ARTICLES OF ORGANIZATION

OF

______________________, LLC

 

The undersigned hereby submit these Articles of Organization for the purpose of forming a limited liability company under the laws of the State of ________________.

 

1.      The name of the limited liability company is _______________________, LLC.

 

2.      The latest date on which the limited liability company is to dissolve is _________.

 

3.      The names and addresses of each organizer executing these Articles of Organization are:

 

_____________________________________________

Name and Address

 

_____________________________________________

Name and Address

 

_____________________________________________

Name and Address

 

4.      The street address of the initial registered office of the limited liability company in the State of ________________________is ________________________________, and the name of its initial registered agent at such address is _____________________.

 

5.      All of the members, by virtue of their status as members, shall be managers of this limited liability company.

 

6.      Except as provided in ____________________________________ (State Statute) the members of this limited liability company shall not be managers by virtue of their status as members. 

 

7.      No person who is serving or who has served as a manager of the limited liability company shall be personally liable to the limited liability company or any of its members for monetary damages for breach of duty as a manager, except for liability with respect to (i) acts or omissions that the manager at the time of such breach knew were clearly in conflict with best interests of the limited liability company, (ii) any transaction from which the manager derived an improper personal benefit, or (iii) acts or omissions with respect to which the ___________________ (State) Limited Liability Company Act does not permit the limitation of liability.  As used herein, the term "improper personal benefit" does not include a manager's reasonable compensation or other reasonable incidental benefit for or on account of his service as a manager, employee, independent contractor, attorney or consultant of the limited liability company.  No amendment or repeal of this article, nor the adoption of any provision to these Articles of Organization inconsistent with this article, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal or adoption.

 

8.      These articles will become effective upon filing with the___________________ (State) Department of the Secretary of State.

 

This the ________ day of _____________ (month), ______ (year). 

 

________________________________________

Organizer

________________________________________

Organizer