OPERATING AGREEMENT
Of
RED OAK FEEDERS, L.C.
TABLE OF CONTENTS
ARTICLE I. FORMATION AND TERM
ARTICLE II. OFFICES
2.1 Principal Office
2.2 Registered Office
ARTICLE III. MEMBERSHIP INTERESTS AND CAPITAL
CONTRIBUTIONS
3.1 Membership Interests
3.2 Initial Capital Contributions
3.3 Additional Capital Contributions
3.4 Loans by Members
3.5 Limitation of Liability
3.6 Capital Accounts
3.7 General
ARTICLE IV. PROFIT AND LOSS ALLOCATION
4.1 Net Profit or Net Loss
4.2 Allocations in General
4.3 Distribution of Cash
4.4 Allocations with Respect to Varying Interests
ARTICLE V. CERTIFICATES OF MEMBERSHIP INTEREST AND TRANSFER
5.1 Certificates
5.2 Certificate Register
5.3 Transfers of Membership Interests
5.4 Conditions Precedent to Transfer
5.5 No Dissolution or Termination
5.6 Prohibition of Assignment
ARTICLE VI. MANAGEMENT
ARTICLE VII. OFFICERS
7.1 Number, Tenure, and Qualifications
7.2 Vacancies
7.3 Removal
7.4 The President
7.5 The Vice President
7.6 The Secretary
7.7 Salaries
ARTICLE VIII. REMOVAL, WITHDRAWAL, DEATH, INCOMPETENCY
OR BANKRUPTCY OF A MEMBER
8.1 Dissolution of the Company and Continuance of the
Company's Business
8.2 Removal of a Member
8.3 Payment to a Removed, Deceased, Bankrupt or Incompetent
Member
ARTICLE IX. WAIVER OF PARTITION; COVENANT NOT TO CAUSE
DISSOLUTION
9.1 Waiver of Partition
9.2 Covenant Not to Withdraw or Dissolve
9.3 Consequences of Violation of Covenant
ARTICLE X. DISSOLUTION
ARTICLE XI. BOOKS AND RECORDS
11.1 Books and Records
11.2 Right of Inspection
ARTICLE XII. MEMBER MEETINGS
12.1 Annual Meeting
12.2 Regular Meetings
12.3 Special Meetings
12.4 Place of Meeting
12.5 Telephonic Meeting
12.6 Notice of Meeting
12.7 Quorum
12.8 Proxies
12.9 Voting by Certain Members
12.10 Manner of Acting
12.11 Presumption of Assent
12.12 Informal Action of Members
ARTICLE XIII. MISCELLANEOUS
13.1 Return of Capital Contribution
13.2 Limitation of Fiduciary Obligations
13.3 Applicable Law
13.4 Captions
13.5 Signatures
13.6 Validity
13.7 Binding Effect
13.8 Interpretation
13.9 Counterparts
13.10 Amendments
13.11 Voting of Interests
13.12 Notices
13.13 Waiver of Notice
13.14 Fiscal Year
OPERATING AGREEMENT
OF
RED OAK FEEDERS, L.C.
This Operating Agreement ("Agreement") of Red Oak Feeders,
L.C. is entered into by and among the persons executing this
Agreement ("Members") (or any amendments or exhibits hereto as
additional or substituted Members).
WHEREAS, the Members who are signatory to this Agreement
desire to form a limited liability company under the laws of the
State of Iowa;
NOW, THEREFORE, the Members agree as follows:
ARTICLE I. FORMATION AND TERM
The Members agree to form or cause to be formed a limited
liability company (the "Company") pursuant to the Iowa Limited
Liability Company Act by and upon the filing of Articles of
Organization in the form of Exhibit "A" to this Agreement with the
office of the Iowa Secretary of State. The duration of this
limited liability company shall be perpetual unless sooner
dissolved:
(a) by agreement of the Members; or
(b) by operation of law, judicial decree, or as otherwise
provided in this Agreement.
ARTICLE II. OFFICES
2.1 Principal Office. The principal office of the Company in
the State of Iowa shall be located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇,
▇▇▇▇. The Company may have such other offices, either within or
without the State of Iowa, as the Members may designate or as the
business of the Company may from time to time require.
2.2 Registered Office. The registered office of the Company
to be maintained in the State of Iowa as required by the Iowa
Limited Liability Company Act, may, but need not, be identical with
the principal office of the Company in the State of Iowa. The
address of the initial registered office of the Company is Suite
1100 Two Ruan Center, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
and the name of its initial registered agent at such address is
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. The registered office and the registered agent
may be changed from time to time by action of the Members and by
filing the prescribed form with the Iowa Secretary of State.
ARTICLE III. MEMBERSHIP INTERESTS AND CAPITAL CONTRIBUTIONS
3.1 Membership Interests. A Member's Membership Interest in
the Company shall be in proportion to such Member's capital
contributions to the Company, as adjusted from time to time to
reflect additional contributions and withdrawals.
3.2 Initial Capital Contributions. The initial capital
contribution of each Member shall be as provided on Exhibit A
attached hereto and by this reference made a part hereof.
3.3 Additional Capital Contributions. It is the intention of
the Members that the Company's business and activities shall be
conducted in such a manner that additional capital contributions
shall not be required; to that end, the Members shall attempt to
conduct activities in such a way that the Company's business can be
conducted with the initial capital contributions as augmented by
debt financing and proceeds from operations. However, to the
extent that additional capital contributions are required, such
additional capital contributions may be called for by a vote of
sixty-six and two-thirds percent (66.67%) of the Membership
Interests outstanding. Such additional capital contributions shall
be payable by each Member in proportion to such Member's Membership
Interest, unless the Members should unanimously agree that
additional capital contributions should be made in a different
manner, in which event the Membership Interests of the Members
shall be adjusted accordingly. In the event any Member shall fail
to make any such additional capital contribution within ten (10)
days of written demand from the remaining Members, then such Member
shall be in breach of its obligations hereunder and the Company and
the other Members shall have the rights and remedies set forth in
this Agreement.
3.4 Loans by Members. Loans by Members to the Company shall
not be capital contributions to the Company nor shall loans be
credited to the Capital Account of the lending Member or entitle
such lending Member to any increase in such Member's share of the
Company's profits or of the distributions of the Company or subject
such Member to any greater proportion of the losses which the
Company may sustain. Loans in accordance with the foregoing
sentence shall be a debt due from the Company to such lending
Member and shall be, together with accrued interest thereon,
reimbursed to the Member making such loan prior to any distribution
to the Members in connection with the dissolution of the Company.
3.5 Limitation of Liability. A Member shall not be subject
to assessment nor shall a Member be personally liable for any of
the debts or obligations of the Company or any of the losses of the
Company beyond the Member's capital contributions and the Member's
share of undistributed net profits of the Company.
3.6 Capital Accounts. A separate Capital Account shall be
maintained for each Member. Each Member's Capital Account shall be
increased by:
(a) The cumulative amount of cash and the net fair market
value of any property that has been contributed to the capital of
the Company by such Member (or such Member's predecessors in
interest); and
(b) The cumulative amount of the Company's net profit that
has been allocated to such Member (or such Member's predecessors in
interest); and
shall be decreased by:
(a) The cumulative amount of the Company's net loss that have
been allocated to such Member (or predecessors in interest of such
Member);
(b) The cumulative amount of cash and the fair market value
of all other property that has been distributed to such Member (or
predecessors in interest of such Member).
3.7 General. No Member shall receive any interest, salary,
or drawing with respect to such Member's capital contributions or
Capital Account or for services rendered on behalf of the Company
or otherwise in such Member's capacity as a Member of the Company,
except as otherwise provided in this Agreement.
ARTICLE IV. PROFIT AND LOSS ALLOCATION
4.1 Net Profit or Net Loss. Net profit or net loss for any
fiscal year shall be allocated among the Members in proportion to
such Member's Membership Interests when compared to the total
Membership Interests of the Company (said proportional interest
shall hereinafter be referred to as the Members' "Percentage
Interest").
4.2 Allocations in General. Except as otherwise provided in
this Agreement, all items of Company income, gain, loss, deduction,
and any other allocations not otherwise provided for shall be
allocated among the Members in the same proportions as they share
net profit or net loss, as the case may be, for any fiscal year.
For purposes of determining the net profit, net loss or any other
items allocable to any period, net profit, net loss and any such
other items shall be determined on a daily, monthly, or other
basis, as determined by the Members using any permissible method
under Section 706 of the Internal Revenue Code of 1986, as amended
(the "Code") and the regulations promulgated thereunder (the
"Regulations").
4.3 Distribution of Cash. Cash distributions shall be made
to the Members upon the approval of the Members holding at least
66.67% of the Membership Interests. All cash distributions made to
the Members shall be in accordance with their Percentage Interests.
4.4 Allocations with Respect to Varying Interests.
Allocations and distributions to persons who in any taxable year of
the Company were Members for less than the entire taxable year or
whose Percentage Interest varied during any taxable year shall be
made in accordance with whatever reasonable method the Members may
choose to implement the provisions of Sections 706(c) of the Code
or similar successor provisions. In order to accomplish this
result, the Members may elect not to allocate any net loss
attributable to any portion of the Company's taxable year before
such Member acquired such Member's interest in the Company.
ARTICLE V. CERTIFICATES OF MEMBERSHIP INTEREST AND TRANSFER
5.1 Certificates. Certificates representing each Member's
Membership Interest shall be in such form as shall be determined by
the Members. Such certificates shall be signed by the President
and Secretary and shall be consecutively numbered or otherwise
identified. Certificates shall bear a legend which indicates that
the Membership Interest represented by the certificate cannot be
transferred or assigned except in compliance with this Agreement.
In case of a lost, destroyed or mutilated certificate, a new one
may be issued upon such terms and indemnity to the Company as the
Members may prescribe.
5.2 Certificate Register. The name and address of the Member
to whom each certificate is issued, together with the capital
contribution and the date of issue, shall be entered in the
Certificate Register of the Company. Any and all changes in
Members or their amount of capital contribution shall be reflected
by the Secretary in the Certificate Register of the Company.
5.3 Transfers of Membership Interests. No Member shall sell,
exchange or transfer such Member's Membership Interest without the
unanimous written consent of the other Members.
5.4 Conditions Precedent to Transfer. Notwithstanding
Section 5.3, no transfer of a Member's Membership Interest shall be
effective unless and until all of the following conditions have
been satisfied;
(a) The instrument of transfer shall be in form and substance
satisfactory to the remaining Members;
(b) The transferor and transferee named therein shall execute
and acknowledge such other instrument or instruments as the
remaining Members may deem necessary or desirable to effectuate the
acceptance of the transferee as a Member;
(c) The transferee shall execute a written acceptance of all
of the terms and provisions of this Agreement as, and to the extent
that, the same may have been amended; and
(d) The transferor or transferee shall pay all reasonable
expenses connected with acceptance of a Member, including, but not
limited to, legal fees and costs.
5.5 No Dissolution or Termination. The transfer of a
Membership Interest in the Company pursuant to the terms of this
Article V shall not dissolve or terminate the Company. No Member
shall have the right to have the Company dissolved or to have such
Member's capital contribution returned except as provided in this
Agreement.
5.6 Prohibition of Assignment. Notwithstanding the foregoing
provisions of this Article V, no sale, exchange or transfer of a
Member's Membership Interest may be made if the Membership Interest
sought to be sold, exchanged or transferred, when added to the
total of all other Membership Interests sold, exchanged or
transferred within the period of twelve (12) consecutive months
prior thereto, would result in the termination of the Company under
Section 708 of the Code. In the event of a transfer of any
Membership Interest, the Members will determine, in their sole
discretion, whether or not the Company will elect pursuant to
Section 754 of the Code (or corresponding provisions of future law)
to adjust the basis of the assets of the Company.
ARTICLE VI. MANAGEMENT
The business of the Company shall be conducted under the
exclusive management of its Members, who shall have authority to
act for the Company in all matters. The Members may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of
the Company, and such authority may be general or confined to
specific instances.
ARTICLE VII. OFFICERS
7.1 Number, Tenure, and Qualifications. The officers of the
Company shall be a President, a Vice President and a Secretary and
such other officers as the Members shall determine. Any two or
more offices may be held by the same person. The initial officers
of the Company shall be named in the minutes of the organizational
meeting of the Members of the Company and shall hold office until
the first annual meeting of the Members. At the first annual
meeting of the Members and at each annual meeting thereafter the
Members shall elect officers to hold office for the term for which
elected, and until the successors of such officer shall have been
elected and qualified. Officers need not be residents of the State
of Iowa or Members of the Company.
7.2 Vacancies. Any vacancy occurring in an officer position
shall be filled by election at an annual meeting or at a special
meeting of Members called for that purpose. An officer elected to
fill a vacancy shall be elected for the unexpired term of such
officer's predecessor in office. Election or appointment of an
officer shall not of itself create contract rights.
7.3 Removal. Any officer elected or appointed by the Members
may be removed by the Members whenever in the judgment of the
Members the best interests of the Company would be served thereby,
but such removal shall be without prejudice to the contract rights,
if any, of the person so removed.
7.4 The President. The President of the Company shall be
responsible for the general overall supervision of the business and
affairs of the Company. The President may sign, on behalf of the
Company, such deeds, mortgages, bonds, contracts or other
instruments which have been appropriately authorized to be executed
by the Members, except in cases where the signing or execution
thereof shall be expressly delegated by the Members by this
Agreement or by law to some other officer or agent of the Company;
and, in general, the President shall perform such duties as may be
prescribed by the Members and/or Members from time to time. The
specific authority and responsibility of the President shall also
include the effectuation of this Agreement by executing and filing
with the Articles of Organization of the Company with the Iowa
Secretary of State.
7.5 The Vice President. If one or more vice presidents are
elected by the Members, the Vice President (or in the event there
be more than one vice-president, the vice president in the order
designated, or in the absence of any designation, then in the order
of their election) shall perform the duties of the President in the
event of the President's absence, death, inability or refusal to
act. When so acting, the Vice President shall have all the powers
of and be subject to all the restrictions upon the President; and
in addition thereto, shall perform such other duties as may be
assigned by the President or by the Members, or as may be
prescribed in this Agreement.
7.6 The Secretary. The Secretary shall: (a) keep the minutes
of the Members' meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with
the provisions of this Agreement or as required by law; (c) be
custodian of the Company records; (d) have general charge of the
Certificate Register; and (e) in general, perform all duties
incident to the office of Secretary and such other duties as from
time to time may be assigned by the Members.
7.7 Salaries. The salaries of the officers shall be fixed
from time to time by the Members and no officer shall be prevented
from receiving such salary by reason of the fact that such officer
is also a Member of the Company.
ARTICLE VIII. REMOVAL, WITHDRAWAL, DEATH, INCOMPETENCY
OR BANKRUPTCY OF A MEMBER
8.1 Dissolution of the Company and Continuance of the
Company's Business. The removal, death or dissolution,
adjudication of incompetence or adjudication of bankruptcy of a
Member shall immediately dissolve the Company unless a majority in
interest of the remaining Members agree to continue the business of
the Company.
8.2 Removal of a Member. In the event that any Member has
breached its obligations hereunder, has committed any act of fraud,
or has committed and not, within a reasonable period of time
remedied, any act of bad faith or gross negligence in carrying out
its duties as a Member hereunder, then upon the unanimous
affirmative vote of the other Members, such breaching Member may be
removed, provided such removal will not jeopardize the tax status
of the Company.
8.3 Payment to a Removed, Deceased, Bankrupt or Incompetent
Member. If a Member has: (a) been removed pursuant to Section 8.2;
(b) died or been dissolved; (c) been adjudicated as incompetent or
(d) adjudicated as bankrupt (such Member and any legal successor
and/or representative of such Member to be referred to as a
"Terminated Member" and such an event to be referred to as a
"Terminating Event"), and if the business of the Company is
continued, the Terminated Member shall be entitled to receive from
the remaining Members an amount equal to the book value of all
Company assets as of the date of the Terminating Event, multiplied
by the Terminated Member's Percentage Interest.
ARTICLE IX. WAIVER OF PARTITION; COVENANT NOT TO CAUSE
DISSOLUTION
9.1 Waiver of Partition. Except as otherwise expressly
provided in this Agreement, no Member shall directly or indirectly
take any action to require partition or appraisal of the Company or
of any of its assets or properties or cause the sale of any Company
property, and, notwithstanding any provisions of applicable law to
the contrary, each Member hereby irrevocably waives any and all
rights to maintain any action for partition or to compel any sale
with respect to such Member's Membership Interest in the Company,
or with respect to any assets or properties of the Company.
9.2 Covenant Not to Withdraw or Dissolve. Notwithstanding
any provision of law, each Member hereby covenants and agrees that
the Members have entered into this Agreement based on their mutual
expectation that all Members will continue as Members and carry out
the duties and obligations undertaken by them hereunder and that,
except as otherwise expressly stated in this Agreement, no Member
shall withdraw from the Company, be entitled to demand or receive a
return of such Member's capital contributions or exercise any power
to dissolve the Company without the unanimous consent of the
Members.
9.3 Consequences of Violation of Covenant. If a Member
attempts to: (i) cause a partition in breach of Section 9.1 above
or (ii) withdraw from the Company or dissolve the Company in breach
of Section 9.2 hereof, the Company shall continue and the Member
attempted such a breach shall be liable to the Company and
remaining Members for any damages caused by said breach.
ARTICLE X. DISSOLUTION
Upon dissolution of the Company, the liabilities of the
Company shall be paid or otherwise provided for, and any remaining
assets shall be distributed as provided in Article IV of this
Agreement.
ARTICLE XI. BOOKS AND RECORDS
11.1 Books and Records. The books and records of the Company
shall be kept at the principal office of the Company or at such
other places, within or without the state of Iowa, as the Members
shall from time to time determine.
11.2 Right of Inspection. Any Member of the Company shall
have the right to examine at any reasonable time or times for any
purpose, the books and records of account, minutes and records of
Members and to make copies thereof. Such inspection may be made by
any agent or attorney of the Member. Upon the written request of
any Member of the Company, the Members shall mail to such Member
the Company's most recent financial statements, showing in
reasonable detail the Company's assets and liabilities and the
results of the Company's operations.
ARTICLE XII. MEMBER MEETINGS
12.1 Annual Meeting. The annual meeting of the Members shall
be held within one hundred twenty (120) days after the close of the
fiscal year of the Company each year for the purpose of electing
officers and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall
be a legal holiday, such meeting shall be held on the next
succeeding business day. If the election of officers shall not be
held on the day designated herein for the annual meeting of the
Members, or at any adjournment thereof, the Members shall cause the
election to be held at a special meeting of the Members as soon
thereafter as it may conveniently be held.
12.2 Regular Meetings. The Members may, by resolution,
prescribe the time and place for the holding of regular meetings
and may provide that the adoption of such resolution shall
constitute notice of such regular meetings. If the Members do not
prescribe the time and place for the holding of regular meetings,
such regular meetings shall be held at the time and place specified
by the Members in the notice of each such regular meeting.
12.3 Special Meetings. Special meetings of the Members, for
any purpose or purposes, unless otherwise prescribed by statute,
may be called by any two Members.
12.4 Place of Meeting. The Members may designate any place,
either within or without the State of Iowa, as the place of meeting
for any annual meeting or for any special meeting called by the
Members. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered
office of the Company in the State of Iowa.
12.5 Telephonic Meeting. Members of the Company may
participate in any meeting of the Members by means of conference
telephone or similar communication if all persons participating in
such meeting can hear one another for the entire discussion of the
matter to be voted upon. Participating in a meeting pursuant to
this Section shall constitute presence in person at such meeting.
12.6 Notice of Meeting. Notice shall be given for each
annual or special meeting to each Member entitled to vote at such
meeting stating the place, day and hour of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting
is called. Such notice shall be given not less than ten (10) nor
more than sixty (60) days before the date of the meeting in
writing, unless oral notice is reasonable under the circumstances.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the Member's
address as it appears on the membership list maintained by the
Company, with postage thereon prepaid.
12.7 Quorum. At any meeting of the Members, a majority of
the Membership Interests, as determined by reference to the
Certificate Register, represented in person or by proxy, shall
constitute a quorum. If less than said majority of the Membership
Interests are represented at a meeting, a majority of the
Membership Interests so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified. The Members present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the subsequent withdrawal of Members to leave less
than a quorum.
12.8 Proxies. At all meetings of Members, a Member may vote
by proxy executed in writing by the Member or by such Member's duly
authorized attorney-in-fact. Such proxy shall be filed with the
President of the Company before or at the time of the meeting. No
proxy shall be valid more than three months from date of execution,
unless otherwise provided in the proxy.
12.9 Voting by Certain Members. Membership Interests held in
the name of a corporation, partnership or company may be voted by
such office, partner, agent or proxy as the Bylaws of such entity
may prescribed or, in the absence of such provision, as the Board
of Directors or other governing body of such entity may determine.
Membership Interests held by a trustee, personal representative,
administrator, executor, guardian or conservator may be voted by
such person, either in person or by proxy, without a transfer of
the Membership Interest into the name of such person.
12.10 Manner of Acting. The act of Members holding a
majority of the Membership Interests of the Company present at a
meeting at which a quorum is present shall be the act of the
Members; provided, however, that approval of all Members shall be
required for any of the following:
(a) To require an additional capital contribution from any
Member in excess of $10,000 or any series of capital contributions
from any member in any 12 month period in excess of $25,000.
(b) To approve the purchase of any capital asset or group of
capital assets with an aggregate cost in excess of $100,000.
12.11 Presumption of Assent. A Member present at a meeting
of the Members at which action on any matter is taken shall be
presumed to have assented to the action taken, unless the dissent
of such Member shall be entered in the minutes of the meeting or
unless such Member shall file a written dissent to such action with
the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by certified mail
to the secretary of the meeting immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a Member
who voted in favor of such action.
12.12 Informal Action of Members. Unless otherwise provided
by law, any action required to be taken at a meeting of the
Members, or any other action which may be taken at a meeting of the
members, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all the
Members entitled to vote with respect the subject matter thereof.
ARTICLE XIII. MISCELLANEOUS
13.1 Return of Capital Contribution. A Member shall not have
the right to demand the return of capital contribution except upon
dissolution of the Company and liquidation of its assets; in no
event shall a Member have the right to demand and receive property
other than cash in return for its capital contribution.
13.2 Limitation of Fiduciary Obligations. None of the
Members shall have any fiduciary obligation with respect to the
Company or to any other Members to make business opportunities
available to the Company or to any other Members.
13.3 Applicable Law. This Agreement and the rights and
obligations of the parties hereunder shall be construed and
interpreted in accordance with the laws of the State of Iowa.
13.4 Captions. Paragraphs, titles, or captions in no way
define, limit, extend or describe the scope of this Agreement nor
the intent of any of its provisions.
13.5 Signatures. Any check, draft, contract, evidence of
indebtedness, deed, mortgage, deed of trust, lease, contract of
sale, ▇▇▇▇ of sale, or other similar document shall be executed for
the Company by the President and countersigned by the Secretary.
13.6 Validity. If any provision of this Agreement, or the
application of such provision to any person or circumstance, shall
be held invalid or unenforceable, the remainder of this Agreement,
or the application of such provision to persons or circumstances
other than those as to which it is held invalid or unenforceable,
shall not be affected thereby.
13.7 Binding Effect. This Agreement shall inure to and bind
all Members, as well as their estates, heirs, personal
representatives, successors and assigns.
13.8 Interpretation. As used herein, the masculine includes
the feminine and neuter and the singular includes the plural.
13.9 Counterparts. This Agreement or any certificate or
amendment pursuant thereto may be executed in counterparts, all of
which taken together shall be deemed one original agreement, and
shall be binding upon all parties hereto notwithstanding that all
parties are not signatory to the same counterpart.
13.10 Amendments. This Agreement may be altered, amended,
restated, or repealed and a new Operating Agreement may be adopted
by unanimous action of the Members, after notice and opportunity
for discussion of the proposed alteration, amendment, restatement,
or repeal.
13.11 Voting of Interests. Subject always to the specific
directions of the Members, any interest issued by any other legal
entity which is owned or controlled by the Company may be voted at
any meeting of such other entity by the President of the Company if
the President be present, or in absence of the President by the
Secretary of the Company. Whenever, in the judgment of the
President, or in absence of the President of the Secretary, that it
is desirable for the Company to execute a proxy or give a consent
in respect to any legal interest issued by any other entity and
owned by the Company, such proxy or consent shall be executed in
the name of the Company by the President of the Company and shall
be attested by the Secretary of the Company without necessity of
any authorization by the Members or Members. Any person or persons
designated in the manner above stated as the proxy or proxies of
the Company shall have full right, power, and authority to vote the
legal interest issued by such other entity and owned by the Company
the same as if such legal interest might be voted by the Company.
13.12 Notices. All notices under this Agreement shall be in
writing and shall be effective either upon personal delivery or if
sent by registered or certified mail, postage prepaid, addressed to
the last known address of the party to whom such notice is to be
given.
13.13 Waiver of Notice Whenever any notice is required to be
given pursuant to the provisions of the Act, the Articles of
Organization of the Company or this Agreement, a waiver thereof, in
writing, signed by the person or entity entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
13.14 Fiscal Year. The fiscal year of the Company shall be
from January 1 through December 31 of each year.
RATIFICATION
The undersigned, being the sole Member of RED OAK FEEDERS,
L.C., an Iowa limited liability company, by signing below, hereby
evidence its adoption and ratification of the foregoing Agreement.
Executed by the Member on the date indicated.
RED OAK HEREFORD FARMS, INC.
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
Exhibit "A"
Member Contribution
1. Red Oak Hereford Farms, Inc. $100,000