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Online Operating Agreement
"I need an Online Operating Agreement for a three-member tech startup LLC based in Delaware, with specific provisions for remote voting and virtual meetings, as we'll be operating entirely digitally from January 2025."
1. Parties: Identifies all members of the LLC and their contact information
2. Background: States the purpose of forming the LLC and the intent to operate under this agreement
3. Definitions: Defines key terms used throughout the agreement
4. Formation and Name: Details of LLC formation, name, and registered office
5. Purpose and Powers: Describes the LLC's business purpose and authorized activities
6. Membership Interests: Outlines initial capital contributions and ownership percentages
7. Management Structure: Specifies whether the LLC is member-managed or manager-managed
8. Meetings and Voting: Procedures for member meetings and voting, including online voting protocols
9. Capital Accounts: Rules for maintaining and adjusting capital accounts
10. Allocations and Distributions: How profits, losses, and distributions are handled
11. Transfer Restrictions: Rules regarding transfer of membership interests
12. Dissolution: Circumstances and procedures for dissolving the LLC
13. Electronic Communications: Protocols for online meetings, voting, and record-keeping
14. Amendment Procedures: Process for modifying the agreement
15. Governing Law: Specifies applicable state law and jurisdiction
1. Buy-Sell Provisions: Detailed procedures for buying out members' interests in specific situations
2. Intellectual Property Rights: Provisions regarding ownership and use of LLC's intellectual property
3. Non-Compete Clauses: Restrictions on members' competitive activities
4. Data Privacy and Security: Specific provisions for handling sensitive data and maintaining cybersecurity
5. International Operations: Additional provisions for LLCs operating across borders
6. Special Allocations: Complex profit/loss allocation arrangements different from ownership percentages
7. Emergency Procedures: Protocols for decision-making during emergencies or disruptions
8. Alternative Dispute Resolution: Mediation or arbitration procedures for conflict resolution
1. Schedule A - Member Information: Detailed member information including contact details and initial capital contributions
2. Schedule B - Capital Contributions: Itemized list of all member contributions, including valuations of non-cash contributions
3. Schedule C - Membership Interests: Current ownership percentages and voting rights
4. Schedule D - Management Structure: Organizational chart and management responsibilities
5. Appendix 1 - Electronic Voting Procedures: Detailed procedures for conducting online votes and maintaining voting records
6. Appendix 2 - Digital Meeting Protocol: Technical requirements and procedures for online meetings
7. Appendix 3 - Cybersecurity Standards: Required security measures for electronic communications and data storage
Authors
Articles of Organization
Capital Account
Capital Contribution
Company
Digital Platform
Digital Signature
Distributable Cash
Electronic Communication
Electronic Meeting
Electronic Notice
Electronic Record
Electronic Voting System
Fiscal Year
Initial Capital Contribution
Interest
LLC
Manager
Member
Membership Interest
Multi-Factor Authentication
Net Profits
Net Losses
Online Platform
Operating Agreement
Percentage Interest
Permitted Transfer
Prohibited Transfer
Quorum
Registered Agent
Secure Electronic Communication
State
Super Majority Vote
Tax Matters Partner
Transfer
Treasury Regulations
Unit
User Authentication
Virtual Meeting
Voting Rights
Membership
Capital Contributions
Profit and Loss Allocation
Distributions
Management Rights
Voting Rights
Transfer Restrictions
Electronic Communications
Digital Security
Confidentiality
Intellectual Property
Meeting Procedures
Record Keeping
Dissolution
Amendment
Dispute Resolution
Governing Law
Electronic Signatures
Data Privacy
Access Rights
Withdrawal Rights
Non-Competition
Indemnification
Force Majeure
Assignment
Severability
Notices
Integration
Tax Matters
Technology
E-commerce
Digital Services
Professional Services
Consulting
Software Development
Online Retail
Digital Marketing
Financial Technology
Cloud Services
Healthcare Technology
Education Technology
Remote Services
Digital Entertainment
Online Media
Legal
Operations
Information Technology
Compliance
Risk Management
Executive Leadership
Corporate Governance
Digital Operations
Administrative
Finance
CEO
Business Owner
LLC Member
Managing Partner
Legal Counsel
Corporate Attorney
Business Development Manager
Operations Director
Compliance Officer
IT Director
Chief Technology Officer
System Administrator
Digital Operations Manager
Chief Financial Officer
Company Secretary
Risk Manager
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