Stanton industrial Services / SISLLC

OPERATING AGREEMENT FOR MEMBER-MANAGED LIMITED LIABILITY
COMPANY
1. PRELIMINARY PROVISIONS
(1) Effective Date: This operating agreement of Stanton Industrial Services, LLC effective 3/17/2955, is adopted by the members whose signatures appear at the end of this agreement (the “Agreement”).
(2) Formation: This limited liability company (LLC) was formed by filing Articles of Organization, a Certificate of Formation or a similar organizational document with the LLC filing office of MircoTech, New Babbage on 3/17/2955 A copy of this organizational document has been placed in the LLC’s records book.
(3) Name: The formal name of this LLC is as stated above. However, this
LLC may do business under a different name by complying with the
state’s fictitious or assumed business name statutes and procedures.
(4) Registered Office and Agent: The registered office of this LLC
and the registered agent at this address are as follows:
MilkMan66
Stanton, MircoTech (Stanton IV), New Babbage, APT 4-5
The registered office and agent may be changed from time to time
as the members may see fit, by filing a change of registered agent or
office form with the system LLC filing office. It will not be necessary to
amend this provision of the operating agreement if and when such a
change is made.
(5) Business Purposes: The specific business purposes and activities
contemplated by the founders of this LLC at the time of initial signing of
this agreement consist of the following:
Exploration and Mining
It is understood that the foregoing statement of purposes shall not
serve as a limitation on the powers or abilities of this LLC, which shall
be permitted to engage in any and all lawful business activities. If this
LLC intends to engage in business activities outside the state of its formation
that require the qualification of the LLC in other states, it shall obtain such
qualification before engaging in such out-of-state activities.
(6) Duration of LLC: The duration of this LLC shall be perpetual
Further, this LLC shall terminate when a proposal to dissolve the LLC is
adopted by the membership of this LLC or when this LLC is otherwise terminated
in accordance with law.
II. MEMBERSHIP PROVISIONS
(1) Non-liability of Members: No member of this LLC shall be
personally liable for the expenses, debts, obligations or liabilities of
the LLC, or for claims made against it.
(2) Reimbursement for Organizational Costs: Members shall be
reimbursed by the LLC for organizational expenses paid by the
members. The LLC shall be authorized to elect to deduct
organizational expenses and start-up expenditures ratably over a
period of time as permitted by the Internal Revenue Code and as may
be advised by the LLC’s tax advisor.
(3) Management: This LLC shall be managed exclusively by all of its
members
(4) Members’ Percentage Interests: A member’s percentage interest in this
LLC shall be computed as a fraction, the numerator of which is the total of
a member’s capital account and the denominator of which is the total of
all capital accounts of all members. This fraction shall be
expressed in this agreement as a percentage, which shall be called
each member’s “percentage interest” in this LLC.
(5) Membership Voting: Except as otherwise may be required by the
Articles of Organization, Certificate of Formation or a similar
organizational document, other provisions of this operating agreement,
or under the laws of this state, each
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member shall vote on any matter submitted to the membership for approval
in proportion to the member’s percentage interest in this LLC. Further,
unless defined otherwise for a particular provision of this operating
agreement, the phrase “majority of members” means the vote of members
whose combined votes equal more than 50% of the votes of all members in this
LLC.
(6) Compensation: Members shall not be paid as members of the LLC for
performing any duties associated with such membership, including
management of the LLC. Members may be paid, however, for any services
rendered in any other capacity for the LLC, whether as officers,
employees, independent contractors or otherwise.
(7) Members’ Meetings: The LLC shall not provide for regular members’
meetings. However, any member may call a meeting by communicating his
or her wish to schedule a meeting to all other members. Such notification
may be in person or in writing, or by telephone, facsimile machine, or
other form of electronic communication reasonably expected to be
received by a member, and the other members shall then agree, either personally,
in writing, or by telephone, facsimile machine or other form of electronic
communication to the member calling the meeting, to meet at a mutually
acceptable time and place. Notice of the business to be transacted at the
meeting need not be given to members by the member calling the meeting,
and any business may be discussed and conducted at the meeting. If all
members cannot attend a meeting, it shall be postponed to a date and time
when all members can attend, unless all members who do not attend have
agreed in writing to the holding of the meeting without them. If a meeting
is postponed, and the postponed meeting cannot be held either because
all members do not attend the postponed meeting or the non-attending
members have not signed a written consent to allow the postponed
meeting to be held without them, a second postponed meeting may be
held at a date and time announced at the first postponed meeting. The date
and time of the second postponed meeting shall also be communicated to
any members not attending the first postponed meeting. The second
postponed meeting may be held without the attendance of all members as
long as a majority of the percentage interests of the membership of this
LLC is in attendance at the second postponed meeting. Written notice of
the decisions or approvals made at this second postponed meeting
shall be mailed or delivered to each non-attending member promptly
after the holding of the second postponed meeting. Written minutes of the
discussions and proposals presented at a members’ meeting, and the votes
taken and matters approved at such meeting, shall be taken by one of the
members or a person designated at the meeting. A copy of the minutes of
the meeting shall be placed in the LLC’s records book after the meeting.
(8) Membership Certificates: This LLC shall be authorized to obtain and
issue certificates representing or certifying membership interests in this
LLC. Each certificate shall show the name of the LLC, the name of the
member, and state that the person named is a member of the LLC and is
entitled to all the rights granted members of the LLC under the Articles of
Organization, Certificate of Formation or a similar organizational document, this
operating agreement and provisions of law. Each membership certificate shall be
consecutively numbered and signed by one or more officers of this LLC. The
certificates shall include any additional information considered
appropriate for inclusion by the members on membership certificates. In
addition to the above information, all membership certificates shall bear a
prominent legend on their face or reverse side stating, summarizing or
referring to any transfer restrictions that apply to memberships in this
LLC under the Articles of Organization, Certificate of Formation or a
similar organizational document and/or this operating agreement, and the
address where a member may obtain a copy of these restrictions upon
request from this LLC. The records book of this LLC shall contain a list of the
names and addresses of all persons to whom certificates have been issued,
show the date of issuance of each certificate, and record the date of all
cancellations or transfers of membership certificates.
(9) Other Business by Members: Each member shall agree not to own an
interest in, manage or work for another business, enterprise or
endeavor, if such ownership or activities would compete with this LLC’s
business goals, mission, profitability or productivity, or would diminish
or impair the member’s ability to provide maximum effort and performance
in managing the business of this LLC.
III. TAX AND FINANCIAL PROVISIONS
(1) Tax Classification of LLC: The members of this LLC intend that
this LLC be initially classified as a partnership.
(2) Tax Year and Accounting Method: The tax year of this LLC shall be the
calendar year The LLC shall use the cash method of accounting. Both the
tax year and the accounting period of the LLC may be changed with the
consent of all members if the LLC qualifies for such change.
(3) Bank Accounts: The LLC shall designate one or more banks or other
institutions for the deposit of the funds of the LLC, and shall establish
savings, checking, investment and other such accounts as are
reasonable and necessary for its business and investments. One or more
members of the LLC shall be designated with the consent of all members to
deposit and withdraw funds of the LLC, and to direct the investment
of funds from, into and among such accounts. The funds of the LLC,
however and wherever deposited or invested, shall not be commingled with
the personal funds of any members of the LLC.
(4) Title to Assets: All personal and real property of this LLC shall be
held in the name of the LLC, not in the names of individual members.
IV. CAPITAL PROVISIONS
(1) Capital Contributions by Members: Members shall make the following
contributions of cash, property or services as shown next to each member’s
name below. Unless otherwise noted, cash and property described
below shall be paid or delivered to the LLC on or by 3/17/2955 The fair
market values of items of property or services as agreed between
the LLC and the contributing member are also shown below. The percentage
interest in the LLC that each member shall receive in return for his or her
capital contribution is also indicated for each member.

(2) Additional Contributions by Members: The members may agree,
from time to time by unanimous vote, to require the payment of
additional capital contributions by the members, on or by a mutually
agreeable date.
(3) Failure to Make Contributions: If a member fails to make a required
capital contribution within the time agreed for a member’s contribution,
the remaining members may, by unanimous vote, agree to reschedule the
time for payment of the capital contribution by the late-paying member,
setting any additional repayment terms, such as a late payment penalty,
rate of interest to be applied to the unpaid balance, or other monetary
amount to be paid by the delinquent member, as the remaining members
decide. Alternatively, the remaining members may, by unanimous vote,
agree to cancel the membership of the delinquent member,
provided any prior partial payments of capital made by the
delinquent
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member are refunded promptly by the LLC to the member after the decision
is made to terminate the membership of the delinquent member.
(4) No Interest on Capital Contributions: No interest shall be paid on
funds or property contributed as capital to this LLC, or on funds
reflected in the capital accounts of the members.
(5) Capital Account Bookkeeping: A capital account shall be set up and
maintained on the books of the LLC for each member. It shall reflect each
member’s capital contribution to the LLC, increased by each member’s
share of profits in the LLC, decreased by each member’s share of losses and
expenses of the LLC, and adjusted as required in accordance with applicable
provisions of the Internal Revenue Code and corresponding income tax
regulations.
(6) Consent to Capital Contribution Withdrawals and Distributions:
Members shall not be allowed to withdraw any part of their capital
contributions or to receive distributions, whether in property or cash, except as
otherwise allowed by this agreement and, in any case, only if such
withdrawal is made with the written consent of all members.
(7) Allocations of Profits and Losses: No member shall be given priority or
preference with respect to other members in obtaining a return of
capital contributions, distributions or allocations of the income, gains,
losses, deductions, credits or other items of the LLC. The profits and
losses of the LLC, and all items of its income, gain, loss, deduction and
credit shall be allocated to members according to each member’s percentage
interest in this LLC.
(8) Allocation and Distribution of Cash to Members: Cash from LLC business
operations, as well as cash from a sale or other disposition of LLC capital
assets, may be distributed from time to time to members in
accordance with each member’s percentage interest in the LLC, as
may be decided by all of the members.
(9) Allocation of Noncash Distributions: If proceeds consist of
property other than cash, the members shall decide the value of the
property and allocate such value among the members in accordance with
each member’s percentage interest in the LLC. If such noncash proceeds
are later reduced to cash, such cash may be distributed among the
members as otherwise provided in this agreement.
(10) Allocation and Distribution of Liquidation Proceeds: Regardless of
any other provision in this agreement, if there is a distribution in
liquidation of this LLC, or when any member’s interest is liquidated, all
items of income and loss shall be allocated to the members’ capital accounts,
and all appropriate credits and deductions shall then be made to these capital
accounts before any final distribution is made. A final distribution shall
be made to members only to the extent of, and in proportion to, any positive
balance in each member’s capital account.
V. MEMBERSHIP WITHDRAWAL AND TRANSFER PROVISIONS
(1) Withdrawal of Members: A member may withdraw from this LLC
by giving written notice to all other members at least 60 days before
the date the withdrawal is to be effective.
(2) Restrictions on the Transfer of Membership: A member shall not
transfer his or her membership in the LLC unless all non-transferring
members in the LLC first agree to approve the admission of the
transferee into this LLC. Further, no member may encumber a part or all
of his or her membership in the LLC by mortgage, pledge, granting of a
security interest, lien or otherwise, unless the encumbrance has first been
approved in writing by all other members of the LLC. Notwithstanding the
above provision, any member shall be allowed to assign an economic
interest in his or her membership to another person without the approval of
the other members. Such an assignment shall not include a transfer of the
member’s voting or management rights in this LLC, and the assignee
shall not become a member of the LLC.
VI. DISSOLUTION PROVISIONS
(1) Events That Trigger Dissolution of the LLC: The following events
shall trigger dissolution of the LLC, except as provided:
(a) the death, permanent incapacity, bankruptcy, retirement,
resignation or expulsion of a
member, except that within 60 days of the happening of any of these
events, all remaining members of the LLC may vote to continue the
legal existence of the LLC, in which case the LLC shall not dissolve;
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(b) the expiration of the term of existence of the LLC if such term
is specified in the Articles of Organization, Certificate of Formation or a
similar organizational document, or this operating agreement;
© the written agreement of all members to dissolve the LLC;
(d) entry of a decree of dissolution of the LLC under state law.
VII. GENERALPROVISIONS
(1) Of icers: The LLC may designate one or more officers, such as a
President, Vice President, Secretary and Treasurer. Persons who fill
these positions need not be members of the LLC. Such positions may
be compensated or non-compensated according to the nature and extent of
the services rendered for the LLC as a part of the duties of each office.
Ministerial services only as a part of any officer position will normally
not be compensated, such as the performance of officer duties specified in
this agreement, but any officer may be reimbursed by the LLC for out-of-pocket
expenses paid by the officer in carrying out the duties of his or her office.
(2) Records: The LLC shall keep at its principal business address a
copy of all proceedings of membership meetings, as well as books of
account of the LLC’s financial transactions. A list of the names and addresses of the
current membership of the LLC also shall be maintained at this address, with
notations on any transfers of members’ interests to nonmembers or persons
being admitted into membership in the LLC.
Copies of the LLC’s Articles of Organization, Certificate of Formation or a
similar organizational document, a signed copy of this operating
agreement, and the LLC’s tax returns for the preceding three tax years shall
be kept at the principal business address of the LLC. A
statement also shall be kept at this address containing any of
the following information that is applicable to this LLC:
⚫ the amount of cash or a description and value of property
contributed or agreed to be contributed as capital to the LLC by each
member;
⚫ a schedule showing when any additional capital contributions are to be made
by members to this LLC;
⚫ a statement or schedule, if appropriate, showing the rights of members to
receive distributions representing a return of part or all of members’ capital
contributions; and
⚫ a description of, or date when, the legal existence of the LLC will
terminate under provisions in the LLC’s Articles of Organization,
Certificate of Formation or a similar organizational document, or this
operating agreement.
If one or more of the above items is included or listed in this operating
agreement, it will be sufficient to keep a copy of this agreement at the
principal business address of the LLC without having to prepare and keep a
separate record of such item or items at this address. Any member may
inspect any and all records maintained by the LLC upon reasonable
notice to the LLC. Copying of the LLC’s records by members is
allowed, but copying costs shall be paid for by the requesting member.
(3) All Necessary Acts: The members and officers of this LLC are
authorized to perform all acts necessary to perfect the organization
of this LLC and to carry out its business operations expeditiously and
efficiently. The Secretary of the LLC, or other officers, or all members of
the LLC, may certify to other businesses, financial institutions and
individuals as to the authority of one or more members or officers of this
LLC to transact specific items of business on behalf of the LLC.
(4) Indemnification: The LLC shall indemnify the Member and those
authorized officers, agents, and employees of the LLC identified in
writing by the Member as entitled to being indemnified under this section for all
costs, losses, liabilities and damages paid or accrued by the Member
(as the Member or officer, agent, or employee) or any such office,
agent, or employee in connection with the business of the LLC, except to the
extent prohibited by the laws of the state that governs this Agreement. In
addition, the LLC may advance costs of defense of any proceeding to
the Member or any such officer, agent, or employee upon receipt by the LLC
of an undertaking by or on behalf of such person to repay such amount if it
shall ultimately be determined that the person is not entitled to be
indemnified by the LLC.
(5) Mediation and Arbitration of Disputes Among Members: In any
dispute over the provisions of this operating agreement and in
other disputes among the members, if the members cannot resolve the
dispute to their mutual
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satisfaction, the matter shall be submitted to mediation. The terms and
procedure for mediation shall be arranged by the parties to the dispute. If
good-faith mediation of a dispute proves impossible or if an agreed-upon
mediation outcome cannot be obtained by the members who are parties to the
dispute, the dispute may be submitted to arbitration in accordance with the
rules of the American Arbitration Association. Any party may commence
arbitration of the dispute by sending a written request for arbitration to all
other parties to the dispute. The request shall state the nature of the
dispute to be resolved by arbitration, and, if all parties to the dispute
agree to arbitration, arbitration shall be commenced as soon as practical
after such parties receive a copy of the written request. All parties shall
initially share the cost of arbitration, but the prevailing party or parties
may be awarded attorney fees, costs and other expenses of arbitration.
All arbitration decisions shall be final, binding and conclusive on all the
parties to arbitration, and legal judgment may be entered based upon
such decision in accordance with applicable law in any court
having jurisdiction to do so.
(6) Governing Law: This Agreement shall be governed by, and
interpreted an enforced in accordance with, the substantive laws of the
State in which the LLC was formed, without reference to the conflicts of law
rules of that or any other jurisdiction.
(7) Entire Agreement: This operating agreement represents the entire
agreement among the members of this LLC, and it shall not be amended,
modified or replaced except by a written instrument executed by all the parties to
this agreement who are current members of this LLC as well as any and
all additional parties who became members of this LLC after the adoption
of this agreement. This agreement replaces and supersedes all prior written
and oral agreements among any and all members of this LLC.
(8) Severability: If any provision of this agreement is determined by a
court or arbitrator to be invalid, unenforceable or otherwise ineffective,
that provision shall be severed from the rest of this agreement, and the
remaining provisions shall remain in effect and enforceable.
VIII. SIGNATURES OF MEMBERS
Execution of Agreement: In witness whereof, the members of this
LLC sign and adopt this agreement as the operating agreement of this
LLC

MilkMan66
3/17/2955