Document 38289

OPERATINGAGREEMENT
FOR
4531 Concourse,LLC
A MichiganLimitedLiability
Company
TABLE OF GONTENTS:
Article | - Organization
.1
.2
.3
.4
.5
Formation
Name
RegisteredOffice
EffectiveDate and Term
Purposeof Business
Article ll - Capital Contribution
2.1
2.2
2.3
2.4
CapitalContributions
CapitalAccount
Adjustments
CapitalCalls
Article lll - Allocation of Profits. Losses and Distributions
3.1
3.2
3.3
3.4
Allocationof Profitsand Losses
Distribution
of Cash
Distributions
in Kind
SpecialAllocations
Article lV - Managementby Manager
4.1
4.2
4.3
4.4
4.5
4.6
Management
of Business
GeneralPowersof Manager
Limitations
Requestfor lnput
Standardof Care;Liability
Removalof Managers
Article V - Meetingsof the Members
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
5.10
Meetings
Subjectof Meetings
Noticeof Meetings
RecordAddresses
Record Date
ProxyVote
Numberof Votes
WrittenConsent
Participation
Administration
of Meetings
ArticleVl - Transferof Interest
6.1
6.2
6.3
6.4
TransfersDuringLife
ProposedSalesor OtherDispositions
of Units
Purchaser'sStatusas a Member
Seller'sStatusas a Member
ArticleVll - Dissolutionand Winding Up
7.1
7.2
7.3
Dissolution
Liquidation
Distribution
in Liquidation
Article Vlll - lndemnification
8.1
8.2
lndemnification
of Members
No Liability
Article lX - Amendments
9.1
9.2
Amendments
Restrictions
of Amendments
Article X - Miscellaneous
10.1
10.2
10.3
10.4
10.5
10.6
GoverningLaw
EntireAgreement
Severability
Notices
Captions
Numberand Gender
OPERATING
AGREEMENT
FOR
4531 CONCOURSE,LLC
THIS OPERATINGAGREEMENTis made on August 1,2008, by and betweenGretchen
Preston, Trustee of the Gretchen Preston RevocableTrust u/a/d December8, 2003 and Gregory P.
Meisner,Trustee of the Gregory P. Meisner Trust u/a/d December8, 2003, individually
referredto as
"Member"and
collectively
referredto as "Members",and 4531 Goncourse,LLC (The "Company'').
REGITAL:
The Membersdesireto form a LimitedLiabilityCompanypursuantto the MichiganLimitedLiability
CompanyAct ("Act").
AGREEMENT:
The Membersagreeas follows:
Article | - Organization
1.1
Formation. The Members desire to form a Limited LiabilityCompany pursuantto the Act.
Articlesof Organization
were executedon even date herewithand shall be filed with the Stateof
Michiganimmediately
1.2
Name. The name of the Companyshall be 4531 Concourse, LLG, and all businessshall be
conductedundersuch name.
1.3
Reqistered Office. The registered office of the Company shall be located in the State of
Michiganat such locationas shall be designatedfrom time to time by the Members. The initial
registeredofficeshallbe 4531 GoncourseDrive,Ann Arbor, Michigan. The Companymay also
have offices in such other places as the Members may from time to time decide, or as the
businessof the Companymay require.
1.4
Effective Date and Term. The Companyformedpursuantto thisAgreementshallbe effectiveas
of the date that the Articlesof Organization
are filedwith the MichiganDepartmentof Commerce
and shall continuein perpetuityunlessit is dissolvedor terminatedearlierpursuantto the Act or
any provisionof this Agreement.
1.5
Purpose of Business. The primarypurposeof the Companyshall be to own and managethe
real propertycommonlyknownas 4531 Goncourse Drive, Ann Arbor, Michigan. The Company
may engagein any lawfulactivityin which a LimitedLiabilityCompanymay engagepursuantto
the MichiganLimitedLiabilityCompanyAct.
Article ll - Capital Contribution
2.1
Gapital Gontributions. The interestof the Membersof the Companyshall be dividedinto Ten
Thousand (10,000) equal units ("Units").Five Thousand (5,000) Units shall be owned by
Gretchen Preston, Trustee of the Gretchen Preston Revocable Trust u/a/d December 8,
2003 and Five Thousand(5,000)Unitsshall be owned by Gregory P. Meisner, Trustee of the
Gregory P. Meisner RevocableTrust u/a/d December8,2003.
2.2
Capital Account. A separatecapitalaccountshall be maintainedfor each Member. Upon the
initialcapitalization
of the Company,the capitalaccountof Gretchen Preston, Trustee of the
Gretchen Preston RevocableTrust u/a/d December8, 2003 shall be creditedwith fifty (50%)
percentof the net value of the propertylistedon ScheduleA and the capitalaccountof Gregory
P. Meisner, Trustee of the Gregory P. Meisner Revocable Trust u/a/d December 8, 2003,
shall be creditedwith fifty (50%) percentof the net value of the propertylistedon ScheduleA.
After the initialcapitalization
of the Company,there shall be creditedto each Member'saccount:
1) the amountof cash and the fair marketvalueof any propertycontributedby each Member,net
of any liabilitiesassumedby the Companyand to which the propertyis subject;2) the Member's
shareof profitsof the Companyas providedin thisAgreement;and 3) the amountof any increase
to the basis of assets of the Companydue to an electionunder InternalRevenueCode $754.
There shall be chargedagainsteach Member'scapitalaccount: '1)the amountof all distributions
to each Member; and 2) the Member'sshare of losses of the Companyas providedin this
Agreement.
2.3
Adiustments. The numberof Unitsownedby each Membershall be adjustedfrom time to time
to reflect the proportionatechange in each Member'scapital account. The number of Units
owned by each Member after the initialcapitalization
of the Companyshall be determinedas
follows:
The total number of Units of the Company (initially10,000)shall be multipliedby a
fraction,the numeratorof which is the balanceof the Member'scapitalaccountand the
denominatorof which shall be the sum of the caoitalaccountsof all Members. The
resultingproductshallbe the numberof Unitsownedby the Member.
No Member shall own a fractionof a Unit and all adjustmentsshall be roundedto the
nearestwhole Unit. In no eventshall an adjustmentcause a Memberto have less than one (1)
Unit.
2.4
Gapital Galls. From time to time, the Members may decide that each Member contribute
additionalcapitalto the Company. In the event that the Members make such request,each
Membershall have the rightto contributesufficientcapitalto the Companysuch that the number
of Units owned by him or her as of the date of the requestshall not be reducedas provided
above. lf the Membersmake a requestfor additionalcapitalcontributions
by the Members,each
Member may refuse to make such additionalcapitalcontribution.In the event that a Member
("RefusingMember")refusesto make such additionalcapitalcontribution,
the remainingMembers
shall have the right to make such additionalcontributionin proportionto the number of Units
owned by each of them. In the event that a Member refuses to make an additionalcapital
contribution,
the numberof Unitsownedby him or her shallbe reducedas providedabove.
A requestfor each Memberto make additionalcapitalcontributions
shall be made in writingand
must be given at leastthirty(30) days beforethe deadlinefor makingsuch contributions,
unless
otherurise
consentedto in writingby all Members.
Article lll - Allocation of Profits, Losses and Distributions
3.1
Allocation of Profits and Losses. Net profitsor lossesof the Company(and theirvariousitems
of income,expenses,and creditsfor federalincometax purposes)includingany profits,gainsor
losseswhichare not taken into accountfor federalincometax purposes,shall be allocatedto the
Membersin directproportionto the numberof Unitsownedby each of them.
3.2
Distribution of Gash. All cash remainingafterpayingthe obligationsincurredfor the operationof
the Companyand capitalexpenditures,
and establishinga cash reserveconsideredsuitableby
the Members,shall be distributedto each Memberin proportionto the numberof Unitsownedby
each Member. The time for makingsuch distributions
shallbe determinedby the Members.
3.3
Distributions in Kind. Exceptas unanimouslyagreedto by all Members,a Member,regardless
of the numberof Unitsownedby such Member,has no rightto demandand receivea distribution
from the Companyin any form other than cash and a Membermay not be compelledto accept
from the Companya distribution
of an assetin kind. The Companyshallnot make a distribution
if
such distribution
wouldbe in violationof Section307 of the Act.
3.4
Special Allocations. lt is intendedthat the allocationsprovidedin this Articlehave "substantial
economiceffect"for purposesof Reg.S1.704-2.The SpecialAllocationsset forth belowshallbe
appliedin the orderpresented.All referencesin this Sectionto "Partnership"
or "Partner"itemsas
defined in the Regulationsare intendedto apply to this Limited LiabilityCompany and its
Members:
(a)
PartnershipMinimum Gain Chargeback. The MinimumGain Chargebackprovisions
as providedunderTreasuryRegulationSectionS1.704-2(f)
shall apply. This provisionis
intendedto complywith the PartnershipMinimumGain Chargebackrequirementsof the
aforementioned
Regulationand shall be interpretedand appliedin a mannerconsistent
therewith.
(b)
Partner Minimum Gain Ghargeback. The Non-RecourseMinimumGain Chargeback
provision as provided under Treasury Regulation$1.704-2(i)(4)shall apply. This
provision is intended to comply with the Partner Non-RecourseMinimum Gain
Chargebackrequirements
of the aforementioned
Regulationand shall be interpretedand
appliedin a mannerconsistenttherewith.
(c)
Qualified Income Offset. The QualifiedOffset provisionas providedunder Treasury
Regulation51.704-1(bX2XiiXdX3)shall apply so that any Member who unexpectedly
receives an adjustment,allocation,or distributiondescribed in Treasury Regulation
(4), (5),or (6),will be allocatedincomeand gain in an amountand
S1.704-1(bX2XiiXd),
mannersufficientto eliminate,to the extentrequiredby the TreasuryRegulations,
a deficit
balanceas quicklyas possible;providedthat an allocationpursuantto this Section3.4(c)
shall be made only if and to the extentthat such Memberwould have a capitalaccount
deficitafter all other allocationsprovidedin this Section3.4 have been made as if this
Section3.4(c)were not in this Agreement.This provisionis intendedto complywith the
QualifiedIncome Offset requirementsof the aforementionedRegulationsand shall be
interpreted
and appliedin a mannerconsistenttherewith.
(d)
Gross lncome Allocation. In the eventany Memberhas a deficitcapitalaccountat the
end of any fiscalyear which is in excessof the sum of: 1) the amountsuch Memberis
obligatedto restorepursuantto any provisionof this Agreement;and 2) the amountsuch
Memberis deemedto be obligatedto restorepursuantto TreasuryRegulationsS1.7042(g) and 1.704-2(iX5),each such Member shall be specially allocated items of
Partnershipincome and gain in the amount of such excess as quickly as possible,
providedthat an allocationpursuantto this Section3.4(d)shallbe made only if and to the
extentthat such Memberwouldhave a deficitcapitalaccountin excessof such sum after
all other allocationsprovidedfor in this Sectionhave been made as if Section3.4(c)
hereofand/orSection3.4(d)were not in thisAgreement.
(e)
Partnership Non-RecourseDeductions. PartnershipNon-RecourseDeductionsunder
Treasury RegulationS1.704-2(b)(1)
for each fiscal year shall be allocatedamong the
Membersin accordancewith their respectiveUnits to the extent and in a manner that
satisfiesTreasuryRegulation$ 1.704-2(e),and otherwisein any mannerdeterminedby
the Membersto satisfysaid Regulation.
(f)
DeductionsunderTreasury
Partner Non-RecourseDeductions. PartnerNon-Recourse
Regulation51.704-2(iX2)
tor any fiscalyear shall be allocatedto the Memberswho bear
the economicrisk of loss with respectto the PartnerNon-RecourseDebt to which such
Partner Non-Recourse Deductions are attributable in accordance with Treasury
RegulationS1.704-2(iX1
).
Article lV - Managementby Manager
4.1
Managementof Business. The Companyshall be managedby no less than one (1) and no
more than three (3) Managers,who may, but need not, be Members.GRETQHEN'SHouSE,
lNC. is herebyappointedas the sole initialManagerof the Company,withinthe meaningof the
Act, to serve in such capacitywithoutfurther electionby the Members until he resigns or is
removedas Manageror until the Companydissolves,whicheveroccursfirst. In the case of the
dissolutionof the Company,unless the Manager resigns or is removed,the Manager shall
continueto act in the capacityas Manageruntil all of the assets of the Companyhave been
distributedor liquidated,and all liquidationproceedshave been distributed,regardlessof the
actual date of dissolutionof the Company under the Act. The Membersshall determinethe
Managers'terms,
duties,compensation
and benefits,if any.
4.2
General Powers of Manager: The Manageror Managersshall have the sole authorityto conduct
the businessof the Companyand to do all acts to operatesuch business,subjectonly to the
limitationsexpresslycontainedin this Agreement. Notwithstanding
the foregoing,the Managermay
appointofficersof the Companyand may delegatesuch powers and authorityto such officersor
others as said Manager may deem appropriate;providedthat any officersso appointedshall be
subjectto the approvalby MembersowningsufficientUnits to take actionat a meetingof all of the
Members.
4.3
Limitations. Notwithstanding
any other provisionsof this OperatingAgreement,no act shall be
taken,sum expended,decisionmade,obligationincurred,or powerexercisedby any Manageron
behalfof the Company,except by the vote or resolutionof MembersowningsufficientUnitsto take
such actionat a meetingof all Members,with respectto:
4.3.1
any purchase,lease,exchangeor otheracquisition
of any realor personalproperty
or repairsor maintenancethereto,or any otherproposedexpenditurewith a value in
excess of $500,000.00(this shall not precludethe Managerfrom refinancingor
extendingany existingdebt of the Companywithoutthe consentof the Members);
4.3.2
the admissionof a member;
4.3.3
any mergeror acquisition
of anotherentity;
4.3.4
any amendmentor restatementof the Company'sassets for the benefit of
creditorsor filinga voluntarybankruptcypetitionby the Company;
4.3.5
any matter that could result in a change in the amount or characterof the
Company'scapital;
4.3.6
any changein the compensation
of a Managerthat is also a Member;
4.3.7
the commissionof any act that would make it impossiblefor the Companyto
carryonitsordinary
business
andaffairs;
4.3.8
any act that wouldcontraveneany provisionof the Articles,OperatingAgreement,
or the Act;
4.3.9
the dissolution
of the Company;
4.3.10 the issuanceof additionalUnitsby the Company;
4
4.3.11 A transactioninvolvingan actual or potentialconflict of interest between a
Memberand the Company;
4.3.12 An amendmentto the Articlesof Organization
or this OperatingAgreement;and
4.3.13 Any other actionrequiringa vote of the membersas providedin the Articles,the
Act, or this OperatingAgreement.
4.4
Request for Input. Priorto takingany actionwithinthe Manager'sauthority(for which no vote of the
Membersis required),
the Managermay solicitinputfrom someor all of the Members.The opinions
of the Members shall be for the Managers considerationin determiningwhether to take the
contemplatedactionand shallnot bindor restrictthe Manager.
4.5
Standardof Care; Liability. EveryManagershalldischargehis or her dutiesas a managerin good
faith, with the care an ordinarilyprudentperson in a like positionwould exerciseunder similar
circumstances,and in a mannerthe Managerreasonablybelievesto be in the best interestsof the
Company.A Managershallnot be liablefor any monetarydamagesto the Companyfor any breach
of such dutiesexceptfor (a) receiptof a financialbenefitto whichthe Manageris not entitledor (b) a
knowingviolationof the law where such violationresultedin a financialloss to the Companyor
Members. In discharginghis or her duties,a Managermay rely on information,
opinions,reports,
or statements,including,but not limitedto, financialstatementsor otherfinancialdata, if prepared
or presentedby any of the following:(a) One or more other Managersor Membersor employees
of the Companywhom the managerreasonablybelievesto be reliableand competentin the
matter presented;(b) Legal counsel, public accountants,engineers,or other persons as to
matters the Manager reasonablybelieves are within the person's professionalor expert
competence;of (c) A committeeof Managersof which he or she is not a memberif the Manager
reasonablybelievesthe committeemerits confidence. The Manager may not rely on such
information,
opinions,reports,or statementsif the Managerhas knowledgeconcerningthe matter
in questionthat makesrelianceotherwisepermittedin this Sectionunwarranted.
4.6
Removal of Managers. A Managermay be removedwith or withoutgood cause,by a majorityvote
of all of the Members,disregardingthe membershipinterestof any Manage(s) subjectto a removal
vote.
Article V - Meetingsof the Members
5.1
Meetinqs. The Companyshall not have regularlyscheduledmeetingsof its Members;however,
meetingsof the Membersmay be calledby Membersrepresentingin the aggregateat least50%
of the totaloutstandingUnitsof the Company.A meetingshall be properlycalledwhen Members
with an aggregateof at least50% of the total Unitsgivewrittennoticeto the Memberssettingforth
theirdesireto holda meetingand the reasontherefor.
5.2
Subiect of Meetinqs. At a properlycalledmeeting,the Membersmay vote on any matterfor
whicha vote is requiredby the Act, the Articles,or this OperatingAgreement,includingthe actions
set forth in Section4.3
5.3
Notice of Meetinqs. When a meetingof the Membersis properlycalled,the Memberscalling
said meetingshalldeliveror mailwrittennoticestatingthe date,time,and placeof any meetingof
Members and, when otherwiserequiredby law, a descriptionof the purposesfor which the
meetingis called,to each Memberof recordentitledto vote at the meeting,at such addressas
appearsin the recordsof the Company,such noticeto be mailedat leastten (10), but no more
than sixty (60), days beforethe date and time of the meeting. This noticemay be includedwith
the noticecallingthe meetingas providedin 5.1. A Membermay waive noticeof any meeting,
beforeor afterthe date of the meeting,by deliveringa signedwaiverto the Companyfor inclusion
in the minutesof the Company.A Member'sattendanceat any meeting,in personor by proxy: (i)
waives objectionto lack of noticeor defectivenoticeof the meeting,unlessthe Memberat the
beginningof the meetingobjectsto holdingthe meetingor transactingbusinessat the meeting;
and (ii)waivesobjectionto consideration
of a particularmatterat the meetingthat is not withinany
purposedescribedin the meetingnotice,unlessthe Memberobjectsto consideringthe matter
when it is presented.
5.4
Record Addresses. The addressesof the Membersshall be the followinguntilwrittennoticeof
any subsequentchangeis deliveredto the Company.
GretchenPreston,Trusteeof the GretchenPreston
RevocableTrustu/a/dDecember8, 2003
4660 W. EllsworthRoad
Ann Arbor,Michigan48103
GregoryP. Meisner,Trusteeof the GregoryP. Meisner
RevocableTrust u/a/dDecember8, 2003
4660 W. EllsworthRoad
Ann Arbor,Michigan48103
4531 Concourse,LLC
c/o GretchenPreston,Presidentof Gretchen'sHouse,Inc.
5864 InterfaceDrive,Suite C
Ann Arbor,Michigan48103
5.5
Record Date. The recorddate for the purposeof determiningthe Membersentitledto noticeof a
Members'meeting,for demandinga meeting,for voting,or for takingany otheractionshallbe the
sixtieth(60th)day priorto the date of the meetingor otheraction.
5.6
Proxv Vote. A Membermay appointa proxyto vote or othenryise
act for the Memberpursuantto
a writtenappointmentform executedby the Memberor the Member'sduly authorizedattorney-infact. An appointmentof a proxy is effectivewhen receivedby the Company. The generalproxyof
a fiduciary is given the same effect as the general proxy of any other Member. A proxy
appointmentis validfor twelve(12) monthsunlessotherwiseexpresslystatedin the appointment
form.
5.7
Number of Votes. Each Membershallhaveone votefor each Unitownedby him or her as of the
recorddate. At any meetingof Members,presenceof Membersentitledto cast 100%of the total
votes constitutesa quorum. Unless otherwiseprovidedin this Agreementor the Articlesof
Organization,action on a matter is approvedif it receivesapprovalby A MAJORITY of the total
number of votes entitledto be cast by all Members in the Companyentitledto vote at such
meeting. Any purchaseror assigneeof a Member'sinterestin the Companyshall not be entitled
to vote or participateon any mattersat any meetingunlesssuch assigneebecomesa substitute
Memberas providedin ArticleVl hereof.
5.8
Written Gonsent. Any actionrequiredor permittedto be taken at a Membersmeetingmay be
taken withouta meetingif the action is taken by the MembersholdingsufficientUnits to take
actionat a meetingof all of the Members. The actionmust be evidencedby one or more written
consentsdescribingthe actiontaken or to be taken, signed by the Membersholdingsufficient
Unitsand deliveredto the Companyfor inclusionin the minutes.
5.9
Participation. Any or all Membersmay participatein any Membersmeetingby, or throughthe
hear
use of, any meansof communication
may simultaneously
by whichall Membersparticipating
is deemedto be presentin personat
each other duringthe meeting. A Memberso participating
the meeting.
5.10
Administration of Meetinqs. At any Membersmeeting,the Managershall appointa personto
presideat the meetingand a personto act as secretaryof the meeting. The secretaryof the
6
meetingshall prepareminutesof the meetingwhich shall be placed in the minute book of the
Company.
Article Vl - Transfer of Interest
6.1
6.2
Transfers Durinq Life. Exceptas otherwiseprovidedin this Agreement,the Membersshall not
sell, encumber,transfer,assign,or otherwisedisposeof all or any part of their Unitsduringtheir
lifetimes;provided,however,each Memberis free to transferand assignall or part of his or her
Unitsas follows:
(1)
To an inter-vivostrust,whichby its terms providesthat the Memberis the grantor,trustee
and beneficiary
of all of the trustincome,and whereinhe or she has retainedfor his or her
own life the powerto revokethe trust in full, and such trust is in full compliancewith all
provisionsof this Agreement.The primarypurposeof the trust must be to avoidprobate
on the assets held by the trust on the day the Member dies, and the transfer and
assignmentof the Unitsmust be for no consideration.The Unitstransferredto or held by
any such trust shall continueto be governedand boundby the terms of this Agreement,
whetheror not the termsof the trustare subsequently
amendedin any way; or
(2)
To a Member'slinealdescendants,or to the linealdescendantsof the Settlorof a Trust
that is a Member.
Proposed Sales or Other Dispositions of Units. In the eventa Memberreceivesa "bonafide"
offer in writingto sell or otherwisedisposeof his or her Units,and said Memberdesiresto sell
said Unitsaccordingto the terms of said offer,he or she shall give writtennoticethereofto the
Company("Notice")of the proposedpurchaserand the purchasepriceand terms.
Upon receiptof the Notice,the Companyshallthereuponhave and is herebygranted,an
optionto purchaseall, but not part of, the Member'sUnits,for a periodof sixty (60) days,at the
priceand uponthe termsstatedin the bonafide offerto purchase.
In the eventthe Companydoes not exerciseits optionto purchasethe sellingMember's
Units,then after the expirationof such sixty (60) day period,the sellingMembermay sell his or
her Unitsto the bona fide purchaserbut only at the priceand upon the terms statedin said bona
fide offeras it was communicated
to the Company. lf eitherthe priceor the termsof the bonafide
offer changefrom the priceand termsstatedin the Notice,then the Companyshallagainhavean
optionto purchasethe Unitsat the new priceand terms,and the provisionsof this Paragraph6.2
shallagainbe compliedwith by the sellingMember.
6.3
Purchaser'sStatus as a Member. ln the eventthat a Membersellsor assignsall or part of his
or her interestin the Company,the purchaseror assigneeof such interestshallbe entitledto all of
the rightsand privilegesof a Memberof the Companyonly uponthe unanimouswrittenconsentof
all of the remainingMembers. In the eventthat all of the remainingMembersdo not consentto
the admissionof such purchaseror assigneeas a Member,then such purchaseror assignee
shall only be entitledto the distributions
from the Companyto which the sellingMemberwould
have been entitled. For purposesof this Paragraph6.3 and Paragraph6.4, an inter-vivostrust
describedin Paragraph6.1 above shall not be considereda purchaseror assignee,and the
Grantorthereofshall remaina Member,so long as all of the requirementsof Paragraph6.1 are
compliedwith.
6.4
Seller's Status as a Member. Whenevera Membersells or assignsall of his or her interestin
the Company,regardlessof whetherthe purchaseror assigneethereofbecomesa Memberof the
Company,such sellingMembershall cease to be a Memberof the Company. Notwithstanding
the preceding,every transfereeof a Member'sinterestmust executean acknowledgmentand
consentto be bound by the terms and provisionsof this Agreementas a conditionprecedentto
becominga Memberwith the attendantrights,benefitsand obligationsof such membership.No
7
transfer, whether by sale, bequest or otherwise shall be effective until the execution of such
acknowledgment
and consent.
Article Vll - Dissolution and Winding Up
7.1
Dissolution. The companymay be dissolvedonlyas providedin the Act.
7.2
Liquidation. Uponthe dissolutionof the Gompany,the Membersshallliquidatethe assetsof the
Company,applyand distributethe proceedsthereofas providedby this Agreementand causethe
cancellation
of the Company'sArticlesof Organization.
7.3
Distribution in Liquidation. Uponthe dissolutionof the Companyand incidentto the winding-up
of the Company'sbusinessand affairs,the Membersshallpay or make provisionfor the payment
of all liabilitiesand obligationsof the Company,actual or contingent,and all expenses of
liquidation. Any amounts deemed necessaryby the Members to provide a reservefor any
unforeseenliabilitiesand obligationsmay, in the Members'discretion,
be depositedin a bank or
trust companyupon such terms and for such periodof time as the Membersmay determine.
Followingthe paymentof or provisionfor the liabilitiesof the Companyas providedabove,the
remainingassetsof the Companyshall be distributedin the followingorder of priority: (i) to the
paymentof the Membersof any amountsthen distributable
to them underthis Agreement;and (ii)
any remainingassetsshall then be allocatedto the Membersproportionately
in accordancewith
the numberof Unitsownedby them.
Article Vlll - Indemnification
8.1
8.2
Indemnificationof Members. The Companyshall indemnifyand hold harmlessa Memberwho
is also a Managerfrom and againstany and all losses,expenses,claimsand demandssustained
by reasonof any acts or omissionsor allegedacts or omissionsas Manager,includingjudgments,
settlements,penalties,fines or expensesincurredin a proceedingto whichthe Memberis a party
or threatenedto be made a party because he or she is or was a Manager. However,the
Companymay not indemnifythe Member if, after a factualfinding by a competentcourt, it is
determinedthat the Memberdid any of the following:
(1)
Receiveda financialbenefitto whichthe Memberwas not entitledeitherunderthe Act or
underthisAgreement;
(2)
The Membervotedfor or assentedto a distribution
in violationof Section307 of the Act or
thisAgreement;or
(3)
The Memberwillfullyviolatedthe law.
No Liabilitv. A Membershall incur no liabilityto the Companyor to any of the Membersas a
resultof engagingin any other businessor ventureregardlessof whethersuch other businessor
venturecompeteswith the Companyor whethersuch Memberis active in the managementor
businessof such other businessor venture. Neitherthe Companynor any of the Membersshall
have any right by virtue of this OperatingAgreementor any applicablelaw in or to the other
businessventuresof a Memberor to the income,gains,losses,deductionsand creditsderived
therefromby any Member.
Article lX - Amendments
9.1
Amendments. Amendmentsto this Agreementmay be proposedby any Memberor Members
holdingat least250 Units. Followingsuch proposal,said Membersshallsubmitto the Membersa
written,verbatimstatementof any proposedamendment,providingthat counselfor the Company
shall have the opportunityto approvethe proposedamendmentas to form. Said Membersshall
8
seek the writtenvote of the Memberson the proposedamendmentor shallcall a meetingto vote
thereon. A proposedamendmentshallbe adoptedand be effectiveas an amendmentheretoonly
if it receivesthe unanimousvote of the holdersof all Units.
9.2
Restrictions of Amendments. Notwithstanding
Paragraph9.'l hereof,this Agreementshall not
be amendedwithoutthe consentof each Memberadverselyaffectedif such amendmentwould
alterthe interestof a Memberin profits,losses,Companydistributions
or votingrights.
Article X - Miscellaneous
10.1
Governinq Law. This Agreementshall be governedby and construedin accordancewith the
lawsof the Stateof Michigan,withoutregardto any conflictof law provisions.
10.2
Entire Agreement. This Agreementcontainsthe entire understandingamong the partiesand
supersedesany previousunderstanding
and agreementsbetweenthem respectingthe subject
matter of this Agreement. There are no representations,agreements,arrangements,or
understandings,
oral or written,betweenor among the partiesto this Agreement,relatingto the
subjectmatterof this Agreement,that are not fullyexpressedin thisAgreement.
10.3
Severabilitv. This Agreementis intendedto be performedin accordancewith, and only to the
extent permittedby, all applicablelaws,ordinances,rules,and regulationsof the jurisdictionsin
which the Companydoes business. lf any provisionof this Agreementor its applicationto any
personor circumstances
shall,for any reasonand to any extent,be invalidor unenforceable,
the
remainder of this Agreement and the applicationof that provision to other persons or
circumstancesshall not be affected by it, but rather shall be enforced to the greatest extent
permittedby law.
10.4
Notices. Noticesto Membersor to the Companyshall be deemed to have been given when
mailed,by prepaidregisteredor certifiedmail,addressedas set forth in this Agreementor as set
forth in any notice or change of address previouslygiven in writing by the addresseeto the
addresser.
10.5
Captions. The sectiontitlesor captionscontainedin this Agreementare providedfor the sake of
convenienceonlyand shallnot be deemedpartof the contextof this Agreement.
10.6
Number and Gender. All of the terms and words used in this Agreement,regardlessof the
numberand genderin which they are used,shall be deemedand construedto includeany other
number,singularor plural,and any othergender,masculine,feminineor neuter,that the context
or sense of this Agreementmay require,as if the words had been fullyand properlywrittenin the
numberand gender.
lN WITNESSWHEREOF,the partieshereto have executedthis Agreementas of the day and
year writtenabove.
of the Gretchen Preston RevocableTrust u/a/d December8, 2003
.DV
Trusteeof the GregoryP. MeisnerRevocableTrust u/a/dDecember8,
GREGORY P.'MEISNER,
2003
I
4531 CONCOURSE,LLC
PRESTON,Presidentof Gretchen'sHouse, lnc.
10
EXHIBITA
CONTRIBUTIONS
TO CAPITAL
Capital
Member
GretchenPreston,
Contribution
Initial Units
Initial Profit Interest
5,000
50o/o
5,000
50Yo
Trusteeof theGretchen
PrestonRevocable
Trustu/a/dDecember
B,
2003
Gregory P. Meisner,
Trusteeof the Gregory
P. Meisner Revocable
Trustu/a/dDecember
8,
2003
* Gretchen Preston,Trustee of the Gretchen Preston Revocable
Trust u/a/d December8, 2003 and
Gregory P. Meisner,Trustee of the Gregory P. Meisner RevocableTrust u/a/d December8, 2003,
contributed the purchaser's interest in a certain Agreementfor the purchase of the real property
commonly known as 4531 Concourse,Ann Arbor, Michigan. In addition, the Members shall
contribute sufficient cash to consummate the purchase of said property,and to make the
improvements necessaryto facilitatethe lease of said property to Gretchen's House, lnc. and to
provide the Gompanywith working capitol.
11
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