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OPERATING AGREEMENT OF
SENIOR RE CHOICE COLLEGE STATION LLC
TABLE OF CONTENTS
ARTICLE I DEFINITIONS 1
ARTICLE 11 THE COMPANY .......................................................................................................2
2.1 Formation .........................................................................................................................2
2.2 Rules Governing the Company ........................................................................................2
2.3 Business .........................................................................................................2
2.4 Place of Business ..............................................................................................................2
2.5 Tenn .....2
2.6 Registered Agent .............................................................................................................2
2.7 Title to Company Property ............................................................................................3
ARTICLE III CAPITAL .................................................................................................................3
3.I Capital Contributions
3.2 Capital Accounts ..............................................................................................................3
ARTICLE IV SHARING
4.1 Percentage Interests .........................................................................................................3
4.2 Allocation of Profits and Losses ......................................................................................3
ARTICLE V DISTRIBUTIONS .....................................................................................................3
5.1 Timing and Amount of Distributions ..............................................................................3
5.2 Sharing of Distributions ...................................................................................................3
ARTICLE VI MANAGEMENT .....................................................................................................4
6.1 Management by Managers ...............................................................................................4
6.2 Appointment of Managers
6.3 Removal, Replacement, and Appointment ......................................................................4
6.4 Compensation and Reimbursements ...............................................................................4
6.5 Evidence of Managers` Authority.. 4
ARTICLE VII RIGHTS AND OBLIGATIONS OF MEMBERS ..................................................4
7.1 Limitation of Liability .....................................................................................................4
ARTICLE VIII MEETINGS OF MEMBERS .................................................................................5
8.1 Voting ..............................................................................................................................5
8.2 Consent of members in. Lieu of Meeting .........................................................................5
ARTICLE IX TRANSFERS OF INTERESTS ...............................................................................5
93 General Restrictions of Transfers ....................................................................................5
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ARTICLE X DISSOLUTION .........................................................................................................5
10.1 Dissolution .......................................................................................................................5
10? Dissolution of the Company ............................................................................................5
10.3 Manner of Liquidation .....................................................................................................5
10.4 Determination of Capital Accounts .................................................................................6
10'.5 Liquidating Distributions .................................................................................................6
ARTICLE XI GENERAL ...............................................................................................................6
11.1 Benefit .............................................................................................................................6
11.2 Notices................ .............................................................................................................6
11.3 Partition ...........................................................................................................................6
11.4 Prior Agreements .............................................................................................................6
11.5 Governing Law ................................................................................................................6
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OPERATING AGREEMENT
OF
SENIOR RE CHOICE COLLEGE STATION LLC
This Operating Agreement is made by CHOICE CAPITAL PARTNERS LLC, the sole
member of the Company.
ARTICLE I
DEFINITIONS
"Act" - The Texas Limited Liability Company Act, as now in effect or as hereafter
amended.
"Agreement" - This Operating Agreement.
"Code" - Tlie Internal Revenue Code of 1986, as amended.
"Company" - SENIOR RE CHOICE COLLEGE STATION LLC, a Texas limited
liability company.
"Effective Date" - That date upon which the Articles of Organization of the Company are
filed with the Texas Secretary of State and the Company comes into legal existence as a limited
liability company under the Act.
"Interest" - The ownership interest of a Member in the Company.
"Majority in Interest" - Those Members having aggrcgate Percentage Interests in excess
of 50% of all Interests, or if the context so indicates, those Members having aggregate
Percentage Interests in excess of 50%" of those Interests to which reference is made.
"Member" - Any Person who is a "member" of the Company as that terns is defined in the
Act.
"Percentage Interest" - With respect to any Member as of the time referred to herein, that
Member's Interest in the Company expressed as a percentage, as determined under Section 4.1.
"Person" - Any natural person or legal entity.
"Profits" and "Losses" - The net profits and losses of the Company for any applicable
period as computed by the Company for federal income tax purposes, except that (i) tax-exempt
income and expenses not deductible for income tax purposes shall be included in the
computation; (ii) gain or loss from a deemed sale of property distributed in kind shall be taken
into account; and (iii) the principles of Treasury Regulations Section 1.704-I(b) shall be applied
when necessary to prevent duplication or omission of capital account adjustments.
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"Transfer" - The tern "transfer", or any tense thereof, whether or not capitalized, when
used in connection with the transfer of an Interest, shall include, without limitation, any transfer
by sale, gift, pledge, foreclosure, exchange, grant of a security interest, distribution, liquidation,
dissolution, conversion, or other form of conveyance, whether voluntarily or involuntarily, by
operation of law or otherwise, during lifetime or at death.
ARTICLE 11
THE COMPANY
2.1 Formation. Upon filing the Articles of Organization of the Company in
the office of the Secretary of State of Texas, the Members hereby form the Company. The
Company shall take all other necessary or appropriate action, including the execution and filing
of all articles, amendments, certificates and other instruments as may be required from time to
time to comply with the Act and with all other laws governing the formation, operation, and
continuation of the Company in all jurisdictions where. the Company conducts business.
2.2 Rules Governing the Company. The rights and obligations of the
Members and the business and affairs of the Company shall be governed first by the mandatory
provisions of the Act which may not be altered or varied, second by the Company's Articles of
Organization, third by this Agreement, and fourth by the provisions of the Act which are not
mandatory. In the event of any conflict among the foregoing, the conflict shall be resolved in the
order of priority set forth in the preceding sentence.
2.3 Business. The Company is being formed to engage in the business of the
ownership and management of real and personal property of any kind or description, without
limitation, and in any other lawful investment or business activity permitted by the Act and to do
all things incidental thereto. The Members may change the business of the Company at any
time, and may add one or more businesses or terminate one or more businesses as the Members
i deem appropriate.
2.4 Place of Business. The principal place of business of the Company shall
be 4606 Cedar Springs Road, No. 616, Dallas, TX 73116, or at such other place as the Officers
shall designate from time to time.
2.5 Term. The Company shall have perpetual existence, unless it is sooner
dissolved and terminated as provided for elsewhere in this Agreement or as required under the
Act.
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2.6 Registered Agent. The name and address of the registered agent of the
Company are as follows:
Len Cason
Hartzog Conger Cason & Neville
201 Robert S. Kerr, Suite 1600
Oklahoma City, Oklahoma 73102
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2.7 Title to Company Property. All property owned by the Company, tangible
or intangible, shall be deemed to be owned by the Company as an entity, and no Member shall
have any ownership of such property individually. The Company may hold any of its assets in
its own name or in the name of its nominee, which nominee may be one or more individuals,
partnerships, trusts or other entities.
ARTICLE III
CAPITAL
3.1 Capital Contributions. The Members shall make capital contributions to
the Company in such amounts and at such times as they may agree.
3.2 Capital Accounts. A capital account shall be maintained for each Member
in accordance with. Treasury Regulation Section 1.704-1(b) and any other laws governing the
proper maintenance of capital accounts for limited liability companies.
ARTICLE IV
SHARING
4.1 Percentage Interests. The sole Member of the Company and its
Percentage Interest is as follows:
CHOICE CAPITAL PARTNERS LLC - 100%
42 Allocation of Profits and Losses. For both capital account maintenance
and income tax purposes, all Profits and Losses will be allocated in accordance with the
Percentage Interests of the Members as of the time at which the allocation is made.
ARTICLE V
DISTRIBUTIONS
5.1 Timing and Amount of Distributions. The Company shall from time to
time distribute to the Members such amounts as the Officers determine are available for
distribution. Distributions will only be made after the Company has set aside a reserve which
should be retained for the Company's reasonable needs or for contemplated future business
activities.
5.2 Sharing of Distributions.
5.2.1 All distributions, other than in liquidation of the Company, shall be
made in accordance with the Percentage Interests of the Members, unless the Members agree
otherwise.
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5.2.2 All liquidating distributions shall be made in proportion to and to
the extent of the relative: capital account balances of the Members.
ARTICLE VI
MANAGEMENT
6.1 Management by Managers. The Company shall be managed by its
Managers. Except as otherwise provided in this Agreement, the Managers shall have the full and
exclusive power and authority to manage and control the Company's business and affairs and
make all decisions on behalf of the Company.
6.2 Appointment of Manama. The following persons are hereby appointed
as Managers of the Company:
James M. Morris, 11
Len Cason
Eric Lindsey
6.3 Removal, Replacement, and Appointment. The Members have the right at
any time to appoint, remove, and/or replace any Manager.
6.4 Compensation and Reimbursements. The Managers may receive
compensation for his services as approved by the Members. The Managers will be reimbursed
for any out-of-pocket expenses incurred on behalf of the Company.
6.5 Evidence of Managers' Authorit . Any Person transacting any business
with the Company may transact such business with the Managers, acting on behalf of the
Company, without necessity for inquiring into the authority of the Managers to so act on behalf
of the Company, unless the Managers do not have actual authority to act on behalf of the
Company with respect to that particular business and that Person has knowledge of the fact that
the Managers lacks such authority. The Company may from time to time prepare a certificate or
designation of authority or similar type document which may be used by the Managers when
transacting business of the Company. When the Managers execute any document on behalf of
N the Company, the Managers may do so by signing his or her name, followed by the title of his
offi ce.
ARTICLE VII
RIGHTS AND OBLIGATIONS OF MEMBERS
7.1 Limitation of Liability. Each Member's liability shall be limited to the
maximum extent permitted by the Act and any other applicable law, except to the extent that
such Member agrees in writing to any such liability.
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• ARTICLE VIII
MEETINGS OF MEMBERS
8.1 Voting. Except as otherwise provided herein, all decisions, approvals, or
consents permitted or required to be made by Members shall be decided by the vote of a
Majority in Interest of the Members present at a meeting and entitled to vote upon the matter or
by written consent in lieu of a meeting as provided in Section 8.2.
8.2 Consent of members in Lieu of Meeting. Any action that may be taken at
any meeting of Members may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by Members having not
less than the total Percentage Interests in the Company that would be necessary to authorize or
take such action at a meeting at which all Members entitled to vote thereon were present and
entitled to vote.
ARTICLE IX
"T"RANSFERS OF INTERESTS
9.1 General Restrictions of Transfers. Except as may otherwise be permitted
under this Agreement, no Member may make or suffer to be made any transfer (as defined in
Article 1) of any Interest in the Company to any other Person without the consent of a Majority in
Interest of the Members.
ARTICLE X
DISSOLUTION
10.1 Dissolution. This Company shall be dissolved and its affairs shall be
wound up upon the affirmative vote of all Members to dissolve the Company.
10.2 Dissolution of the Company. In the event the Company is to be dissolved,
the Company shall not be terminated and liquidated until the Company has filed Articles of
Dissolution with the Secretary of State of Texas and the assets of the Company shall have been
distributed in liquidation. Notwithstanding the dissolution of the Company, prior to the
termination of the Company, the business and affairs of the Company shall continue to be
governed by this Agreement.
10.3 Manner of Liquidation. The Manager shall have full and complete
authority to liquidate the Company's assets and liabilities in whatever manner he deems
appropriate. Liquidating distributions need not be of a pro rata interest in each item of property
distributed, but instead distributions of cash or properties can be made non-pro rata as
determined by the Manager. All expenses of termination and liquidation shall be treated as
Company expenses. In the event there is no Manager then serving, then the Members shall
appoint a Person, which may but need not be a Member, to act as the liquidating agent of the
Company.
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10.4 Determination of Capital Accounts. Upon liquidation of the Company, all
net income and net loss from the sale or exchange of Company assets shall be credited and
charged to the Members for federal income tax purposes and capital account purposes as
provided for in Article IV and all required capital account adjustments shall be made. All assets
to be distributed in kind and not actually sold or exchanged shall be deemed sold or exchanged
with the net income and net loss from such deemed sale or exchange being credited and charged
to the Members for federal income tax purposes and capital account purposes as provided for in
Article IV. All withdrawing accounts shall be closed into the capital accounts.
10:5 Liquidating Distributions. All liquidation proceeds shall be distributed in
the following order of priority:
10.5.1 to the payment of all liabilities owed to creditors of the Company,
including liabilities owed to Members;
10.5.2 then any remainder shall be paid in proportion to and to the extent
of the relative capital account balances of the Members in accordance with Section 5.2.2.
ARTICLE XI
GENERAL
11.1 Benefit. This Agreement shall be binding and inure to the benefit of the
Members and their respective personal representatives, heirs, executors, administrators,
successors and assigns.
11.2 Notices. Any notice either contemplated or required hereunder may be
given either by letter or facsimile addressed to the Member at his or her address as shown on the
books of the Company and deposited postage prepaid, certified or registered mail, in the United
States Post Office, or by personal delivery. Any change of address shall be effective only if
furnished to the Company either by letter, sent by certified or registered mail, or by personal
delivery. Letters shall be deemed received three (3) business days from date of postmark and
facsimile transmission, and notice by personal delivery shall be deemed received on the first
business day following the date of personal delivery or facsimile transmission, absent proof to
the contrary.
11.3 Partition. No Member nor any successor-in-interest to any Member shall
have the right while this Agreement remains in effect to have any portion of the assets of the
Company partitioned or to file a complaint or institute any proceeding at law or in equity to have
such assets partitioned.
11.4 Prior Agreements. This Agreement supersedes all prior agreements
covering the same subject matter.
11.5 Governing Law. This Agreement and the rights of the parties hereunder
will be governed by, interpreted, and enforced in accordance with the laws of the State of Texas.
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IN WITNESS WHEREOF, the parties have signed below.
MEMBER: CHOICE CAPITAL PARTNERS LLC
By:
Manager
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