Operating Agreement – Transformus, L.L.C
The below owners and incorporators (hereinafter referred to as “Members” of Transformus, L.L.C., a North Carolina Limited Liability Corporation, hereby declare this as their Operating Agreement. This agreement shall take effect as soon as signed by all Members.
There are seven Members of Transformus, L.L.C. (hereafter referred to as the “LLC”). Each shall have an equal interest in the LLC. All Members of the LLC shall sit on the Board of Directors (the “BOD”) and are referred to as Members. The offices include President, Vice President, Treasurer, and Secretary. New Members may be admitted by a unanimous vote of the BOD on such terms and conditions as unanimously agreed. Current BOD Members must appoint new Members after an advisory period, and potential new BOD Members must participate as a provisional Member at one Transformus LLC event before becoming a full Member. Unless otherwise specified at the time of admission, all subsequent Members of the LLC shall have an equal interest in the LLC and the right to sit as Board Members.
As of the effective date of this agreement, the Members are as follows:
firefly, Vice President & Treasurer
The management of the affairs of the LLC shall be by and through the BOD which shall function as a board of directors. The BOD shall consist of all the Members. Official meetings of the LLC shall be held on a bi-weekly basis in the off season, and then weekly meetings will take place leading up to events. Exceptions to this schedule can be made by consensus at any time. All members of the BOD are expected to attend Ignite!, Transformus, and the BOD retreat. The President, Treasurer, and Secretary shall be elected by a simple majority of Members at the annual BOD retreat.
A formal meeting can only proceed if a quorum of Members is present. Quorum is defined as more than 50% of Members present at the meeting. All discussions during formal meetings on the phone and in person are confidential. The BOD shall try to make decisions on a consensus basis, but all decisions must be by active majority. In the event of a conflict the current elected President (or ranking officer) will act as mediator and also break a tie when necessary.
The BOD shall have and exercise all management rights, power, and authority over the business, affairs, and operations of the LLC. Such powers shall include, without limitation, all powers which may be exercised by the directors of an LLC including: the making of expenditures; borrowing money or guaranteeing indebtedness and other liabilities; conducting litigation; acquiring or disposing of the assets of the LLC; negotiating contracts binding on the LLC; selecting and dismissing employees, volunteers, and independent contractors, with and without cause.
The BOD shall indemnify and hold harmless the Officers and Members for all liability they may incur as a result of their involvement in the LLC except for intentional fraudulent conduct. The BOD may indemnify and hold harmless employees, agents, independent contractors, or volunteers for any liability they incur as a result of their involvement in the LLC except for intentional fraudulent conduct. Only the BOD acting unanimously may dissolve the LLC, distribute assets, dividends, earnings, or property to the community at large.
There will be no compensation of Members of the LLC. Members may be reimbursed for business related expenses and annual fees for the Burning Man Global Leadership Conference, which will be determined on an annual basis.
Members may not be removed from office except for cause. Cause for removal must consist of either a breach of fiduciary duty, intentional tortious misconduct, or being inactive in the operations of the LLC for a significant period of time. Inactivity is defined as missing a minimum of 3 consecutive BOD meetings. In the event of removal or resignation of a member of the BOD, the Member must surrender his/her ownership interest as provided in this agreement.
The books and records of the LLC shall be kept at the corporate office, the location of which shall be determined by the current BOD. Each member of the BOD shall have the unlimited right to inspect and copy such books and records at any point in time as requested. Books and records, as practical, shall also be made available electronically, via the internet, in an open format such as a Google document folder.
Property of the LLC
Title to all of the LLC’s property, assets, and accounts are to be held in the name of the LLC and no Member, owner, manager, employee, contractor, or volunteer can claim any interest in the property, assets, or accounts of the LLC. The acting President and Treasurer will be the primary names on all financial accounts that the LLC owns and operates. Any misappropriation of funds, assets, or property warrants automatic removal from the BOD. The BOD designates one of its Members to sign such documents necessary to purchase, transfer, or encumber real or personal property. The President and Treasurer and in some instances the Secretary are the standard designates for signing all documents pertaining to the LLC.
Members interests are not transferable
Except as provided herein, no Member of the LLC may transfer her/his interest in the LLC. Any attempted transfer shall be void ab initio. To the extent the law requires the Members and LLC to recognize any involuntary transfer- such as an attachment, seizure, lien, garnishment, or court order, etc. – transferee’s rights shall be limited as provided herein and to the full extent of NCGS Title 57-C.
Above notwithstanding, no transferee of an interest in the LLC shall have the right to participate in the BOD unless all other Members have consented in writing and the transferee has agreed in writing to be bound by this Agreement.
All owners of an interest in the LLC agree that their ownership interest may only be transferred to the LLC which may be the recipient of the gift of interest of an owner. In the event of an involuntary transfer, death of an owner, resignation of a Member, or a Member’s termination by the BOD for cause, the holder of an interest shall immediately transfer the interest to the LLC pursuant to this operating agreement.
The interest of all owners of the LLC shall have no monetary value.
In the event of the dissolution of the LLC all remaining Members of the LLC agree that debts and obligations of the LLC shall be determined and satisfied prior to any assets being distributed to any Member. Further unless unanimously agreed by the Members in writing, any remaining assets shall be utilized to further artistic expression and community formation in other Burning Man regional events.
This agreement replaces and supersedes all prior written and oral agreements of the Members on subjects covered by this agreement. This agreement is binding on all successors and heirs of owners of an interest in the LLC. Each party to this agreement agrees to execute such additional documents as may be necessary to carry out the terms of this agreement. This agreement may not be amended except by the unanimous written consent of all the Members of the LLC. This agreement shall be governed by the law of the state of North Carolina.