LIMITED LIABILITY COMPANY
AMENDED OPERATING AGREEMENT
FOR
EQUAGEN PLLC
A North Carolina Limited Liability Company
ARTICLE I
Company Formation
1.1 FORMATION. The Members hereby form a Limited Liability Company (“Company”) subject to the provisions of the Limited Liability Company Act as currently in effect as of this date. Articles of Organization shall be filed with the Secretary of State.
1.2 NAME. The name of the Company shall be: Equagen PLLC
1.3 REGISTERED AGENT. The name and location of the registered agent of the Company shall be:
LEGALINC CORPORATE SERVICES
8480 HONEYCUTT ROAD, SUITE 200 #v295
RALEIGH, NC 27615
1.4 TERM. The Company shall continue for a perpetual period.
(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or
(b) Any event which makes it unlawful for the business of the Company to be carried on by the Members; or
(c) The death, resignation, expulsion, bankruptcy, retirement of a Member or the occurrence of any other event that terminates the continued membership of a Member of the Company; or
(d) Any other event causing dissolution of this Limited Liability Company under the laws of the State of North Carolina.
1.5 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.4, in the event of an occurrence described in ARTICLE 1.4(c), if there are at least two remaining Members, said remaining Members shall have the right to continue the business of the Company. Such right can be exercised only by the unanimous vote of the remaining Members within ninety (90) days after the occurrence of an event described in ARTICLE 1.4(c). If not so exercised, the right of the Members to continue the business of the Company shall expire.
1.6 BUSINESS PURPOSE. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be formed under the Limited Liability Statutes of the State of North Carolina.
1.7 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Company shall be:
121 Edinburgh South Dr
Cary, NC 27511
Principal place of business may be changed at a location the Managing Members from time to time select.
1.8 THE MEMBERS. The name and place of residence of each member are contained in Exhibit 2 attached to this Agreement.
1.9 ADMISSION OF ADDITIONAL MEMBERS. Except as otherwise expressly provided in the Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company, without the prior written consent of the at least fifty-one (51) percent of the Members.
ARTICLE II
Capital Contributions
2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital.
2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be obligated to make any additional contribution to the Company’s capital.
ARTICLE III
Profits, Losses and Distributions
3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company’s net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member’s relative capital interest in the Company as set forth in Exhibit 2 as amended from time to time in accordance with Treasury Regulation 1.704-1.
3.2 DISTRIBUTIONS. The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managing Member. Distributions in liquidation of the Company or in liquidation of a Member’s interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
ARTICLE IV
Management
4.1 MANAGEMENT OF THE BUSINESS. The name and place of residence of each Managing Member is attached as Exhibit 1 of this Agreement. By a vote of the Members holding a majority of the capital interests in the Company, as set forth in Exhibit 2 as amended from time to time, shall elect so many Managing Members as the Members determine, but no fewer than one. The elected Managing Member(s) may either be a Member or Non-Member.
4.2 MEMBERS. The liability of the Members shall be limited as provided pursuant to applicable law. Members that are not Managing Member shall take no part whatever in the control, management, direction, or operation of the Company’s affairs and shall have no power to bind the Company. The Managing Member may from time to time seek advice from the Members, but they need not accept such advice, and at all times the Managing Member shall have the exclusive right to control and manage the Company. No Member shall be an agent of any other Member of the Company solely by reason of being a Member.
4.3 POWERS OF MANAGING MEMBER. The Managing Member is authorized on the Company’s behalf to make all decisions as to (a) the sale, development lease or other disposition of the Company’s assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company’s assets; (d) the borrowing of money and the granting of security interests in the Company’s assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company’s assets; (f ) the compromise or release of any of the Company’s claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the company’s business. In the exercise of their management powers, the Managing Member is authorized to execute and deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company’s assets; (b) all checks, drafts and other orders for the payment of the Company’s funds; (c) all promissory notes, loans, security agreements and other similar documents; and, (d) all other instruments of any other kind relating to the Company’s affairs, whether like or unlike the foregoing.
4.5 NOMINEE. Title to the Company’s assets shall be held in the Company’s name or in the name of any nominee that the Managing Member may designate. The Managing Member shall have power to enter into a nominee agreement with any such person, and such agreement may contain provisions indemnifying the nominee, except for his willful misconduct.
4.6 COMPANY INFORMATION. Upon request, the Managing Member shall supply to any member information regarding the Company or its activities. Each Member or his authorized representative shall have access to and may inspect and copy all books, records and materials in the Managing Member’s possession regarding the Company or its activities. The exercise of the rights contained in this ARTICLE 4.6 shall be at the requesting Member’s expense.
4.7 EXCULPATION & INDEMNIFICATION. Any act or omission of the Managing Member, the effect of which may cause or result in loss or damage to the Company or the Members if done in good faith to promote the best interests of the Company, shall not subject the Managing Member to any liability to the Members.
The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Managing Member, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “no lo Contendere” or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.
4.8 FURTHERANCE OF PURPOSE. Since the purpose of the company is to attain work from the United States military services, the Managing Member is instructed to apply for all government certifications and clearances required to facilitate the long term success of the company. These include, but are not limited to Small Business Administration (8a Business Development Program), Government Services Administration and Department of Defense certifications and clearances. The Members are further instructed to maintain compliance with any and all of these programs.
4.9 RECORDS. The Managing Member shall cause the Company to keep at its principal place of business the following:
(a) a current list in alphabetical order of the full name and the last known street address of each Member;
(b) a copy of the Certificate of Formation and the Company Operating Agreement and all amendments;
(c) copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years;
(d) copies of any financial statements of the limited liability company for the three most recent years.
ARTICLE V
Officers
5.1 OFFICERS. The officers of the LLC shall include a President, or officers with different titles that perform the duties of these offices as described in Sections 2 through 4 of this Article.
5.2 PRESIDENT. The president shall, subject to the direction and control of the managing member, have general supervision, direction, and control of the day-to-day business and affairs of the LLC. He or she shall have the general powers and duties of management usually vested in the office of president or chief executive officer of a LLC and shall have such other powers and duties as may from time to time be prescribed by the managing member or this operating agreement.
5.3 REMOVAL AND RESIGNATION. An officer may be removed at any time, either with or without cause, by written notification of removal by the managing member. An officer may resign at any time upon written notice to the LLC given to the managing member, or the president. Any such resignation shall take effect at the date of receipt of such notice or at any other time specified therein. The removal or resignation of an officer shall be without prejudice to the rights, if any, of the officer or the LLC under any contract of employment to which the officer is a party.
ARTICLE VI
Compensation
6.1 MANAGEMENT FEE. Any Managing Member rendering services to the Company shall be entitled to compensation commensurate with the value of such services.
6.2 REIMBURSEMENT. The Company shall reimburse the Managing Member or Members for all direct out-of-pocket expenses incurred by them in managing the Company.
ARTICLE VII
Bookkeeping
7.1 BOOKS. The Managing Member shall maintain complete and accurate books of account of the Company’s affairs at the Company’s principal place of business. Such books shall be kept on such method of accounting as the Managing Member shall select. The company’s accounting period shall be the calendar year.
7.2 MEMBER’S ACCOUNTS. The Managing Member shall maintain separate capital and distribution accounts for each member. Each member’s capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and shall consist of his initial capital contribution increased by:
(a) any additional capital contribution made by him/her;
(b) credit balances transferred from his distribution account to his capital account;
and decreased by:
(a) distributions to him/her in reduction of Company capital;
(b) the Member’s share of Company losses if charged to his/her capital account.
7.3 REPORTS. The Managing Member shall close the books of account after the close of each calendar year, and shall prepare and send to each member a statement of such Member’s distributive share of income and expense for income tax reporting purposes.
ARTICLE VIII
Transfers
8.1 ASSIGNMENT. If at any time a Member proposes to sell, assign or otherwise dispose of all or any part of his interest in the Company, such Member shall first make a written offer to sell such interest to the other Members at a price determined by mutual agreement. If such other Members decline or fail to elect such interest within thirty (30) days, and if the sale or assignment is made and the Members fail to approve this sale or assignment unanimously then, pursuant to the applicable law, the purchaser or assignee shall have no right to participate in the management of the business and affairs of the Company. The purchaser or assignee shall only be entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled.
8.2 AMENDMENT OF OPERATING AGREEMENT. This agreement may be amended by, and only by, a written resolution setting forth in detail the amendment and signed by sufficient Member(s) who represent a majority interest of the LLC.
CERTIFICATE OF FORMATION
This Company Amended Operating Agreement is entered into and shall become effective as of the Effective Date by and among the Company and the persons executing this Agreement as Members. It is the Members express intention to create a limited liability company in accordance with applicable law, as currently written or subsequently amended or redrafted.
The undersigned hereby agree, acknowledge, and certify that the foregoing operating agreement is adopted and approved by each member, the agreement consisting of _10_ pages, constitutes, together with Exhibit 1, Exhibit 2 and Exhibit 3 the Amended Operating Agreement of Centro Resources adopted by the members as of January 1, 2019.
Members:
________________________________ Printed Name _Moti KC__ _______
Signature
Percent: _84_%
________________________________ Printed Name _Mark Woodby_____
Signature
Percent: _15_%
_________________________________ Printed Name _Pradeep Baral_____
Signature
Percent: _1__%
EXHIBIT 1
LIMITED LIABILITY COMPANY AMENDED OPERATING AGREEMENT
FOR
EQUAGEN PLLC
LISTING OF MANAGING MEMBERS
By a majority vote of the Members the following Managing Member was elected to operate the Company pursuant to ARTICLE 4 of the Agreement:
__________________________________________ Printed Name: Moti KCManaging Member 1825 Venezia WayApex, NC 27502 |
|
The above listed Managing Member(s) will serve in their capacities until they are removed for any reason by a majority vote of the Members as defined by ARTICLE 4 or upon their voluntary resignation.
Signed and Agreed this January 1, 2019
_____________________________ Printed Name __Moti KC________
Signature of Member
EXHIBIT 2
LIMITED LIABILITY COMPANY AMENDED OPERATING AGREEMENT
FOR
EQUAGEN PLLC
LISTING OF MEMBERS
As of the January 1, 2019 the following is a list of Members of the Company:
Name _Moti KC_____________________ Percent _84_%
Address __1825 Venezia Way Apex, NC 27502
Name _Mark Woodby__________________ Percent _15_%
Address __610 Holly Bush Rd, Jackson, MS 39047
Name__Pradeep Baral________________ Percent _1_%
Address __5602 Somerset Ave Westerville, OH 43082
Authorized by Member(s) to provide Member Listing as of January 1, 2019
_________________________________ __________________________________
Signature of Member Signature of Member
EXHIBIT 3
LIMITED LIABILITY COMPANY AMENDED OPERATING AGREEMENT
FOR
EQUAGEN PLLC
LISTING OF OFFICERS
President – Moti KC
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