This operating agreement (this “Agreement”) is made by Legal Hackers LLC (the “Company”), a New York limited liability company, and its sole member, Philip F. Weiss (the “Member”).
The Company has been formed under the New York state statute authorizing the formation of limited liability companies. The purpose of the Company is stated in the articles of organization.
The Company will have one or more offices at places the Member designates. The initial registered office of the Company is located at:
The Company shall be managed by a Board of Directors appointed by the Member. Each Director shall serve until resignation or removal. There shall be no more than four (4) Directors at any one time. All significant business decisions will require the majority approval (i.e. 51%) of the Board of Directors. The Board of Directors is hereby appointed as follows, and each Director’s vote will be in proportion to the following percentages:
- Philip Weiss – 49%
- Warren Allen – 17%
- Tariq Badat – 17%
- Lauren Mack – 17%
No significant business decision requiring a vote of the Directors as set forth above shall be made without 100% of the Directors having cast a vote, which need not be made in person, in writing, or simultaneously with the other Directors, unless requested by the Member.
The Board of Directors may delegate to another person the authority to perform specified acts on behalf of the Company.
If the Member resigns, dies, is incapacitated, is unable to act, or is otherwise removed from his position by a majority vote of the Board of Directors, the percentages above will redistribute in equal percentage, and the Company’s full interest and membership will transfer to Warren Allen.
If a Director resigns, dies, is incapacitated, is unable to act, or is otherwise removed from his or her position by a unanimous vote of the other Directors, the Board of Directors will meet to redistribute the percentages above and may, in its discretion, appoint a new Director to the Board of Directors. A new Director must be appointed by a unanimous vote of the remaining Directors.
The Directors shall each perform the duties of a director of a national, professional organization.
5. Capital Contributions
The Member has contributed $1000 to the Company in exchange for the Members’ ownership interest in the Company. The Member will not be paid interest on this capital contribution, and the Member will have no further obligation to contribute money or property to the Company.
For federal tax purposes, the Company will be taxed as a sole proprietorship, with profits and losses passing through to the Member, solely for tax purposes.
The Member will determine the financial institution that will hold Company funds and will determine the authorized signatures on Company accounts.
8. Additional Members
The Company may admit one or more additional members upon such terms as are determined by the Company and the Member(s). If new members are admitted, the articles of organization and the operating agreement will be appropriately amended.
9. Limitations on Transfer/Right of First Refusal
9.1 Except as set forth in this Section 9 and Section 11.3, the Member shall not, for any reason, whether voluntarily, involuntarily or by operation of law, transfer all or any of the Member’s interest in the Company without a unanimous vote of the Board of Directors. Any such transfer not expressly permitted in this Agreement shall be null and void.
9.2 The Member, upon receiving, or making, a bona fide offer from or to a third party to transfer all or a part of the Member’s interest in the Company (the “Offered Interests”), shall notify the Board of Directors in writing of the proposed transferee and the complete terms of the transfer (the “Sale Notice”).
9.3 The Company shall have the right to purchase all (and only all) of the Offered Interests on the terms set forth in the Sale Notice. The Company may exercise its right to purchase only by giving written notice thereof to the selling Member within forty-five (45) days after the date on which the Company received the Sale Notice. The selling Member shall not participate in any vote that may be required in connection with the Company’s decision as to whether to exercise its right to purchase all of the Offered Interests.
9.4 If the Company does not exercise its right to purchase all of the Offered Interests, the Directors shall have the right, collectively, to purchase from the selling Member all (and only all) of the Offered Interests on the terms set forth in the Sale Notice.The Directors may exercise their right to purchase only by giving written notice thereof to the selling Member within fifteen (15) days of the Company’s written decision to not, or failure to, exercise its right to purchase the Offered Interests. If the total amount of the Offered Interests specified in the Directors’ acceptance notices exceeds the Offered Interests, the Directors electing to purchase the Offered Interests shall each purchase an equal amount of the Offered Interests.
The Company shall not make distributions to the Member or any of the Directors, except upon (a) the dissolution of the Company under Section 11.2(a); or (b) as necessary to recompensate the Member for any and all applicable income taxes the Member bears as a result of Company revenues.
11.1 This Agreement will remain in effect in perpetuity until:
(a) the Board of Directors elects to dissolve the Company; or
(b) the Company reaches, for thirty (30) consecutive days, a bank account balance of $50,000.
11.2 If this Agreement is terminated pursuant to Section 11.1(a) above, the Company’s assets shall be distributed in the following order:
(a) First, to the payment of the debts and liabilities of the Company to creditors, including the Member and Directors who are creditors, to the extent permitted by law, in satisfaction of such debts and liabilities, and to the payment of necessary expenses of liquidation and dissolution;
(b) Second, to the Member in the amount of his capital contribution to the Company; and
(c) Then to the Board of Directors, in equal amounts.
11.3 If this Agreement is terminated pursuant to Section 11.1(b) above, all persons on the Board of Directors on the 30th day after termination who are not a Members shall automatically become members of the Company, in the same percentages as their voting interests under Section 4 of this Agreement, without any action by the Member, the Board of Directors, or the Company. Thereafter, all of the members shall meet as soon as practically possible to (a) determine the consideration due to the Member and/or the Company in exchange for their interest in the Company; and (b) draft a new operating agreement for the Company.
This Agreement constitutes the entire understanding of the parties and supersedes all prior written and oral agreements regarding the subject matter herein. All disputes arising from or under this agreement will be governed by the laws of the state of New York, without reference to conflicts of law principles.
LEGAL HACKERS LLC
Philip Weiss, Member
Dated & Effective: January 1, 2014