPANY. In the event of an occurrence described in ARTICLE 1.3(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 1.3(c). If not exercised, the right of the Members to continue the business of the Company will expire. 1.5. BUSINESS PURPOSE. The Company will conduct any lawful business deemed appropriate in carrying out the company’s objectives. 1.6. PRINCIPAL PLACE OF BUSINESS. The Company’s principal place of business will be stated in the formation documents, or as selected by the Managers. 1.7. THE MEMBERS. The name and residential address of each member are listed in Exhibit 2 attached to this Agreement. 1.8. ADMISSION OF ADDITIONAL MEMBERS. Additional members may only be admitted to the Company through a Certificate of New Membership issuance by the company of new interest in the Company or as otherwise provided in this agreement.

ARTICLE II. Capital Contributions

2.1. INITIAL CONTRIBUTIONS. The Members will initially contribute capital to the Company, as described in Exhibit 3 attached to this Agreement. The agreed total value of such property and cash is ____________________________. 2.2. ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member will be obligated to make any additional contribution to the Company's capital.

ARTICLE III. Profits, Losses and Distributions

3.1. PROFITS/LOSSES. For financial accounting and tax purposes, the Company's net profits or net losses will be determined on an annual basis. These profits and losses will be allocated to the Members in proportion to each Member's capital interest in the Company as set forth in Exhibit 2 as amended and in accordance with Treasury Regulation 1.704-1. 3.2. DISTRIBUTIONS. The Members will determine and distribute available funds annually or as they see fit. “Available funds” refers to the net cash of the Company available after expenses and liabilities are paid. Upon liquidation of the Company or liquidation of a Member's interest, distributions will be made in accordance with the positive capital account balances or pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b) (2). To the extent a Member has a negative capital account balance, there will be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).

ARTICLE IV. Management

4.1. MANAGEMENT OF THE BUSINESS. The Members holding a majority of the capital interests in the Company, as set forth in Exhibit 2 as amended, may vote to elect a Manager or Managers. One manager will be elected by the Members as Chief Executive Manager. The Manager(s) may be a Member or Non-Member. The name and residential address of each Manager is attached as Exhibit 1 of this Agreement. 4.2. MEMBERS. The liability of the Members will be limited according to state law. Members that are not Managers will take no part in the control, management, direction, or operation of the Company's affairs and will have no power to bind the Company in legal agreements. The Managers may seek advice from the Members, but need not follow such advice. No Member is an agent of any other Member of the Company, solely by reason of being a Member. 4.3. POWERS OF MANAGERS. The Managers are authorized on the Company's behalf to make all decisions as to: (a) the sale, development, lease or other disposition of the Company's assets; (b) the purchase or other acquisition of other assets; (c) the management of all or any part of the Company's assets; (d) the borrowing of money and the granting of security interests in the Company's assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company's assets; (f) the compromise or release of any of the Company's claims or debts; and (g) the employment of persons, firms or corporations for the operation and management of the company's business. The Managers are further authorized to execute and deliver: (w) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company's assets; (x) all checks, drafts and other orders for the payment of the Company's funds; (y) all promissory notes, loans, security agreements and other similar documents; and (z) all other instruments of any other kind relating to the Company's affairs. 4.4. CHIEF EXECUTIVE MANAGER. The Chief Executive Manager has primary responsibility for managing the operations of the Company and for carrying out the decisions of the Managers. 4.5. NOMINEE. Title to the Company's assets must be held in the Company's name or in the name of any nominee that the Managers may designate. The Managers have power to enter into a nominee agreement with any such person, and such agreement may contain provisions indemnifying the nominee, except for his or her willful misconduct. 4.6. COMPANY INFORMATION. The Managers must supply information regarding the company or its activities to any member upon his or her request. Any Member or their authorized representative will have access to and may inspect and copy all books, records and materials in the Manager's possession regarding the Company or its activities. Access and inspection of information will be at the requesting Member's expense. 4.7. EXCULPATION. Any act or omission of the Managers, the effect of which may cause or result in loss or damage to the Company or the Members, if done in good faith to promote the best interests of the Company, will not subject the Managers to any liability. 4.8. INDEMNIFICATION. The Company will indemnify any person who was or is a party defendant or is threatened to be made a party defendant, in a pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that the person is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, does not in itself create a presumption that the person did or did not act in good faith and in a manner which he or she reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was lawful. 4.9. RECORDS. The Managers must keep the following at the company’s principal place of business or other location: (a) A current list of the full name and the last known street address of each Member; (b) A copy of the Company’s Certificate of Formation and Operating Agreement and all amendments; (c) Copies of Company's federal, state and local income tax returns and reports for the three most recent years; (d) Copies of the Company’s financial statements for the three most recent years.

ARTICLE V. Compensation

5.1. MANAGEMENT FEE. Any Manager rendering services to the Company is entitled to compensation proportionate with the value of those services. 5.2. REIMBURSEMENT. The Company must reimburse the Managers or Members for all direct out-of-pocket expenses incurred by them in managing the Company.

ARTICLE VI. Bookkeeping

6.1. BOOKS. The Managers will maintain a complete and accurate accounting of the Company's affairs at the Company's principal place of business. The managers may select the method of accounting and the company's accounting period will be the calendar year. 6.2. MEMBER'S ACCOUNTS. The Managers must maintain separate capital and distribution accounts for each member. Each member's capital account will be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and will consist of his or her initial capital contribution increased by: (a) Any additional capital contribution made by the member; (b) Credit balances transferred from the member’s distribution account to his or her capital account; and decreased by: (x) Distributions to the member in reduction of Company capital; (y) The Member's share of Company losses if charged to his or her capital account. 6.3. REPORTS. The Managers will close the books of account after the close of each calendar year and will prepare and send to each member, a statement of such Member's distributive share of income and expense for income tax reporting purposes.

ARTICLE VII. Transfers

7.1. ASSIGNMENT. If a Member proposes to sell, assign, or otherwise dispose of all or any part of his or her interest in the Company, that Member must first make a written offer to sell his or her interest to the other Members at a price determined by mutual agreement. If the other Members decline or fail to elect such interest within thirty (30) days, and if the sale or assignment is made and the Members fail to approve this sale or assignment unanimously then, pursuant to the applicable law, the purchaser or assignee will have no right to participate in the management of the business and affairs of the Company. The purchaser or assignee will only be entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled.

ARTICLE VIII. Dissolution

8.1. DISSOLUTION. The Member(s) may dissolve the company at any time. The Member may NOT dissolve the company for a loss of membership interests. Upon dissolution the company must pay its debts first before distributing cash, assets, and/or initial capital to the Member or the Members interests. The dissolution may only be ordered by the Member(s), not by the owner of the Members interests.

CERTIFICATION OF MEMBER

The undersigned hereby agree, acknowledge, and certify that the foregoing operating agreement is adopted and approved by each member as of this _____ day of __________________, 20___. Members: Name____________________________ Percent ______% X____________________________ Address ____________________________________________ Name____________________________ Percent ______% X____________________________ Address ____________________________________________ Name____________________________ Percent ______% X____________________________ Address ____________________________________________ Name____________________________ Percent ______% X____________________________ Address ____________________________________________

EXHIBIT 1. LISTING OF MANAGERS

By a majority vote of the Members the following Managers were elected to operate the Company pursuant to ARTICLE 4 of the Agreement: __________________________________________ Printed Name ___________________________ Chief Executive Manager __________________________ Address __________________________ __________________________ ______________________________ Printed Name ___________________________ Title ______________________ __________________________ Address __________________________ __________________________ The above listed Manager(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation. Signed and Agreed this _______day of ________________________, 20______. _____________________________ _____________________________ Signature of Member Signature of Member _____________________________ _____________________________ Signature of Member Signature of Member Operating Agreement – Page 7 of 9 https://www.northwestregisteredagent.com/legal-forms/llc/operating-agreement

EXHIBIT 2. 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 3. 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

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

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 [Name] 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

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

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.