FORMATION & ORGANIZATION

This Operating Agreement ("Agreement") is adopted by the Member(s) of [llc_name] ("Company") for the purpose of organizing and governing the Company under the laws of the State of Vermont. The Articles of Organization / Certificate of Formation have been filed, and the Company is active.

OFFICES & AGENT: The principal place of business of the Company is located at [principal_address]. The Company's Registered Agent in the State of Vermont is [registered_agent_name], with an office address at [registered_agent_address].

MEMBERSHIP & CAPITAL STRUCTURE

SOLE MEMBER: The Company is organized as a single-member limited liability company. The sole owner and Member is [member_1_name], who holds 100% of the membership interest. The Member has made an initial capital contribution of $1 to the Company.

MANAGEMENT & DECISION MAKING

MEMBER-MANAGED: The Company shall be managed directly by the Member(s). The Member(s) shall participate in daily business decisions and have full authority to execute contracts, open bank accounts, borrow funds, and bind the Company in legal obligations. In multi-member structures, voting shall be calculated in proportion to membership percentages.

FINANCIALS, DISTRIBUTIONS & TAXES

ALLOCATIONS: Profits, losses, and distributions of the Company shall be allocated to the Members in proportion to their respective membership interest percentages. Distributions of net cash flow shall be made at such times and in such amounts as determined by the Management.

TAX CLASSIFICATION: For federal and state income tax purposes, the Company shall be classified as a Partnership (pass-through entity). The Management is authorized to file all required tax returns, and the fiscal year shall end on December 31.

LIMITATION OF LIABILITY

LIMITATION OF LIABILITY: No member, manager, employee, or agent of the Company shall be personally liable for any debts, obligations, or liabilities of the Company solely by reason of being a member or manager.

DISSOLUTION & WINDING UP

DISSOLUTION: The Company shall dissolve only upon the unanimous written consent of all Members, or upon the entry of a judicial decree of dissolution. Upon dissolution, the assets of the Company shall be liquidated, debts shall be paid, and any remaining proceeds shall be distributed to the Members in proportion to their ownership interests.

GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Vermont.

This Agreement constitutes the entire agreement among the Members and overrides all default statutory rules not strictly mandatory under the laws of Vermont.