Free Simple Corporation Operating Agreement Template
Simple Corporation Operating Agreement
This Operating Agreement (the "Agreement") is entered into as of January 3, 2077, by and among the undersigned parties (collectively, the "Shareholders"). The purpose of this Agreement is to establish the governance structure and operating procedures for [YOUR COMPANY NAME] (the "Corporation").
1. Definitions
For the purposes of this Agreement, the following terms shall have the meanings specified:
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"Corporation" refers to [YOUR COMPANY NAME].
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"Shareholder" refers to any individual or entity that owns shares in the Corporation.
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"Board of Directors" refers to the governing body of the Corporation.
2. Governance
2.1 Board of Directors
The Corporation shall be managed by a Board of Directors. The number of directors shall be determined in accordance with the By-Laws of the Corporation.
2.2 Officers
The officers of the Corporation shall consist of, at a minimum, a President, a Secretary, and a Treasurer. The Board of Directors may appoint other officers as it deems necessary.
3. Shareholder Meetings
3.1 Annual Meetings
Annual meetings of the Shareholders shall be held each year on a date designated by the Board of Directors for the purpose of electing directors and transacting such other business as may properly come before the meeting.
3.2 Special Meetings
Special meetings of the Shareholders may be called by the Board of Directors or by Shareholders holding at least ten percent of the voting power of the Corporation.
3.3 Notice of Meetings
Written notice of each meeting of the Shareholders, stating the place, date, and time, shall be given to each Shareholder entitled to vote at the meeting not less than ten nor more than sixty days prior to the date of the meeting.
4. Capital Contributions
Shareholders shall make such capital contributions as determined by the Board of Directors. The contributions may be in cash or in-kind and shall be recorded in the Corporation's financial records.
5. Profit and Loss Allocation
The Corporation’s profits and losses shall be allocated among the Shareholders in proportion to their respective share ownership, unless otherwise unanimously agreed upon by the Shareholders.
6. Amendments
This Agreement may be amended only by a written instrument executed by Shareholders holding a majority of the voting power of the Corporation.
7. Miscellaneous
7.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of California.
7.2 Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected and shall remain in full force and effect.
7.3 Entire Agreement
This Agreement constitutes the entire agreement among the parties regarding the subject matter herein and supersedes all prior agreements, negotiations, and understandings, whether written or oral.
8. Signatories
Isabelle Harris
Shareholder, [YOUR COMPANY NAME]
[YOUR NAME]
Shareholder, [YOUR COMPANY NAME]
