Organizational Resolutions for an LLC

ORGANIZATIONAL RESOLUTIONS
OF THE MEMBERS [MANAGERS]
OF
______________________________________ LLC
A CALIFORNIA LIMITED LIABILITY COMPANY

APPOINTMENT OF ACCOUNTANTS.

RESOLVED, that ____________________ are hereby appointed to serve as the independent public accountants of this limited liability company for the fiscal year ending ______________________.

APPOINTMENT OF OFFICERS.

RESOLVED, that the following persons are elected to the office(s) indicated next to their names to serve until their successor(s) shall be duly elected, unless he or she resigns, is removed from office or is otherwise disqualified from serving as an officer of this limited liability company, to take their respective office(s) immediately upon such appointment:

Office Name
President and Chief Executive Officer
Senior Vice President
Vice President
Secretary
Chief Financial Officer
Assistant Secretary
Assistant Treasurer

APPROVAL OF AGREEMENT

RESOLVED, that the form of ____________________ Agreement presented to the Member [Managers] [in the form of Exhibit _____] is hereby approved and the Members [Managers] [or officers] of this limited liability company are, and each individually is, authorized and instructed, for and in the name of this limited liability company, to execute and deliver such Agreement in substantially the form [that was presented to the Members [Managers]] [as set forth on Exhibit _____], with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

RESOLVED, FURTHER, that the Members [Managers] [or officers] of this limited liability company be, and each acting alone is, hereby authorized, empowered and directed, for and on behalf of this limited liability company, to take or cause to be taken any and all actions, including, without limitation, the execution, acknowledgement, filing, amendment and delivery of any and all papers, agreements, documents, instruments and certificates, and the payment of such sums, as such officers may deem necessary or advisable to carry out and perform the obligations of this limited liability company under such Agreement and consummate the transactions contemplated therein.

SUBSTITUTION OF AGENT FOR SERVICE OF PROCESS

RESOLVED, that ____________________ is approved as this limited liability company's agent for service of process in California, substituting for this limited liability company's current agent for service of process.

RESOLVED FURTHER, that the Members [Managers] [or officers] of this limited liability company shall make such filings with the Secretary of State as shall be necessary to effect the substitution of this limited liability company's agent for service of process.

APPROVAL OF EMPLOYMENT AGREEMENT.

RESOLVED, that the Members [Managers] approve the terms of a proposed Employment Agreement between this limited liability company and ____________________.

RESOLVED FURTHER, that the Members [Managers] [or the President, Vice President or Chief Financial Officer] of this limited liability company are, and each acting alone is, hereby authorized to execute and deliver on behalf of this limited liability company the Employment Agreement substantially in the form attached hereto as Exhibit _____ with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

SALE OF MEMBERSHIP INTERESTS.

RESOLVED, that this limited liability company sell and issue membership interests to the persons and for the consideration set forth below; that the consideration for these membership interests shall be paid in full before their issuance and delivery and that such shall be deemed fully paid and nonassessable; that the Members [Managers] have determined that the consideration reflected below reflects fair value for the membership interests; and that the entire consideration shall be credited to the appropriate accounts as determined by the accountant [or Member [Manager] or Chief Financial Officer of] for this limited liability company.

RESOLVED FURTHER, that the Members [Managers] [or officers] of this limited liability company are, and each acting alone is, hereby authorized and directed to issue to each member of this limited liability company from time to time one or more membership interest certificates of this limited liability company representing such membership interest.

RESOLVED FURTHER, that it is contemplated that the offer and sale of this limited liability company's membership interests shall be exempt from qualification under the California Corporate Securities Law of 1968, and any other applicable state securities laws, and each Member [Manager] [or officer] of this limited liability company acting alone is authorized and directed to take all steps necessary or desirable to comply with the applicable legal requirements, including causing any required notice to be prepared, executed, and timely filed with the appropriate regulatory agency.

RESOLVED FURTHER, that it is contemplated that the offer and sale of this limited liability company's membership interests shall be exempt from the registration requirements of the federal Securities Act of 1933, as amended, pursuant to Section 4(2), Section 3(a)(11), or Regulation D of that Act, as may be applicable, and that each Member [Manager] [or officer] of this limited liability company is hereby authorized and directed to take all steps necessary or desirable to qualify under an applicable exemption, including the filing of any Form D with the Securities and Exchange Commission.

AMENDMENT OF ARTICLES OF ORGANIZATION

WHEREAS, it is hereby deemed to be advisable and in the best interests of this limited liability company and its members to amend and restate its Articles of Organization;

NOW, THEREFORE, BE IT RESOLVED, that, upon approval of the members of this limited liability company, the Articles of Organization shall be amended and restated in the form attached as Exhibit _____ hereto.

RESOLVED FURTHER, that the [Members, [Managers] or] Secretary of this limited liability company is hereby authorized and directed to solicit....