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).

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: The Economic Group, Kevin Mwangi and Sandra.
• Members shall hold unequal ownership interest in the Company, with The Economic Group 50% ownership, Kevin Mwangi 40% ownership and Sandra 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:

• '''The Economic Group'''.........................

• Kevin Mwangi...................................

• Sandra................................

• Date...................

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