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HomeMy WebLinkAboutArticles of Incorporation - Lansing Farms LLC OPERATING AGREEMENT OF LANSING FARMS LLC This Operating Agreement(this "Agreement") of Lansing Farms LLC, an Idaho limited liability company(the"Company")is made and entered into effective as of November 3, 2020 by its sole member Jake L.Centers(the"Member"). WHEREAS, the Company was formed pursuant to, and in accordance with the Idaho Uniform Limited Liability Company Act,Idaho Code,Title 30,Chapter 6, § 30-6-101,et seq,as amended from time to time(the"Act"),by the filing of the Articles of Organization of the Company with the Secretary of State of Idaho on April 11,2019. 1. Name. The name of the limited liability company is Lansing Farms LLC. 2. Purpose and Powers.The Company is formed for the object and purpose of,and the nature of the business to be conducted and promoted by the Company is,engaging in any lawful act or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act, by any other law or by this Agreement,together with any powers incidental thereto,including such powers and privileges as are necessary or convenient to the conduct,promotion or attainment of the business,purposes or activities of the Company. 3. Member.The capitalized term"Member"shall mean the person or entity identified in this Section 3 and the term "member",unless the context otherwise requires, shall have the meaning set forth in § 30-6-102(12)of the Act.The name and mailing address of the Member is as follows: Name Address Jake L. Centers 1979 N.Locust Grove Meridian,Idaho 83646-1829 or PO Box 372 Eagle,Idaho 83616 USA 4. Limited Liability Company Interests;Capital;and Capital Contributions.The limited liability company interests (i.e., a member's share of the profits and losses of a limited liability company and a member's right to receive distributions of the limited liability company's assets) of the Company shall be represented by issued and outstanding units (the "Units"). The Company shall maintain a "Members Schedule" of all the members from time to time, their respective mailing addresses, and the Units held by them; a copy of which,as of the execution of this Agreement, is attached hereto as Schedule A. The Company is hereby authorized to issue 100 Units, all of which are issued and outstanding in the name of the Member, as of the date hereof and as set forth on the Members Schedule. The Units may, but need not necessarily be, evidenced by a certificate of limited liability company interests issued by the Company, in such form as the Member may determine. The Member may, but shall not be obligated to, make additional Contributions (as defined in § 30-6-102(3)of the Act)of capital to the Company in such amounts and at such times as the Member may deem appropriate in its sole discretion. OPERATING AGREEMENT OF LANSING FARMS LLC PAGE 1 OF 7 14619562(12094-701 5. Allocation of Profits and Losses. The Company's profits and losses shall be allocated in accordance with the Membership Percentages as set forth on Schedule A hereto. 6. Distributions. Distributions of cash or other assets of the Company shall be made to the Member at the times and in the aggregate amounts determined by the Member. 7. Management. (a) Manager. Subject to restrictions that may be imposed from time to time by the members and this Operating Agreement, the business and affairs of the Company in the ordinary course shall be managed by a manager(as defined in§ 30-6-102(l 0)of the Act)of the Company(the"Manager") appointed by the Member. The Manager shall serve at the pleasure of the Member and shall hold office until his or her successor shall be duly appointed by the Member,until his or her death,until he or she shall resign, or until he or she shall have been removed,either with or without cause, by the Member in his sole discretion. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed by the Member. The name and mailing address of the initial Manger is as follows: Name Address Jake L. Centers, 1979 N.Locust Grove aka"Chris Nolan" Meridian,Idaho 83646-1829 or PO Box 372 Eagle,Idaho 83616 USA (b) Limitations on Manager Authority. Any person dealing with the Company may rely on the authority of the Manager in taking any action in the name of the Company if the manager provides to such person a copy of this Operating Agreement and/or the written consent of the Member granting such authority. Further, the Manager shall have no authority to bind the Company as to the following matters without first obtaining the written approval of the Member in each instance: (i) The sale, lease, exchange, mortgage, pledge, hypothecation or other transfer or disposition of any Company property or the property of an entity managed by Company; provided,however,the Manager may execute any documents or instruments necessary or convenient for the closing of the sale of any residential real property pursuant to a purchase and sale agreement executed by the member; (ii) The incurrence of any debt or the execution of any loan,promissory note or other form of indebtedness; provided, however,the Manager may incur business debts with vendors of the Company in the ordinary course of business; (iii) The approval of a merger,conversion or domestication under the Act; (iv) Amendment to this Operating Agreement; (v) The undertaking of any act outside the ordinary course of the Company's business or, with respect to an entity managed by the Company, any act outside of the ordinary course of such managed entity's business; OPERATING AGREEMENT OF LANSING FARMS LLC PAGE 2 OF 7 14619562[12094-701 (vi) The institution,prosecution and defense of any action or proceeding in the Company's name;provided,however,the Manager may engage in any collection or eviction action in the ordinary course of business; (vii) Releasing, compromising, assigning or transferring any claims, rights or benefits of the Company, submitting a Company claim to arbitration,or confessing of a material judgment against the Company in connection with any threatened or pending legal action; provided, however, the Manager may compromise or settle any collection or eviction action pursued by in the ordinary course of business; (viii) Instituting and carrying out of any plan of merger,consolidation or sale of all or substantially all of the Membership Interests or the Company's property; or (ix) Filing, consenting to or acquiescing in any act or event that would constitute an event of bankruptcy with respect to the Company. (c) Member. The Member shall have the right to conduct, direct and exercise full control over all activities of the Company. Any action taken by the Member, and the signature of the Member on any agreement, contract, instrument or other document on behalf of the Company, shall be sufficient to bind the Company and shall conclusively evidence the authority of the Member and the Company with respect thereto. 8. Limited Liability. To the fullest extent authorized or permitted by the Act, no present or former member, manager or officer of the Company is or shall be liable for any debts, obligations or liabilities of the Company, whether arising in tort, contract or otherwise, solely by reason of being a member, manager or officer of the Company. The failure of the Member to observe any formalities or requirements relating to the exercise of its powers or the management of the Company's business or affairs under this Agreement or the Act shall not be grounds for making the Member responsible for the liabilities of the Company. 9. No Separate Entity for Tax Purposes. The Company shall not be treated as a separate entity for United States federal income tax purposes and, to the extent permitted by law, for United States state and local tax purposes. The Company shall prepare and file all tax returns and other tax statements in a manner consistent herewith.Except as otherwise required by the United States Internal Revenue Code of 1986,as amended from time to time,all items of income,gain,loss,deduction and credit as determined for book and federal income tax purposes shall be allocated to the Member. 10. No Fiduciary Duties; Exculpation and Indemnification. (a) No Fiduciary Duties. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, a member,manager or officer of the Company, in each of their respective capacities as such,shall,to the maximum extent permitted by law,including§§ 36-6-110(4) of the Act, not have or owe any fiduciary duties to the Company,to the other members,the manager(s)or any officer of the Company or to any other person bound by this Agreement including,without limitation, the duties set forth in §§ 30-6-409(2) of the Act; provided, however,that each of the managers, members and officers of the Company shall act in accordance with the implied contractual covenant of good faith and fair dealing. Furthermore,the Company and the Member agree and acknowledge that the elimination of fiduciary duties as set forth in this Section 10(a)is not"manifestly unreasonable"as that term is used in the Act. OPERATING AGREEMENT OF LANSING FARMS LLC PAGE 3 OF 7 14619562(12094-70] (b) Exculpation. To the fullest extent authorized or permitted by the Act, no present or former member, manager or officer of the Company shall be liable to the Company or to any other member,manager or any officer of the Company or to any other person bound by this Agreement. (c) Indemnification. (i) The Company shall indemnify and hold harmless each Indemnitee (as defined in Section 10(c)(iv) below) against any and all losses, claims, damages, expenses and liabilities (including,but not limited to,any investigation,legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that the Indemnitee may at any time become subject to or liable for by reason of(A) the formation, operation or termination of the Company or (B) the Indemnitee's acting on behalf of the Company under this Agreement.This indemnification includes,without limitation,losses,claims,damages, expenses and liabilities arising out of the Indemnitee's negligence,gross negligence or breach of duty. The Company shall pay to the Indemnitee in advance of the final disposition of any settlement, action, suit, proceeding or claim all expenses incurred by or on behalf of the Indemnitee in defending any such settlement, action, suit, proceeding or claim, to the fullest extent authorized by the applicable law, as the same exists or may hereafter be amended, but only to the extent that any such amendments expand the rights of the Indemnitee. (ii) The contract rights to indemnification and to the advancement of expenses conferred in this Section 10 shall not be exclusive of any other right that any Person (as defined in Section 10(c)(v)below)may have or hereafter acquire under any statute, agreement, vote of the Member or otherwise. Therefore, the indemnification provided by this Section 10 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement,executed by the Indemnitee,as a matter of law or otherwise,and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified. (iii) The provisions of this Section 10 are for the benefit of the Indemnitees, their heirs,executors,personal and legal representatives,successors and assigns and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 10 or any provision hereof shall be prospective only and shall not in any way affect the Company's liability to any Indemnitee under this Section 10 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. (iv) As used in this Section 10,the term"Indemnitee"or"Indemnitees"shall mean(A)any Person made a party to a proceeding by reason of his,her or its status as(1)the Member, or (2)any direct or indirect director,officer or shareholder of the Member,or(3)the Manager,or(4)a member, manager or officer of the Company and(B)such other Persons as the Manager may designate from time to time(whether before or after the event giving rise to potential liability),in his sole and absolute discretion. (v) As used in this Section 10, the term "Person" or "Persons" shall mean any individual, partnership (limited or general partnership), trust, estate, association, corporation, limited liability company,or other legal entity or organization whether domestic or foreign. 11. Tax Elections. The taxable year of the Company shall be a calendar year. The Member will upon request supply the information necessary to give proper effect to such election. OPERATING AGREEMENT OF LANSING FARMS LLC PAGE 4 OF 7 14619562(12094-70] 12. Dissolution. The Company shall dissolve,and its affairs shall be wound up,upon the first to occur of the following: (a)the decision in writing of the Member to such effect;(b)the entry of a decree of judicial dissolution under § 30-6-70I(l)(e) of the Act; and(c)dissolution required by operation of law. The term of the Company shall commence on the date set forth in the preamble to this Agreement and shall continue until dissolution in accordance with this Section 12.Upon dissolution,the Member shall proceed to liquidate the assets of the Company, having due regard for obligations and the need for appropriate reserves. 13. Consents.Any action that may be taken by the Member at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member. A consent transmitted by electronic transmission by the Member or by a person or persons authorized to act for the Member shall be deemed to be written and signed. 14. Amendments. Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended by the Member in writing. 15. Form of Pronouns; Number; Construction. Whenever the context may require, any pronoun used herein shall include the corresponding masculine,feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Unless otherwise specified, references to Sections are to the Sections in this Agreement.Unless the context otherwise requires,the term "including" shall mean"including,without limitation". 16. Successors and Assigns.All covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns,whether so expressed or not. 17. Governing Law. This Agreement and all matters related hereto as well as the conduct of the Member, the Manager and any officer of the Company shall be governed by, and construed in accordance with, the laws of the State of Idaho, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Idaho or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Idaho. [end of text; signature page follows] OPERATING AGREEMENT of LANSING FARMS LLC PAGE 5 of 7 14619562[12094-701 IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Operating Agreement to be effective as of the date above first written. "COMPANY" LANSING FARMS LLC, an Idaho limited liability c y By: Nam ake L. Centers Its: Member "MEMBER" ake L. Centers "MANAGER" ---- e L. Centers,aka"Chris Nolan" OPERATING AGREEMENT of LANSING FARMS LLC PAGE 6 OF 7 14619562[12094-701 SCHEDULE A Membership Units and Percentages Member Units Membership Percentage Jake L. Centers 100 100% Total 100 100% OPERATING AGREEMENT of LANSING FARMS LLC PAGE 7 of 7 14619562[12094-701