WELKLAHOMA LLC OPERATING AGREEMENT
There are three (3) Managing Members of WELKLAHOMA LLC (hereafter referred to as the “LLC”). Each shall have an equal interest in the LLC. Additional or replacement members may be admitted by a unanimous vote of the LLC on such terms and conditions as unanimously agreed. Unless otherwise agreed at the time of admission, all Managing Members of the LLC shall have an equal interest in the LLC.GOVERNING BODY AND ASSETS
The management of the affairs of the LLC shall be by the Managing Members. LLC Meetings may be called by any of the Managing Members. One Managing Member will preside over the meeting, and one Managing Member will take minutes as unanimously agreed before the meeting.
The Managing Members shall have and exercise all management rights, powers, and authority over the business, affairs and operations of the LLC. Such powers shall include without limitation all powers which may be exercised by the directors of an LLC including: the making of expenditures; borrowing money or guaranteeing indebtedness and other liabilities; conducting and compromising litigation; the acquisition or disposition of the assets of the LLC; the negotiation of contracts binding on the LLC, the selection and dismissal of employees, volunteers and independent contractors, with and without cause.
Key volunteers shall comprise a group hereafter known as “Vortex”. Vortex is the advisory board which represents the Oklahoma community. They advise the LLC on all matters, as well as offering a system of checks and balances as described below. Vortex also includes the Landowners as nonvoting members. Vortex members are nominated annually and voted in by a two-thirds vote. Vortex will be led by a Facilitator, who will be responsible for calling and presiding over Vortex meetings, and assigning other duties, such as taking minutes, as deemed necessary. The Facilitator will be elected by Vortex and approved by unanimous vote of the LLC managing members. Vortex members may only be removed by member resignation in writing, unanimous vote by the LLC, or a two-thirds vote by the voting Vortex members.
The Managing Members shall be indemnified and held harmless for all liability they may incur as a result of their involvement in the LLC except for intentional tortious or fraudulent conduct. Employees agents, independent contractors or volunteers shall be indemnified and held harmless for any liability they incur as a result of their involvement in the LLC except for intentional tortious or fraudulent conduct. Only the Managing Members acting unanimously may dissolve the LLC, and distribute assets, dividends, earnings or property as described under “Dissolution.”
Managing Members may not be removed from office except for cause. Cause for removal must consist of either a breach of fiduciary duty, intentional tortious misconduct, or being inactive in the operation of the LLC for a period of one year. A Managing Member may only be removed by 1) the remaining Managing Members by unanimous vote, or 2) members of Vortex by 2/3 vote. In the event of removal or resignation of a Managing Member, the owner must be bought out at the value of their interest by the remaining managing members.
The Managing Members shall meet periodically to manage the affairs of the LLC. One designated Managing Member shall keep a record of all decisions made. The books and records of the LLC shall be kept with one designated Managing Member, and each Managing Member shall have the unlimited right to inspect and copy such books and records. Decisions of the Managing Members shall be made by majority vote. In the event of a deadlock, the LLC may call for a vote of two thirds of voting members of Vortex when in its discretion a vote is necessary for the LLC to operate.
PROPERTY OF THE LLC
Title to all of the LLC’s property, assets, and accounts are to be held in the name of the LLC and no owner, manager, employee, or volunteer can claim any interest in the property, assets, or accounts of the LLC exceeding one third of the total assets held after all expenditures are subtracted. The LLC may designate one of its Managing Members to sign such documents necessary to purchase, transfer, or encumber real or personal property.
OWNERS INTERESTS ARE NOT TRANSFERABLE
No Managing Member of the LLC may transfer his interest in the LLC. Any attempted transfer shall be void ab initio. All owners of an interest in the LLC agree that their ownership interest may only be transferred to the LLC which may purchase the interest of an owner. In the event of an involuntary transfer, death or resignation of a Managing Member, or a Managing Member’s termination by the LLC or Vortex for cause, the holder of an interest shall immediately transfer the interest to the LLC pursuant to this operating agreement.
The interest of all owners of the LLC shall be valued at the average book value of the owner’s interest in the LLC measured over a 12 month period. If the pro rata average book value of the LLC is negative, the value of the member’s interest shall be $1.00. In the event of a voluntary or involuntary termination of any Managing Member, the LLC shall promptly purchase the interest from the holder. No other form of transfer, redemption, or cancellation shall be valid.
In the event of the dissolution of the LLC all remaining owners of the LLC agree that debts and obligations of the LLC shall be determined and satisfied prior to any assets being distributed, further unless unanimously agreed by the managers in writing, any remaining assets shall be utilized to further artistic expression and community formation, and/or the charity of their choosing.
This agreement replaces and supersedes all prior written or oral agreements of the owners on subjects covered by this agreement. This agreement is binding on all successors, heirs of owners of an interest in the LLC. Each party to this agreement agrees to execute such additional documents as may be necessary to carry out the terms of this agreement. This agreement may not be amended except by the unanimous written consent of all the owners of the LLC. This agreement shall be governed by the law of the State of Oklahoma.
We, the Managing Members for the 2015 fiscal year, do adopt this Operations Agreement as of March 14th, 2015.