Operating Agreement of Indigo Printz LLC
This Operating Agreement (“Agreement”) is entered into as of [Date], by and among the sole member listed below (“Member”) for the purpose of governing the affairs and operations of Indigo Printz LLC, a Limited Liability Company (“Company”) organized under the laws of the State of [State].
1. Formation
1.1 Name – The name of the Company is Indigo Printz LLC.
1.2 Formation – The Company was formed as a limited liability company pursuant to the laws of the State of [State].
1.3 Principal Office – The principal office of the Company shall be [Address], or such other location as the Member may determine.
1.4 Term – The Company shall continue until dissolved in accordance with this Agreement.
2. Member
2.1 Sole Member – The sole initial Member of the Company is:
Gabriel Collom – 100% ownership
2.2 Additional Members – Additional members may be admitted with written consent of Members holding at least 3% ownership or as otherwise agreed in writing.
3. Purpose
The purpose of the Company is to engage in any lawful business activity permitted under the laws of the State of [State], including but not limited to content production, community building, and related business activities.
4. Capital Contributions
4.1 Initial Contributions – The sole Member may contribute cash, property, or services to the Company.
4.2 Additional Contributions – Investors or VIP subscribers may contribute cash, property, or services. Any contribution by additional members shall be documented in writing and reflected in their ownership percentage.
4.3 No Obligation – Members are not obligated to make additional contributions beyond what is agreed in writing.
5. Ownership, Profits & Losses
5.1 Ownership Percentage – Profits, losses, and distributions shall generally match ownership percentages unless otherwise adjusted by written agreement.
5.2 Control – Ultimate control over profit allocation, loss rectification, and financial decisions resides with the owner-operator.
6. Management
6.1 Member-Managed – The Company shall be member-managed, and any member holding 3% or more ownership may participate in management.
6.2 Voting – Decisions may be made by majority, supermajority, or unanimous vote, depending on the significance of the matter, as detailed in the attached Schedule A (Decision Matrix).
6.3 Authority – The Member-operator has final authority to approve or rectify financial and operational matters.
7. Meetings & Voting
7.1 Meetings – Meetings may be held in person, by phone, or electronically.
7.2 Notice – Notice of meetings shall be provided via email or postal correspondence at least [X] days prior.
7.3 Voting Rights – Each member’s vote is proportional to their ownership percentage.
8. Transfer of Membership Interests
8.1 Voluntary Transfer – A member wishing to sell or leave must submit typed notice via email or postal mail, specifying the intended date of transfer.
8.2 Right of First Refusal – The Company or remaining members have the right to approve, purchase, or reject the transfer per agreed terms.
8.3 Approval – Any transfer must be approved by Members holding a majority ownership unless otherwise agreed.
9. Dispute Resolution
9.1 Good Faith Negotiation – Members shall attempt to resolve disputes informally in good faith.
9.2 Mediation – If informal resolution fails, disputes shall be submitted to mediation before a mutually agreed mediator.
9.3 Arbitration – Any unresolved disputes may be submitted to binding arbitration in accordance with the rules of the American Arbitration Association or another agreed body.
10. Dissolution
10.1 Events of Dissolution – The Company may be dissolved upon:
Written consent of Members holding 100% ownership,
Entry of a decree of judicial dissolution, or
Other events required by law.
10.2 Winding Up – Upon dissolution, the Company shall pay debts, return member contributions, and distribute remaining assets per ownership percentages, subject to the owner-operator’s rectification authority.
11. Miscellaneous
11.1 Amendments – This Agreement may be amended only by written agreement signed by Members holding at least 75% ownership, unless otherwise specified.
11.2 Governing Law – This Agreement shall be governed by and construed under the laws of the State of [State].
11.3 Severability – If any provision is invalid, it shall not affect the remainder of this Agreement.
11.4 Entire Agreement – This document constitutes the entire agreement among the Members.
IN WITNESS WHEREOF, the undersigned have executed this Operating
Agreement as of the date first written above.
Member:
Gabriel Collom, Sole Member