LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION
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LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION
ARTICLES OF ORGANIZATION
OF
*
AN ARIZONA LIMITED LIABILITY COMPANY
The undersigned hereby form
a limited liability company ("LLC") under the Arizona Limited Liability
Company Act and hereby adopt the following Articles of Organization of the
LLC:
1. The name of the LLC is: "" (hereinafter,
"Company").
2. The address of the registered office of
the Company is:
3. The name and address of the agent for
service of process on the Company is:
4. There is or will be at least one (1)
member of the Company at the time the Company is formed.
5. The duration of the Company shall be
thirty (30) years from the date of filing these Articles of Organization
with the Arizona Corporation Commission.
6. The latest date on which the Company is
to dissolve is:
[7. Management of the limited liability
company is vested in a manager or managers.
8. The name and address of each person who
is a manager of the Company at the time of its formation is:
9. The name and address of each member of
the Company who owns a twenty percent (20%) or greater interest in the
capital or profits of the Company is:
or]
[10. Management of the limited liability
company is reserved to the members.]
11. The name and address of each person who
is a member of the Company at the time of its formation is:
12. The Company shall have all powers that
may be held by limited liability companies under the laws of the State of
Arizona as they may be amended from time to time.
13. The purpose for which the Company is
organized is the transaction of any or all lawful business for which
limited liability companies may be organized under the laws of the State
of Arizona as they may be amended from time to time.
14. No manager or advisory manager shall be
personally liable to the Company or the members for monetary damages for
any breach of fiduciary duty by such person as a manager, whether acting
in his capacity as a member of a board of managers or a committee thereof,
provided, however, that to the extent provided by applicable law this
provision shall not eliminate or limit liability of such manager (i) for
any breach of the manager's duty of loyalty to the Company or the members,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for authorizing the
unlawful payment of a dividend or other distribution on the Company's
membership interests or the unlawful purchase of its membership interests,
or (iv) for any transaction from which such manager derived an improper
personal benefit. No amendment to or repeal of this provision shall apply
to or have any effect on the liability or alleged liability of any member
or advisory member of the Company for or with respect to any acts or
omissions of such member occurring prior to such amendment or repeal.
15. The members shall enter into an
Operating Agreement which relates to the business of the Company, the
conduct of its affairs, its rights or powers and the rights or powers of
its members, managers, officers, employees or agents.
IN WITNESS WHEREOF, we the undersigned
organizers have set our hands on the date indicated below.
Date: ______________ Signature:
_____________________
Date: ______________ Signature:
_____________________ |
