Free Operating Agreement Template

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Free Operating Agreement Template

Operating Agreement

This Corporation Operating Agreement (hereinafter referred to as the "Agreement") is entered into and effective as of January 1, 2066, by and among the following parties:

Nadette Ritchie, [YOUR COMPANY NAME], and any other named parties as listed herein (collectively, the "Shareholders").

I. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

  1. "Corporation" refers to [YOUR COMPANY NAME], a corporation organized and existing under the laws of the State of Oregon.

  2. "Shareholder" refers to any person or entity owning shares in the Corporation.

  3. "Board of Directors" refers to the governing body elected by the Shareholders to oversee the management of the Corporation.

  4. "Bylaws" refers to the rules and regulations adopted by the Corporation for its internal governance.

II. Purpose of the Corporation

The purpose of the Corporation is to engage in lawful business activities, including but not limited to the development, manufacturing, and distribution of renewable energy technologies, as determined by the Board of Directors and consistent with the laws of the State of Oregon.

III. Formation and Organization

1. Incorporation

The Corporation has been duly incorporated under the laws of the State of Oregon, and its Articles of Incorporation have been filed with the Secretary of State.

2. Principal Office

The principal office of the Corporation shall be located at [YOUR COMPANY ADDRESS], or such other place as designated by the Board of Directors.

3. Registered Agent

The Corporation's registered agent for service of process is Katherine Connel, located at Salem, OR 97301.

IV. Shareholders

1. Ownership of Shares

Ownership of the Corporation is divided into 10,000 shares of common stock. Each Shareholder’s ownership interest is represented by their proportionate number of shares.

2. Rights and Responsibilities

Shareholders have the right to:

  • Vote on corporate matters as specified in the Bylaws.

  • Receive dividends declared by the Board of Directors.

  • Inspect corporate records in accordance with applicable law.

Shareholders agree to:

  • Act in good faith and in accordance with this Agreement.

  • Adhere to confidentiality and non-compete provisions, if applicable.

V. Board of Directors

1. Composition

The Board of Directors shall consist of 5 directors, elected by the Shareholders.

2. Duties and Powers

The Board of Directors is responsible for managing the affairs of the Corporation, including:

  • Establishing corporate policies.

  • Approving significant transactions.

  • Appointing officers.

3. Meetings

Regular meetings of the Board of Directors shall occur at least quarterly at the Corporation’s principal office or as otherwise determined.

VI. Officers

1. Designation

The officers of the Corporation shall include:

  • President

  • Vice President

  • Secretary

  • Treasurer

2. Duties

Each officer’s responsibilities are outlined in the Bylaws of the Corporation. For example, the President shall oversee daily operations, and the Treasurer shall manage the Corporation’s finances.

VII. Capital Contributions

Shareholders may be required to make additional capital contributions as determined by the Board of Directors to fund the Corporation’s operations and growth.

VIII. Profit and Loss Allocation

1. Dividends

Dividends shall be distributed to Shareholders in proportion to their ownership interests unless otherwise agreed in writing.

2. Retained Earnings

The Corporation may retain profits for future investments or operational needs at the discretion of the Board of Directors.

IX. Transfer of Shares

1. Restrictions

Shares of the Corporation may not be sold, assigned, or transferred without prior written consent of the Board of Directors.

2. Right of First Refusal

Before transferring shares to a third party, the selling Shareholder must offer their shares to the Corporation or remaining Shareholders under the same terms.

X. Dissolution

The Corporation may be dissolved upon:

  1. A majority vote of the Shareholders.

  2. A determination by the Board of Directors that dissolution is in the Corporation’s best interest.

  3. Court order or as otherwise required by law.

Upon dissolution, the Corporation’s assets shall be liquidated, and liabilities settled. Any remaining funds shall be distributed to Shareholders in accordance with their ownership interests.

XI. Miscellaneous Provisions

1. Governing Law

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

2. Amendments

This Agreement may only be amended by a written document signed by all Shareholders.

3. Entire Agreement

This document constitutes the entire agreement among the parties and supersedes all prior understandings or agreements, whether oral or written.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Shareholder Name: Nadette Ritchie
Signature: _____________________________________
Date: January 1, 2066

[YOUR COMPANY NAME]
By: [YOUR NAME]
Authorized Representative: ____________________
Date: January 1, 2066

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