January 1, 2016
THE MOTHERSHIP, LLC
This Operating Agreement (this “Agreement”) is made and effective January 1, 2016 by and among The Mothership, LLC (the “Community”) and Jane Doe, A. Nonny Moose, H. S Truman and _______________, (collectively the “Members.”)
Consensus is the unanimous approval of 100% of the Members.
Community property is any real or personal property owned or leased by the Community.
A Resident is any person who lives in a home that is owned by the Community, whether or not they are a Member of the Community. Resident includes minor children of Members.
Formation. Articles of Organization were filed in the office of the Secretary of State of Oregon on November 24, 2014, on the terms and conditions set forth in this Agreement and pursuant to the Oregon Limited Liability Company Act (the “LLC Act”), as it may be amended. The rights and obligations of the parties are as provided in the LLC Act except as otherwise expressly provided in this Agreement.
Name. The business of the Community will be conducted under the name The Mothership, LLC.
Purpose. The principal business activity and purpose of the Community will initially be to form and operate an intentional community of individuals to share common facilities in order to enhance the social and economic quality of life of the Members.
Term. The Community will be perpetual, unless earlier dissolved as provided in this Agreement.
Principal Place of Business. The principal office of the Community will initially be at 123 Mind Your Own Buisiness St, Portland, OR 972??. The Members, by Consensus, may relocate the principal office or establish additional offices from time to time.
Registered Office and Registered Agent. The Community’s initial registered office will be at 123 Mind Your Own Buisiness St, Portland, OR 972??. The Community’s initial registered agent will be Jane Doe.
Names and Addresses of Initial Members. The names and addresses of the initial Members are set forth in Exhibit A, attached hereto and incorporated by reference herein.
Initial Capital Contributions. The Members agree to contribute to the Community the assets described in Exhibit B of this Agreement.
Additional Capital Contributions. The Members will make additional capital contributions in the amounts and proportions determined by Consensus of the Members.
Units of Membership Interest. Except as otherwise provided in this Agreement, the interest of each Member in the Community will be in the form of units of membership interest (“Units”). Each Member will receive 100 Units in exchange for his or her initial capital contributions described in Exhibit B and incorporated by reference into this Agreement. No certificates will be issued to represent Units.
Membership Percentages. Each Member’s percentage interest in the Community (the “Membership Percentage”) will be equal to the ratio, expressed as a percentage (rounded to the nearest one-hundredth of a percent), of the number of Units owned by the Member divided by the total number of issued and outstanding Units.
No Interest. Members are not entitled to interest or other compensation for their capital contributions except as expressly provided in this Agreement.
Labor Contributions. Each Member is responsible for working an equal number of hours in ways that benefit in the community. Labor contributions include both income-generating, and non-income generating work. Types of work that qualify as a Labor Contributions and the number of hours required to satisfy Labor Contributions will be decided and modified from time to time, by Member Consensus.
ALLOCATIONS OF PROFITS AND LOSSES; DISTRIBUTIONS
Classification as a C Corporation. The Community has elected to be taxed as a C corporation. The Community will account for profits and losses as set forth in the Internal Revenue Service regulations governing C corporations.
Distributions. No distribution may be made to any Member if, after giving effect to the distribution, in the judgment of the Members either (a) the Community would not be able to pay its debts as they become due in the ordinary course of business or (b) the fair value of the total assets of the Community would not at least equal its total liabilities. Subject to the foregoing limitation, the Community will make distributions to Members at such times and in such amounts as the Members mutually agree in accordance with Internal Revenue Service regulations governing C corporations. No Member will have any right to any distribution except as expressly provided in this Agreement.
Eligibility for Membership. To be eligible for membership in the Community a person must be an adult, real person, and complete a Membership Application Process decided upon by Consensus of the Members. Trusts, companies and corporations are not eligible for Membership.
Admission of New Members. Upon completion of the Membership Application Process, Members may admit New Members upon Member Consensus. All New Members must agree to the terms of and sign this Agreement in order to become Members.
Members. Except as expressly provided in or authorized by this Agreement, all Members will have the same rights, privileges, responsibilities, and restrictions. Members of the Community will be listed on Exhibit A and Exhibit A will be amended from time to time to reflect the withdrawal of Members or the admission of New Members pursuant to this Agreement. The Community will notify Members of changes in Exhibit A, which will constitute the recorded list of the Members for all purposes of this Agreement.
Minor Children of Members. If a Member has custody of a minor child or children, whether as a parent or guardian, or a Member comes to have such custody whether by birth or otherwise, that Member’s child or children may reside with the Member and receive support from the Community without the responsibilities of membership. Children are expected to contribute to the household (chores), and specific expectations of children are determined on an individual basis by Member Consensus. The parent Member agrees and consents to the care, education, and lawful discipline of any such children by the Community, in accordance with the Community’s policies, procedures, and goals, so long as such parent or guardian remains a Member. The parent/guardian Member also agrees to absolve the Community of all responsibility for all reasonable and lawful consequences of said care, education, and lawful discipline.
Cause. As used in Section 5.6 and 5.7 below, “cause” may include, but is not limited to:
Physical violence towards another Member, Resident, or guest of the Community, including but not limited to assault, menacing or harassment;
Persistent verbal abuse toward another Member, Resident or guest of the Community;
Destruction, misuse, or theft of Community property;
Arrest or criminal conviction of a Member;
Issuance of a restraining order against a Member for the protection of a Member or any other person;
Behavior not conducive to the Community’s communal way of life.
Exclusion. The Community may exclude a Member from Community property for cause, for a period of sixty (60) days upon approval of thirty-three percent (33%) of the Members, not including the Member under consideration for exclusion. The Community may shorten the sixty (60) day period upon Consensus of the Members. The Community must give at least forty-eight (48) hours’ notice to all Members, in the manner set forth in Section 14.1., of any vote to expel a Member.
Expulsion. The Community may expel a Member with or without cause upon approval of seventy-five percent (75%) of the Members, not including the Member under consideration for expulsion. The Community must hold a meeting to consider a vote to expel a member. The Community must give at least 30 days’ notice to all Members, in the manner set forth in Section 14.1, of a vote to expel a Member.
Without Cause. If the Members decide to expel a Member without cause, the Community must give the expelled Member 60 days to move out of any Community property.
With Cause. In cases where a Member is under consideration for expulsion for cause, the Community may exclude the Member from any Community property as set forth in Section 5.6. If necessary, the Community may extend the sixty (60) day exclusion period while expulsion proceedings are underway upon a thirty-three percent (33%) approval of the Members. If a Member is expelled while excluded from Community property, the Community may cause the expelled Member to move out immediately. The Community may give the expelled Member the opportunity to return for his/her personal possessions while supervised by all Members and Residents who wish to be present.
Notice of Exclusion or Expulsion. A Member who has been excluded or expelled will be given written notice, in accordance with Section 14.1, informing the Member that the Member may not to enter upon any Community property, or drive any vehicles owned by the Community beginning on the date of the notice is delivered. Additionally, the Member must immediately relinquish all Community property in his/her possession and return all Community property to the Community. The Members will decide by approval of seventy-five percent (75%) of the Members of the manner by which the excluded or expelled Member will return Community property to the Community. The manner of the return of Community property will be the least disruptive to the Community.
Transfer Prohibited. No Member may assign, pledge, mortgage, sell, or otherwise transfer any part of his/her interest in the Community.
POWERS AND DUTIES OF MEMBERS
Powers. The Community is a Member-managed limited liability company. The management and control of the Community and its business and affairs are vested exclusively in the Members. The Community does not have “managers,” as that term is used in the LLC Act. The Members, or any of them individually, have all the rights and powers that may be possessed by a Member in a Member-managed limited liability company pursuant to the LLC Act, that are otherwise conferred by law, or that are necessary, advisable, or convenient to the discharge of the Members’ duties under this Agreement and to manage the business and affairs of the Community, subject to the limitations set forth in Section 6.2 of this Agreement
Limitations. Notwithstanding any other provision of this Agreement or the LLC Act, no Member is authorized to take any of the following actions without Member Consensus:
Amend the Community’s Articles of Organization or this Agreement;
Sell or otherwise dispose of any assets owned by the Community other than for the Community’s purpose;
Dissolve the Community;
Merge the Community with another entity or convert the Community into a different type of entity;
Admit a new Member;
Borrow money, expend funds, or make contracts in the name of the Community in excess of $10, whether in a single transaction or in a series of related transactions;
To institute, prosecute, and defend any legal action or arbitration proceeding involving the Community, and to pay, adjust, compromise, settle, or refer to arbitration any claim by or against the Community or any of its assets; or
Modify the Community property in a way that would change the value of the property.
Duties. Each Member will have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Community, whether or not in his or her immediate possession or control, and the Members may not employ or permit another person to use those funds or assets.
Limitation of Liability of Members. Subject to restrictions in Section 6.6, no Member will have any liability to the Community or to the other Members for any loss suffered by the Community or the other Members that arises out of any act or omission of the Member as long as the Member’s conduct was in good faith and the Member reasonably believed that the conduct was in the best interests of the Community.
Indemnification of Members. Each Member will be indemnified by the Community against any losses, judgments, liabilities, expenses, and amounts paid in settlement of any claims sustained against the Community or against the Member in connection with the Community, as long as the Member’s conduct was in good faith and the Member reasonably believed that the conduct was in the best interests of the Community. The satisfaction of any indemnification and any saving harmless will be out of, and limited to, Community assets, and no Member will have any personal liability on account of such indemnification.
Restrictions. No Member will be relieved of liability pursuant to Section 6.4 or be entitled to indemnification pursuant to Section 6.5 for:
Any breach of the Member’s duty of loyalty to the Community;
Any act or omission not in good faith;
Any unlawful distribution to the Member in violation of ORS 63.235; or
Any transaction from which the Member derives an improper personal benefit
Loans. Any Member may make loans to the Community to cover the Community’s cash requirements and those loans will bear interest at a rate and mature on a date determined by Member Consensus.
Liability of the Members for Community Obligations. Except to the limited extent provided in the LLC Act, no Member will have any personal liability for any Community obligation, expense, or liability.
Voluntary Withdrawal. Any Member may withdraw from the Community at any time for any reason or for no reason, but he/she must give 30 days prior written notice to all other Members. Notice may be delivered personally or by certified mail to the Community’s registered agent.
Policy Decisions. Policy decisions govern future operations by setting aims, standards, and limits. A Policy Decision may allocate resources, clarify values, establish plans, or specify general procedures for repetitive processes. Policy decisions are made by Member Consensus except for cases where this Agreement explicitly specifies a different decision making process.
Operational Decisions. Operational Decisions are decisions made in the course of implementing a Policy Decision. Members are individually empowered to make Operational Decisions within the boundaries of previously established policies and the terms of this Agreement.
Meetings. Meetings of Members will be held as needed or as determined by a majority of the Members. Members calling a Meeting will determine and notify all Members in writing of the date, time, place and purpose of each meeting of Members. Notice must be delivered in accordance with Section 14.1 at least 15 business days prior to the meeting. A majority of the Members may call an emergency meeting. Notice of an emergency meeting must include a statement that an emergency meeting has been called and provide a brief description of the emergency. Notice of an emergency meeting must be delivered at least forty-eight hours prior to the meeting.
Quorum. No in-person quorum is necessary to hold a meeting. Members unable to attend a meeting may be involved through email, telephone, digital means, postal mail, text message, or any other mobile electronic messenger application, and will be given a reasonable amount of time and sufficient information to fully participate. The meeting may be adjourned to a later date, time, and place, and the meeting may be held as adjourned without further notice. When an adjourned meeting is reconvened, any business may be transacted that might have been transacted at the original meeting.
Action Without a Meeting. There is no requirement that the Members hold a meeting in order to make a decision. Any action required or permitted to be taken by the Members may be taken without a meeting if Member Consensus for such action can be achieved and recorded through any electronic or written communication.
Organization Expenses. The Community will pay all expenses incurred in connection with the organization of the Community.
Rights. The Community is responsible for ensuring that Members' human rights are respected. The Community will use its resources, financial or otherwise, to provide for the Members’ human rights. These rights include, but are not limited to, the items specified in this section. All decisions regarding the items specified in this section will be by Consensus of the Members.
Food. The Community will provide basic food to its Members and adequate facilities in which to prepare it.
Healthcare. All Members are encouraged to have health insurance that meets the requirements of the Affordable Care Act. Funding permitted, the Community will pay any such expenses that are not provided by a Member’s employer or the government, including but not limited to any copays or coinsurance, and over the counter and prescription medications.
Shelter. The Community will provide living and sleeping accommodations adequate to meet each Member's basic individual needs. This includes the cost of gas, electricity, water, heat, and other utilities as decided by the Community.
Clothing. The Community will provide basic clothing appropriate to the climate for its Members.
Hygiene products. The Community will provide Members with soap, toilet paper, and other basic hygiene products.
Safer Sex Supplies. The Community will provide Members with birth control medication, condoms, gloves, and personal lubricant.
Allowance. Members will be provided with an equal monthly allowance or salary of an amount to be decided upon by Member Consensus. This allowance can be used at the Member's discretion for any legal purpose other than investment.
Additional Personal Expenses. The Community will consider paying for Member’s additional personal expenses on a case by case basis. Cases will be decided by Member Consensus.
Insurance. The Community will have power to purchase and maintain insurance on behalf of any Member.
CONFLICTS OF INTEREST
Transactions with Interested Persons. Unless entered into in bad faith, no contract or transaction between the Community and one or more of its Members, or between the Community and any other corporation, partnership, association or other organization in which one or more of its Members have a financial interest or are directors, partners, or officers, will be voidable solely for this reason or solely because the Member was present or participated in the authorization of such contract or transaction if:
the material facts as to the relationship or interest of the Member and as to the contract or transaction were disclosed by the Member to the Community, the contract or transaction was authorized by Consensus of the disinterested Members, and the disclosure and authorization were reflected in the Community minutes; and
the contract or transaction was not contrary to the best interests of the Community as of the time it was authorized, approved or ratified by the Consensus of disinterested Members.
No Member interested in such contract or transaction will, because of such interest, be considered to be in breach of this Agreement or liable to the Community, any individual Member, or any other person or organization for any loss or expense incurred by reason of such contract or transaction or will be accountable to the Community for any gain or profit realized from such contract or transaction.
BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, TAX RETURNS, FISCAL YEAR, BANKING
10.1 Books of Account. The Community’s books and records, a register showing the names of the Members and the respective interests held by each Member, and this Agreement will be maintained at the principal office of the Community. Each Member will have access to those books and records at all reasonable times. The Community will keep and maintain books and records of the operations of the Community that are appropriate and adequate for the Community’s Business and for carrying out this Agreement.
10.2 Accounting Reports. Within 120 days after the end of each fiscal year of the Community, each Member will be furnished with copies of internally prepared financial statements of the Community.
10.3 Tax Returns. The Members will cause to be prepared and timely filed with the appropriate authorities as necessary all federal and state income tax returns for the Community. Within 105 days after the end of each taxable year, or within a lesser time if prescribed by the Internal Revenue Service, each Member will be furnished with a statement that the Member may use in preparing his or her income tax returns, showing the amounts of any distributions to the Member during the fiscal year.
10.4 Method of Accounting. The Community will use the method of accounting for financial reporting and tax purposes selected by the Members after consulting with the Community’s accountants.
10.5 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Community will be the calendar year.
10.6 Banking. All funds of the Community will be deposited in a Community bank account. Those funds may be withdrawn from the account or accounts on the signature of any person or persons designated by Consensus of the Members.
Income Sharing. All income earned by the Members, except for distributions from the Community, will be transferred to the Community or held in trust by the Members for the Community's benefit. Income includes any salary, wages, dividends, business income, capital gains, pensions, annuities, rental income, unemployment compensation, scholarships, fellowships, other grants, social security and other retirement benefits, income on investments, child support, insurance payments, or any other form of financial gain.
Member Tax Liability. The Community will distribute to each Member an amount equal to the Member’s income individual tax liability for income the Member transfers to the Community.
Preexisting Assets and Liabilities. Upon joining the Community, a Member must disclose all financial assets and liabilities to the Community, and transfer them to the Community either in title or in trust, as decided by Member Consensus.
Leaving Fund. The Community will establish a Leaving Fund for each Member which will be distributed to them within 2 business days of the date the Member relinquishes his or her membership, either through withdrawal or expulsion. The Community must, at all times, have the cash on hand necessary to immediately pay out all Members' Leaving Funds. Funding permitted, each month, for the first 40 months of a person's membership, the Community will contribute the following amounts into each Member's Leaving Fund.
Beginning January 1, 2016 the monthly contribution will be $100.
Each year, on May 1, the monthly contribution will be adjusted proportional to any change in the CPI for All Urban Consumers for all items (“CPI-U”) since the last adjustment.
Each year, on May 1, each Member's Leaving Fund will be adjusted proportional to any change in the CPI-U since the last adjustment.
Retirement Fund. Upon reaching a Member's 41st month of membership, the Community will establish a Retirement Fund for that Member. The Community is NOT required to have cash on hand to immediately pay out Members' retirement funds. No Member has a vested right in a Retirement Fund. Funding permitted, each month, for 150 months after the establishment of a Member's Retirement Fund, the Community will make contributions to a Member's Retirement Fund as follows:
On January 1, 2016, the monthly contribution will be $200.
Each year, on May 1, the monthly contribution will be adjusted proportional to any change in the CPI-U” since the last adjustment.
Each year, on May 1, each Member's Retirement Fund will be adjusted proportional to any change in the CPI-U since the last adjustment.
Disbursement of Retirement Funds.
A former member's Retirement Funds will be disbursed in any of the following situations:
The former member requests it.
The former member's departure was a result of his or her expulsion.
The current members decide, by a seventy-five (75%) approval of the Members to disburse a former member's Retirement Fund.
A former member whose Retirement Fund is being disbursed may choose to take his or her Retirement Fund as an annuity or as a lump sum.
A former member who chooses an annuity will receive 10% of the value of his or her Retirement Fund once per year for 10 years beginning one year after the date they relinquished his or her membership.
A former member who chooses a lump sum will receive 50% of the value of his or her Retirement Fund at one time, within six months of relinquishing his or her membership, and this will constitute a 100% disbursement of his or her Retirement Fund. The remaining 50% will be retained by the Community.
Investment of Leaving Funds and Retirement Funds. The Community will decide the investment policy of the Leaving Funds and Retirement Funds by Consensus of the Members. The Community will receive the interest from the investment of the Leaving Funds and Retirement Funds.
Death of a Member. Membership is non-inheritable. No benefits can be transferred to a Member's heirs or any other party. Upon death of a Member, the balance of a Member's Leaving Fund and Retirement Fund will be retained by the Community and the Member forfeits all interest in the Member’s Leaving Fund and Retirement Fund.
Dissolution. The Community will dissolve and wind up its affairs in the case of any of the following:
written consent of all the Members;
by judicial decree; or
at the request of a Member any time the Community has fewer than 3 Members.
Liquidation. Upon dissolution of the Community, the Members may appoint one or more Members as liquidating trustee(s). The liquidating trustees will take full account of the Community’s assets and liabilities, liquidate the Community, wind up its affairs and will dispose of Community assets. Until final distribution, the liquidating trustees may continue to operate the business and properties of the Community with all of the power and authority of the Members. As promptly as possible after dissolution and again after final liquidation, the liquidating trustees will cause an accounting by the accounting firm then serving the Community of the Community’s assets, liabilities, operations and liquidating distributions to be given to the Members.
Distribution of Assets. Upon the liquidation of all Community property, assets will be distributed in the following order:
To pay off any secured Community debts for which members or former members have offered personal guarantees to repay the debt.
To pay off any secured Community debts for which no members or former members have offered personal guarantees to repay the debt.
To pay off any unsecured Community debts in which members or former members have offered personal guarantees to repay the debt.
To pay off any unsecured Community debts in which no members or former members have offered personal guarantees to repay the debt.
Distributed among former members who have not had his or her full retirement funds distributed proportional to the number of months they were members.
A member who has taken an annuity on his or her Retirement Fund will have the number of months he or she was a member of the community reduced by the proportion of his or her Retirement Fund that has been paid out.
f) Distributed to Members pro rata in proportion to each Member’s Units.
Articles of Dissolution. Upon completion of the distribution of Community assets as provided herein, the Community will terminate, and the Community will file Articles of Dissolution with the Secretary of State of Oregon, cancel any other filings made, and take such other actions as may be necessary to terminate the existence of the Community.
Distribution of Assets in Kind. No Member has the right to require any distribution of any assets of the Community to be made in cash or in kind. If the Members or liquidating trustees determine to distribute assets of the Community in kind, such assets will be distributed on the basis of their fair market value as determined by the Members. Any Member entitled to any interest in such assets will, unless otherwise determined by the Members, receive separate assets of the Community, and not an interest as tenant-in-common with other Members so entitled in each asset being distributed. Distributions in kind may be made on any basis which the Members or liquidating trustees determine to be reasonable under the circumstances.
Negotiation. Members will attempt to resolve any dispute, controversy or claim arising out of or in connection with this Agreement by negotiation(s) among the Members. Negotiation(s) are to be conducted in the spirit of the Community's guiding principles.
Mediation. If the dispute cannot be resolved by negotiation, any Member may request mediation proceedings to occur at a mutually acceptable time and place, with a mutually acceptable mediator and mutually acceptable procedures. Mediation may occur through the Arbitration Service of Portland, Inc.
Arbitration. If not resolved by negotiation or mediation, any dispute or claim that arises out of or that relates to this Agreement, will be resolved by arbitration in accordance with the then effective arbitration rules of (and by filing a claim with) Arbitration Service of Portland, Inc.. Judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof.
Duties and Expenses. Except where inconsistent with the subject matter of the dispute, the Members agree to continue performing his or her respective obligations under this Agreement while the dispute is being resolved. Prior to receipt of the arbitrator’s decision, the Members will pay his or her own expenses in connection with the mediation and/or arbitration and will share the costs of any mediator and/or arbitrator. Members may request some or all of his or her arbitration expenses be covered by the Community. Coverage of such expenses will be decided by Member Consensus.
Notice. Except as expressly set forth to the contrary in this Agreement, all notices required or permitted to be given under this Agreement must be in writing. Notices must be delivered either:
by certified mail,
delivered by an overnight delivery service (with confirmation), or
sent by email or text message to the parties with a copy sent by certified mail or overnight delivery.
Notices are deemed given on the date of delivery. Notices are to be provided to Members at his or her respective addresses on Exhibit A, or such other address as a Member may specify by notice to the Community at the address of the principal office of the Community.
Entire Agreement. This Agreement constitutes the entire Agreement of Members relating to the Community, and supersedes all related prior oral or written Agreements or understandings.
Amendment or Modification. This Agreement may be amended or modified from time to time by Member Consensus.
Waiver of Dissolution Rights. Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Community or for partition of the property of the Community, except as provided in Section 12.1(c) of this Agreement.
Third Party Beneficiaries. The provisions of this Agreement are not intended to be for the benefit of any creditor or other person to whom any debts or obligations are owed by, or who may have any claim against, the Community or any of its Members. Notwithstanding any contrary provision of this Agreement, no such creditor or person will obtain any rights under this Agreement or will, by reason of this Agreement, be permitted to make any claim against the Community or any Member.
Interpretation. For the purposes of this Agreement, terms not defined in this Agreement will be defined as provided in the LLC Act; and all nouns, pronouns, and verbs used in this Agreement will be construed as masculine, feminine, neuter, singular, or plural, whichever will be applicable. Titles or captions of Articles of Organization and Sections contained in this Agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.
Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document, and all counterparts will be construed together and will constitute the same instrument.
H. S Truman
A. Nonny Moose
Names and Addresses of Initial Members
123 Mind Your Own Buisiness St
Portland, OR 972??
H. S Truman
123 Mind Your Own Buisiness St
Portland, OR 972??
A. Nonny Moose
123 Mind Your Own Buisiness St
Portland, OR 972??
Initial Capital Contribution and Membership Interest
A. Nonny Moose
H. S Truman
New Member Signature Page
THE MOTHERSHIP, LLC
The undersigned does hereby represent and warrant that the undersigned, as a condition to becoming a Member in the Mothership, LLC, has received a copy of the OPERATING AGREEMENT OF THE MOTHERSHIP, LLC, dated January 1, 2016, and, if applicable, all amendments and modifications thereto, and does hereby agree that the undersigned, along with the other parties to the OPERATING AGREEMENT OF THE MOTHERSHIP, LLC, will be subject to and comply with all terms and conditions of said OPERATING AGREEMENT OF THE MOTHERSHIP, LLC as if the undersigned had executed the OPERATING AGREEMENT OF THE MOTHERSHIP, LLC on the original date thereof.
______________________________ Date: ___________________
_____________________________ Date: _______________________
Jane Doe, Member
_____________________________ Date: _______________________
A. Nonny Moose, Member
_____________________________ Date: _______________________
H. S Truman, Member