Loading...
HomeMy WebLinkAboutSIGNED Operating Agreement_Apex Development LLC_AMENDED 2016-03-24 OPERATING AGREEMENT APEX DEVELOPMENT, LLC (Single Member-Managed Washington Limited Liability Company) The following document is the operating agreement of: APEX DEVELOPMENT, LLC hereafter referred to in this document as “The Company.” Formation: The Company was formed on February 15, 2016, when the Certificate of Formation was executed and filed with the office of the Washington Secretary of State in accordance with and pursuant to the Washington Limited Liability Company Act, Chapter 25.15 of the Revised Code of Washington (“the Act”)1. A copy of this document has been placed in The Company record book. All members of The Company hereby agree with its provisions. The Company will be managed by its member(s). Company Purpose: (A) To carry on any lawful business or activity which may be conducted by a limited liability company organized under the Act; and (B) To exercise all other powers necessary to or reasonably connected with the Company’s business which may be legally exercised by a Limited Liability Company under the Act. AGREEMENTS: 1. FORMATION Date effective: February 15, 2016 Duration. The Company will exist until dissolved as provided in this agreement. Principal Office. The Company’s principal office will initially be at: 521 Stadium Place S #2005, Seattle, WA 98104 Mailing Address. The Company’s mailing address will be 521 Stadium Place S #2005, Seattle, WA 98104. Ownership Percentage. The Company shall be owned 100% by the sole member: Philmon Negusse 1 “Act” means the Washington Limited Liability Company Act, Chapter 25.15 of the Revised Code of Washington, as it may be amended from time to time. DocuSign Envelope ID: FC3DF649-94BE-4BD6-BF59-F1ABE96960A5 Designated Office and Agent for Service of Process. The Company’s registered agent, as described in the Certificate of Formation, is Philmon Negusse, and the registered office of the limited liability company is 521 Stadium Pl S Apt #2005, Seattle, WA 98104. The Company’s designated office and its agent for service of process may only be changed by filing notice of the change with the Secretary of State of the state in which the articles of organization of the Company were filed. Purposes and Powers. The Company is formed for the purpose of engaging in any lawful business that a limited liability company may engage in under the Act. The Company has the power to do all things necessary, incident, or in furtherance of that business. Its main business will be: Real Estate Holding. Title to Assets. Title to all assets of the Company will be held in the name of the Company. The Member does not have any right to the assets of the Company or any ownership interest in those assets except indirectly as a result of the Member’s ownership of an interest in the Company. Meetings. At this time, the Company does not have scheduled meetings, but it may provide for such scheduled meetings upon the approval of a majority of members. A special meeting may be requested by a member at any time either verbally or in writing. The member making this call for a meeting shall provide a proposed date and time for the meeting. Agreement to have a meeting can be expressed by the members either orally or in writing. If any member cannot attend the meeting, then the member(s) unable to attend shall propose an alternative date and time for the meeting. 2. MEMBER Name and Address. The name and address of the sole member of the Company is: Philmon Negusse 521 Stadium Place S #2005 Seattle, WA 98104 Termination of Member's Interest. The Member will cease to be a member of the Company upon the Member's death, incompetency, or bankruptcy, or upon assignment of the Member's entire membership interest. Unless there are one or more other members of the Company, the person who is the holder of the Member's interest immediately after the Member ceases to be a member will become a member. If there are one or more other members of the Company at the time the Member ceases to be a member, the person who is the holder of the Member's interest immediately after the Member ceases to be a member will become a member only with the consent of the other member or members. Additional Members. Except for the holder of a member's interest who becomes a member under the provisions of the section of this agreement relating to termination of member's interest, DocuSign Envelope ID: FC3DF649-94BE-4BD6-BF59-F1ABE96960A5 additional members of the Company may be admitted only by written agreement of the Member and the additional members. Authority. Philmon Negusse is authorized to sign contracts on behalf of the Company. Such contracts shall bind the Company. 3. CAPITAL & ASSETS Initial Contribution. The initial contribution of the Member is services and expertise of Member Philmon Negusse in real estate acquisition. Additional Contributions. Except as otherwise provided in the Act, the Member is not required to contribute additional capital or property to the Company. But the Member may make additional capital contributions to the Company from time to time as the Member wishes. No Interest on Capital Contributions. No interest will be paid on capital contributions. Capital Account. A capital account will be maintained for the Member. The Member's capital account will be credited with all capital contributions made by the Member and with all income and gain (including any income exempt from federal income tax) of the Company, and the Member’s capital account will be charged with the amount of all distributions made to the Member and with all losses and deductions (including deductions attributable to tax-exempt income) of the Company. Property. Title to all property purchased or leased for The Company shall be titled in the name of The Company. Officers are hereby granted authority lease equipment on behalf of The Company in due course of business. 4. PROFITS AND LOSSES AND DISTRIBUTIONS Profits and Losses. The entire net profit or net loss of the Company for each fiscal year will be allocated to the Member and must be reported by the Member on all federal, state, and local income and other tax returns required to be filed by the Member. Distributions. Subject to the restrictions governing distributions under the Act, distributions of cash or property may be made from time to time by the Company to the Member, as the Member directs. But the assets of the Company may not be used to pay the separate expenses of the Member, to make personal investments for the account of the Member, or for any other purpose not related to the business of the Company. 5. ADMINISTRATION OF COMPANY BUSINESS DocuSign Envelope ID: FC3DF649-94BE-4BD6-BF59-F1ABE96960A5 Management. The Member has the sole right to manage and conduct the Company’s business. Actions by the Member relating to the management of the Company may be memorialized in written resolutions signed by the Member, but written resolutions are not required to authorize action by the Member. Authority of Member. The Member is the agent of the Company and has authority to bind the Company on all matters. The authority of the Member includes, without limitation, the authority to: (a) sell, lease, exchange, mortgage, pledge, or otherwise transfer or dispose of all or substantially all of the property or assets of the Company; (b) merge the Company with any other entity; (c) amend the articles of organization of the Company or this agreement; (d) change the nature of the business of the Company; or (e) commence a voluntary bankruptcy case for the Company. Compensation and Reimbursement. The Member is not entitled to the payment of any salary or other compensation for services provided to the Company. The Member is, however, entitled to reimbursement from the Company for reasonable expenses incurred on behalf of the Company, including expenses incurred in the formation, dissolution, and liquidation of the Company. 6. ACCOUNTING AND RECORDS Books and Records. The Company may keep such books and records relating to the operation of the Company as are appropriate and adequate for the Company's business. The books and records are to be available for inspection by the Member at the principal office of the Company. Separate Accounts. The funds, assets, properties, and accounts of the Company must be maintained separately, and may not be commingled with those of the Member or any other person. Tax Classification. The Company shall be taxed as a Limited Liability Company. Accounting - The Company shall have a tax year beginning January 1 and ending December 31 of each year. Accordingly, The Company shall be known as a calendar year taxpayer. The books of The Company shall be maintained on a cash basis with income being recognized when it is received, and expenses recognized when they are paid. 7. DISSOLUTION AND WINDING UP Events of Dissolution. The Company will dissolve upon the earlier of (a) approval of dissolution by the Member or (b) such time as the Company has no members. Neither the death, incompetency, or bankruptcy of the Member nor the assignment of the Member's entire membership interest will dissolve the Company. DocuSign Envelope ID: FC3DF649-94BE-4BD6-BF59-F1ABE96960A5 Winding Up and Liquidation. Upon the dissolution of the Company, the affairs of the Company must be wound up by the Member. If the affairs of the Company are to be wound up, a full account must be taken of the assets and liabilities of the Company, and the assets of the Company must then be promptly liquidated. The proceeds must first be paid to creditors of the Company in satisfaction of all liabilities and obligations of the Company, including, to the extent permitted by law, liabilities and obligations owed to the Member as a creditor. Any remaining proceeds may then be distributed to the Member. Property of the Company may be distributed in kind in the process of winding up and liquidation. Negative Capital Account. If the Member has a negative balance in the Member's capital account upon liquidation of the Company, the Member will have no obligation to make any contribution to the capital of the Company to make up the deficit, and the deficit will not be considered a debt owed to the Company or any other person for any purpose. 8. INDEMNIFICATION AND LIABILITY LIMITATION Indemnification. The Company must indemnify the Member to the fullest extent permissible under the law of the state in which the articles of organization of the Company have been filed, as the same exists or may hereafter be amended, against all liability, loss, and costs (including, without limitation, attorneys’ fees) incurred or suffered by the Member by reason of or arising from the fact that the Member is or was a member of the Company, or is or was serving at the request of the Company as a manager, member, director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, benefit plan, or other enterprise. The Company may, by action of the Member, provide indemnification to employees and agents of the Company who are not members. The indemnification provided in this section will not be exclusive of any other rights to which any person may be entitled under any statute, agreement, resolution of the Member, contract, or otherwise. Limitation of Liability. The Member is not liable to the Company for monetary damages resulting from the Member’s conduct except to the extent that the Act, as it now exists or may be amended in the future, prohibits the elimination or limitation of liability of members of limited liability companies. No repeal or amendment of this section or of the Act will adversely affect any right or protection of the Member for actions or omissions prior to the repeal or amendment. 9. MISCELLANEOUS PROVISIONS Amendment. The Member may amend or repeal all or part of this agreement by written instrument. Governing Law. This agreement will be governed by the law of the State of Washington. Severability. If any provision of this agreement is invalid or unenforceable, it will not affect the remaining provisions. DocuSign Envelope ID: FC3DF649-94BE-4BD6-BF59-F1ABE96960A5 IN WITNESS WHEREOF, the undersigned have executed this Agreement, to be effective as of the date the Articles of Organization of the Company are accepted for filing by the Secretary of State. Dated: ________________________________ By: ________________________________ Philmon Negusse Sole Member DocuSign Envelope ID: FC3DF649-94BE-4BD6-BF59-F1ABE96960A5 3/24/2016 | 2:02 PM PT