Sole Member
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Name: Michael Yuan
Date:
This Operating Agreement (this “Agreement”) of Galaxy Holdings, a TX limited liability company (the “Company”), is made and entered into effective as of by Michael Yuan, the sole member of the Company (the “Member”).
The Company was formed as a limited liability company under the laws of the State of TX upon the filing of its Articles of Organization with the Secretary of State of the State of TX. This Agreement governs the operation of the Company and the rights and obligations of the Member.
The name of the Company is Galaxy Holdings. The Company’s principal office is located at . The Company’s registered agent and registered office in the State of TX are at , or such other agent or office as the Member may designate.
The Company is organized to engage in any lawful business permitted under the laws of the State of TX. The Company’s initial business is described as follows:
The Company commenced on the date its Articles of Organization were filed and shall continue in perpetuity unless dissolved in accordance with this Agreement or applicable law.
The Member has contributed initial capital to the Company in the amount of . The Member is not obligated to make any additional capital contributions but may do so at the Member’s discretion. No interest shall accrue on any capital contribution.
The Company is member-managed. The Member has full, exclusive, and complete authority to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all acts customary or incident to the management of the Company’s business. The Member may appoint officers or managers to carry out the day-to-day operations of the Company.
Distributions of cash or other assets shall be made to the Member at such times and in such amounts as the Member determines, subject to the retention of reasonable reserves and to any restrictions imposed by applicable law. Because the Company has a single member, all profits, losses, and distributions are allocated entirely to the Member.
The parties intend that, for so long as the Company has a single member, it shall be disregarded as an entity separate from its owner for U.S. federal income tax purposes (a “disregarded entity”), and the Company’s income, gains, losses, deductions, and credits shall be reported on the Member’s tax return. The Member may elect to have the Company treated as an association taxable as a corporation by filing the appropriate election.
The Member shall not be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a member, except as otherwise required by applicable law. The Member’s liability shall be limited to the extent provided under the laws of the State of TX.
The Company shall indemnify the Member, and any officer or manager, to the fullest extent permitted by the laws of the State of TX against any loss, liability, or expense incurred by reason of any act or omission performed or omitted on behalf of the Company, except for acts constituting fraud, gross negligence, or willful misconduct.
The Company shall maintain complete and accurate books and records at its principal office. The Company’s fiscal year shall end on . The Company shall maintain a bank account or accounts in its own name, separate from the personal funds of the Member.
The Company shall be dissolved upon (a) the written election of the Member, (b) the entry of a decree of judicial dissolution, or (c) any event requiring dissolution under the laws of the State of TX. Upon dissolution, the Company’s assets shall be applied first to creditors, then to establish reserves, and the balance shall be distributed to the Member. Following winding up, the Member shall cause Articles of Dissolution to be filed.
This Agreement is governed by the laws of the State of TX, without regard to conflict-of-laws principles. This Agreement may be amended only by a writing signed by the Member and constitutes the entire agreement of the Member with respect to the Company.
IN WITNESS WHEREOF, the Member has executed this Agreement as of .
Name: Michael Yuan
Date: