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How to Amend An LLC Operating Agreement
The Options. When LLC members wish to amend and existing operating agreement, there are basically two options: (a) create an entirely new agreement which supersedes the original or (b) create a document titled "amendment" which leaves the prior agreement in force, however, amends specific sections of the original operating agreement. Option (b) is best for small changes such as adding a new member.
The MedLawPlus.com® Operating Agreement. What follows is a sample amendment to add a new LLC member. The original operating agreement in this sample is one created from the MedLawPlus.com® template. See MedLawPlus.com® sample LLC operating agreement.
FIRST AMENDMENT TO OPERATING AGREEMENT
FOR
LUCKY STRIKE BOWLARAMA, LLC
A California Limited Liability Company
This First Amendment to Operating Agreement for Lucky Strike Bowlarama, LLC (hereinafter "the LLC") is made and entered into this ___ day of November, 2007, by and between all members of the LLC who have affixed their signature hereto as of this date.
- The members previoiusly entered into an operating agreement governing the operation of the LLC on August 24, 2002 (hereinafter "Original Operating Agreement"), copy attached as Attachment 2.
- The members wish to admit a new member to the LLC which is the reason for this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound, the members agree and contract as follows:
1. Amendment to Agreement.
- Section 3.1 of the Original Operating Agreement is hereby amended in it's entirety to read as follows:
Section 3.1. Members. The name, initial capital contribution, LLC Units and LLC Unit Percentage of the Members are set forth in the below table, which shall be amended from time to time to reflect the admission of new Members.
| Member Name | Initial Capital Contribution | LLC Units | LLC Unit % |
| Thomas Jones | $ 1,000.00 | 250 | 25% |
| Sara Cook | $ 1,000.00 | 250 | 25% |
| Larry Hale | $ 1,000.00 | 250 | 25% |
| Willie McGee | $ 1,000.00 | 250 | 25% |
- Section 5.3 of the Original Operating Agreement is hereby amended in it's entirety to read as follows:
Section 5.3. Capital Contributions.
- Each Member shall contribute or shall have contributed, as an initial capital contribution ("Initial Capital Contribution") to the LLC the amounts set forth below. The break-down between cash and non-cash contributions by the Members is as set forth in Table 2 of Attachment 1 hereto.
| Member Name | Initial Capital Contribution |
| Thomas Jones | $ 1,000.00 |
| Sara Cook | $ 1,000.00 |
| Larry Hale | $ 1,000.00 |
| Willie McGee | $ 1,000.00 |
- All prior Members have made their required intitial capital contributions prior to execution of this Amendment. The new Member(s) shall complete their initial capital contributions to the LLC within 20 days of the date of this agreement unless another date is agreed upon in writing by all LLC Members. Any Member who fails to make the required initial capital contribution as set forth in this paragraph shall indemnify all other Members of the LLC for any losses or expenses (including reasonable attorneys fees) that are caused by the failure to make the initial capital contribution as set forth herein. Interest shall accrue against a member upon any unpaid capital contribution at a rate of 7% per annum, compounded annually, commencing from the due date of the initial capital contribution.
- Attachment 1 of the Original Operating Agreement is hereby amended in it's entirety to read as follows:
ATTACHMENT 1
MEMBER CAPITAL CONTRIBUTIONS AND REQUIRED SERVICES
TABLE 1--REQUIRED CAPITAL CONTRIBUTIONS
| Member Name | Total Initial Capital Contribution | Cash Capital Contribution | Non-cash Capital Contribution |
| Thomas Jones | $ 1,000.00 | $ 1,000.00 | (none) |
| Sara Cook | $ 1,000.00 | $ 0 | Two used Dell PCs and her rights in the trademark "Lucky Strike Bowlarama" |
| Larry Hale | $ 1,000.00 | $ 1,000.00 | (none) |
| Willie McGee | $ 1,000.00 | $ 1,000.00 | (none) |
| Note: Total initial capital contribution = cash contribution + non-cash contribution. |
TABLE 2--REQUIRED SERVICES FROM MEMBERS TO LLC
| Member Name | Required Service Time | Description of Services |
| Thomas Jones | Full-time | Operations Manager |
| Sara Cook | Full-time | Bookkeeping and information technology chief |
| Larry Hale | Part-time (20 hours per week) | Pin setter |
| Willie McGee | Part-time (as needed) | Celebrity endorsement and patron greeter. |
2. All capitalized terms not defined in this Amendment will have the meaning ascribed to them in the Original Operating Agreement.
3. Except as otherwise provided herein, all other terms and conditions of the
Orginal Operating Agreement remain in full force and effect.
4. All LLC members hereby agree and consent to be bound by the terms of the entire operating agreement encompassed by the original as modified by this amendment.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment to Operating Agreement as Members on the date first written above:
| MEMBER | MEMBER |
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| _______________________________ | _______________________________ |
| Thomas Jones | Sara Cook |
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| MEMBER | MEMBER |
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| _______________________________ | _______________________________ |
| Larry Hale | Willie McGee |
User Comments
From: David Pevehouse
State:New Mexico
Posted: 11/03/2008
Subject: deleting a partner from a LLC
Comment: Would the same procedure to delete a partner from a LLC as it is to add a partner?
From: JJR
State:Mo
Posted: 11/03/2008
Subject: Adding a new member
Comment: Yes, I think this form could be used to modify the operating agreement to reflect that an existing member has left, with some simple editing. But as far as the mechanics of member withdrawal from the LLC, they are often more than the execution of a new operating agreement.
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