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Establishes the Company’s purpose to conduct lawful business under Georgia law and adopts the Company’s articles filed with the Georgia Secretary of State. Defines key terms used throughout the agreement, including Agreement, Capital Account, Capital Contribution, Exhibits, Member, Membership Interest, Ownership Interest, and related concepts. 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It is dated as of the date set forth on the signature page of the agreement.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What is the Company’s purpose under this Operating Agreement?",{"text":114,"@type":110},"The purpose is to conduct any lawful business for which Georgia limited liability companies may be organized under the laws of the State of Georgia.",{"name":116,"@type":107,"acceptedAnswer":117},"Are Members required to make additional capital contributions after formation?",{"text":118,"@type":110},"Members are not obligated to make additional capital contributions unless all Members unanimously agree. 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The Members have formed the Company as a Georgia limited liability company under the Georgia Limited Liability Company Act. The purpose of the Company is to conduct any lawful business for which limited liability companies maybe organized under the laws of the state of Georgia. The Members hereby adopt and approve the articles of organization of the Company filed with the Georgia Secretary of State.  \nB. The Members enter into this Agreement to provide for the governance of the Company and the conduct of its business, and to specify their relative rights and obligations.  \nARTICLE 1: DEFINITIONS  \nCapitalized terms used in this Agreement have the meanings specified in this Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set forth in the Georgia Limited Liability Company Act.  \n“Agreement” means this Operating Agreement of the Company, as may beamended from time to time.  \n“Capital Account” means, with respect to any Member, an account consisting of such Member’s Capital Contribution,(1) increased by such Member’s allocated share of  \nincome and gain,(2) decreased by such Member’s share of losses and deductions,(3) decreased by any distributions made by the Company to such Member, and  \n(4) otherwise adjusted as required in accordance with applicable tax laws.  \n“Capital Contribution” means, with respect to any Member, the total value of (1) cash and the fair market value of property other than cash and (2) services that are contributed and/or agreed to be contributed to the Company by such Member, as listed  \non Exhibit A, as may be updated from time to time according to the terms of this Agreement.  \n“Exhibit” means a document attached to this Agreement labeled as “Exhibit A,”“Exhibit B,” and so forth, as such document may be amended, updated, or replaced from time to time according to the terms of this Agreement.  \n“Member” means each Person who acquires Membership Interest pursuant to this Agreement. The Members are listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement. Each Member has the rights and obligations specified in this Agreement.  \n“Membership Interest” means the entire ownership interest of a Member in the Company at any particular time, including the right to any and all benefits to which a Member may be entitled as provided in this Agreement and under the Georgia Limited Liability Company Act, together with the obligations of the Member to comply with all of the terms and provisions of this Agreement.  \n“Ownership Interest” means the Percentage Interest or Units, as applicable, based on the manner in which relative ownership of the Company is divided.  \n“Percentage Interest” means the percentage of ownership in the Company that, with respect to each Member, entitles the Member to a Membership Interest and is expressed as either:  \nA. If ownership in the Company is expressed in terms of percentage, the percentage set forth opposite the name of each Member on Exhibit A, as may be adjusted from time to time pursuant to this Agreement; or  \nB. If ownership in the Company is expressed in Units, the ratio, expressed asa percentage, of:  \n(1) the number of Units owned by the Member (expressed as “MU” in the equation below) divided by  \n(2) the total number of Units owned by all of the Members of the Company (expressed as “TU” in the equation below) . Percentage Interest = MTUU  \n“Person” means an individual (natural person), partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.  \n“Units” mean, if ownership in the Company is expressed in Units, units of ownershi","cbCaiaEeGy5RKQdj","https://ap.wps.com/l/cbCaiaEeGy5RKQdj","pdf",114133,"English","# Operating Agreement\n## Article 1: Definitions\n## Article 2: Capital Contributions, Additional Members, Capital Accounts and Limited Liability","[{\"question\":\"Who is the Operating Agreement entered into by, and when does it take effect?\",\"answer\":\"The agreement is entered into by the Members listed on Exhibit A. It is dated as of the date set forth on the signature page of the agreement.\"},{\"question\":\"What is the Company’s purpose under this Operating Agreement?\",\"answer\":\"The purpose is to conduct any lawful business for which Georgia limited liability companies may be organized under the laws of the State of Georgia.\"},{\"question\":\"Are Members required to make additional capital contributions after formation?\",\"answer\":\"Members are not obligated to make additional capital contributions unless all Members unanimously agree. If unanimously agreed in writing, additional contributions may be made on a pro rata basis or as otherwise unanimously agreed.\"}]","WXYZ Company, LLC - Operating Agreement | PDF",1789582637]