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This Operating Agreement (this “Agreement”) of Galaxy Holdings, a TX limited liability company (the “Company”), is made and entered into effective as of by and among the persons listed as members on the signature pages and in Section 4 (each a “Member” and collectively the “Members”).
The Company was formed as a limited liability company under the laws of the State of TX. The Company is organized to engage in any lawful business permitted under such laws, and initially intends to:
The name of the Company is Galaxy Holdings, with its principal office at . The Company’s registered agent in the State of TX is at .
The Company commenced upon the filing of its Articles of Organization and shall continue perpetually unless dissolved under this Agreement or applicable law.
The Members, their initial capital contributions, and their percentage membership interests (each a “Percentage Interest”) are as follows:
| Member | Capital Contribution | Percentage Interest |
|---|---|---|
No Member shall be required to make additional capital contributions except as unanimously agreed in writing. No Member shall be entitled to interest on, or to the return of, any capital contribution except as provided in this Agreement.
The Company shall maintain a separate capital account for each Member in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Each capital account shall be increased by the Member’s contributions and allocated profits, and decreased by distributions and allocated losses.
Except as otherwise required by the Internal Revenue Code, net profits and net losses for each fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests. Allocations of tax items shall follow the allocations of the corresponding book items.
Distributions of available cash shall be made to the Members in proportion to their Percentage Interests, at such times and in such amounts as determined under Section 8, subject to the retention of reasonable reserves and to the limitations of applicable law. The Company shall use commercially reasonable efforts to distribute amounts sufficient to enable Members to pay taxes attributable to allocated income.
The Company shall be (member-managed or manager-managed). In a member-managed Company, the Members shall manage the business, with each act requiring the approval of Members holding a majority of the Percentage Interests, except that the following actions require unanimous consent: admitting a new Member, amending this Agreement, selling substantially all assets, incurring debt above , or dissolving the Company. In a manager-managed Company, the Members shall appoint one or more managers to conduct the day-to-day business.
Meetings of the Members may be called by any Member holding at least of the Percentage Interests. Members holding a majority of the Percentage Interests shall constitute a quorum. Members may act by written consent in lieu of a meeting and may participate by remote communication.
No Member may sell, assign, pledge, or otherwise transfer all or any part of its membership interest without first offering it to the Company and then to the other Members on the same terms (a right of first refusal), and without the prior written consent of Members holding a majority of the remaining Percentage Interests. Any purported transfer in violation of this Section shall be void.
Upon the death, disability, bankruptcy, withdrawal, or expulsion of a Member (a “Triggering Event”), the Company, and then the remaining Members, shall have the option to purchase the affected Member’s interest at its fair value, determined by mutual agreement or, failing agreement, by an independent appraiser. The purchase price may be paid in cash or in installments over a period not to exceed years with interest at a commercially reasonable rate.
The Company shall keep complete books and records at its principal office, available for inspection by any Member. The Company’s fiscal year shall end on . The Company shall be treated as a partnership for U.S. federal income tax purposes unless the Members elect otherwise. The Members shall designate a Partnership Representative under the Internal Revenue Code.
The Company shall be dissolved upon the unanimous written consent of the Members, the sale of substantially all of its assets, or as otherwise required by law. Upon dissolution, the Company’s assets shall be applied first to creditors, then to establish reserves, and the balance distributed to the Members in accordance with their positive capital account balances.
This Agreement is governed by the laws of the State of TX. It constitutes the entire agreement among the Members regarding the Company, may be amended only by a writing signed by Members holding the requisite Percentage Interests, and may be executed in counterparts, including by electronic signature.
IN WITNESS WHEREOF, the Members have executed this Agreement as of .
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