HomeMy WebLinkAboutPZ - Executed Operating Agreement - MMW&T, LLC OPERATING AGREEMENT
OF
MMW & T, LLC
This Operating Agreement of MMW&T,LLC an Idaho limited liability company organized pursuant to the
Idaho Limited Liability Company Act is entered into and shall be effective as of DECEMBER 21,2022 the
Effective Date,by and among the Company and the persons executing this Agreement as Members.
ARTICLE I
DEFINITIONS
For purposes of this Operating Agreement(as defined below),unless the context clearly indicates otherwise,the
following terms shall have the following meanings:
1.1 Act—The Idaho Limited Liability company act and all amendments to the Act.
1.2 Assignee-Additional Member—A Member other than an Initial member or a Substitute Member
who has acquired a Membership Interest from the Company.
1.3 Articles—'the Articles of Organization of the Company as properly adopted and amended from time
to time by the Members and filed with the Secretary of State.
1.4 Assignee—A transferee of a Membership Interest who has not been admitted as a Substituted
Member.
1.5 Capital Account—The accounts maintained for a Member or Assignee determined in accordance
with Article Vill.
1.6 Capital Contribution—Any contribution of Property,services or the obligation to contribute
Property or services made by or on behalf of a Member or Assignee.
1.7 Code—The Internal Revenue code of 1986,as amended.
1.8 Commitment—The Capital Contributions that a member or Assignee is obligated to make under this
Operating Agreement.
1.9 Company— MMW&T,LLC,a limited liability company formed under the laws of Idaho,and any
successor limited liability company.
1.10 Company Property—965 E Ustick Rd,Meridian,Idaho 83646.
OPERATING AGREEMENT OF MMW&T, LLC, Page 1
1.11 Contributing Members—Those Members making contributions as a result of the failure of a
Delinquent Member to make the contributions required by the Commitment as described in Article Vlll.
1.12 Default Interest Rate-The higher of the legal rate or the then-current prime rate quoted by the
largest commercial bank in the jurisdiction of the Principal Office plus three percent.
1.13 Delinquent Member—A Member or Assignee who has failed to meet the Commitment of that
Member or Assignee.
1.14 Distribution—A transfer of Property to a member with respect to a Membership Interest as
described in Article IX.
1.15 Disposition(Dispose)—Any sale,assignment,transfer,exchange,mortgage,pledge,grant,
hypothecation, or other transfer,absolute or as security or encumbrance(including dispositions by operation of
law).
1.16 Dissociation—Any action which causes a Person to cease to be a Member as described in Article
XII hereof.
1.17 Dissolution Event—An event,the occurrence of which will result in the dissolution of the Company
under Article XI V unless the Members agree to the contrary.
1.18 Effective Date—DECEMBER 21,2022.
1.19 Initial Capital Contribution-The Capital Contribution agreed to be made by the Initial Members
as described in Article Vill.
1.20 Initial Members—Those persons identified on Exhibit"A"attached hereto and made a part hereof
by this reference who have executed the Operating Agreement.
1.21 Majority—The affirmative vote or consent or approval of more than one-half of the Sharing Ratios
of all Members described as a"Majority"in Article VI hereof.
1.22 Management Right—The right of a Member to participate in the management of the Company,
including the rights to information and to consent of approve or vote on actions of the Company.
1.23 Managing Member—A Member selected to manage the affairs of the Company under Article VII
hereof.
1.24 Member—Initial Member, Substituted Member or Additional Member,and,unless the context
expressly indicates to the contrary,includes Managing Members and Assignees.
1.25 Membership Interest—The rights of a Member or,in the case of an Assignee,the rights of the
assigning Member in Distributions(liquidating or otherwise)and allocations of the profits,losses,gains,
deductions,and credits of the Company.
1.26 Net Losses—The losses and deductions of the Company determined in accordance with accounting
principles consistently applied from year to year employed under the method of accounting adopted by the
Company and as reported separately or in the aggregate,as appropriate,on the tax return of the Company filed for
federal income tax purposes.
OPERATING AGREEMENT OF MMW&T,LLC, Page 2
1.27 Net Profits—The income and gains of the Company determined in accordance with accounting
principles consistently applied from year to year employed under the method of accounting adopted by the
Company and as reported separately or in the aggregate,as appropriate,on the tax return of the Company filed for
federal income tax purposes.
1.28 Notice-Notice shall be in writing.Notice to the Company shall be considered given when mailed by
first class mail postage prepaid addressed to any Managing Member in care of the Company at the address of the
Principal Office. Notice to a Member shall be considered given when mailed by first class mail postage prepaid
addressed to the Member at the address reflected in the Operating Agreement unless the Member has given the
Company a Notice of a difference address.
1.29 Operating Agreement—This Operating Agreement including all Subscription Agreements, if any,
and amendments adopted in accordance with the Operating Agreement and the Act.
1.30 Organization—A Person other than a natural person. Organization includes,without limitation,
corporations(both non-profit and other corporations),partnerships(both limited and general),joint ventures,
limited liability companies,and unincorporated associations,but the term does not include tenancies and
tenancies by the entirety.
1.31 Property—Any property real or personal,tangible or intangible,including money and any legal or
equitable interest in such property,bur excluding services and promises to perform services in the future.
1.32 Person—An Individual,trust,estate,or any incorporated or unincorporated organization permitted
to be a member of a limited liability company under the laws of Idaho.
1.33 Proceeding—Anyjudicial or administrative trail,hearing or other activity,civil criminal or
investigative,the result of which may be that a court,arbitrator,or governmental agency may enter ajudgment,
order,decree,or other determination which,if not appealed and reversed,would be binding upon the Company,a
Member or other person subject to the jurisdiction of such court,arbitrator,or governmental agency.
1.34 Regulations—Except where the context indicates otherwise,the permanent,temporary,proposed,or
proposed and temporary regulations of the Department of the Treasury under the Code as such regulations may be
lawfully changed from time to time.
1.35 Resignation—The act by which a Managing Member ceases to be a managing Member.
1.36 Sharing Ratio—With respect to any Member,the percentage as specified on Exhibit"A"to this
Operating Agreement,as may be modified in Article IX.
1.37 Subscription Agreement—Agreement between a Member and the Company to fulfill the
Commitment defined in paragraph 1.11.
1.38 Substitute Member—An Assignee who has been admitted to all of the rights of membership
pursuant to the Operating Agreement.
1.39 Taxable Year—The taxable year of the Company as determined pursuant to§706 of the Code.
1.40 Taxing Jurisdiction—Any state,local,or foreign government that collects tax,interest or penalties,
however designated,on any Member's share of the income or gain attributable to the Company.
OPERATING AGREEMENT OF MMW&T,LLC, Page 3
ARTICLE II
FORMATION
2.1 Organization—The Members hereby organize the Company as an Idaho limited liability company
pursuant to the provisions of the Act.
2.2 Agreement—For and in consideration of the mutual covenants herein contained and for other good
and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Members executing
the Operating Agreement hereby agree to the terms and conditions of the Operating Agreement,as it may from
time to time be amended according to its terms. It is the express intention of the Members that the Operating
Agreement shall be the sole source of agreement of the parties,and,except to the extent a provision of the
Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or
Regulations or is expressly prohibited or ineffective under the Act, the Operating Agreement shall govern,even
when inconsistent with,or different than,the provisions of the Act or any other law or rule. To the extent any
provision of the Operating Agreement is prohibited or ineffective under the Act,the Operating Agreement shall
be considered amended to the smallest degree possible in order to make the agreement effective under the Act. In
the event the Act is subsequently amended or interpreted in such a way to make any provision of the Operating
Agreement that was formerly invalid valid,such provision shall be considered to be valid from the effective date
of such interpretation or amendment.
2.3 Name—The name of the Company is MMW&T,LLC,and all business of the Company shall be
conducted under that name or under any other time,but in any case,only to the extent permitted by applicable
law.
2.4 Effective Date—The Operating Agreement shall become effective upon the earlier of the filing and
acceptance of the same with the Secretary of State of Idaho or the date of execution of the Operation agreement.
2.5 Term—The Company's existence shall be perpetual,unless the Company shall be sooner dissolved
and its affairs wound up in accordance with the Act or the Operating Agreement.
2.6 Registered Agent and Office-The registered agent for the service of process and the registered
office shall be that Person and location reflected in the Articles as filed in the office of the Secretary of State.The
managing Members,may,from time to time,change the registered agent or office through appropriate filings with
the Secretary of State. If the Managing Members shall fail to designate a replacement registered agent or change
of address of the registered office,any Member may designate a replacement registered agent or file a notice of
change of address through appropriate filings with Secretary of State.
2.7 Principal Office—The Principal office of the Company shall be located at the offices of 315 1Ith
Ave S,Nampa, Idaho 83651;mailing address: PO Box 3304,Nampa,ID 83653
OPERATING AGREEMENT OF MMW&T,LLC, Page 4
ARTICLE III
NATURE OF BUSINESS
3.1—The initial purpose for which the company is established is to purchase real estate,however,the
company may engage in any lawful business permitted by the Act or the laws of any jurisdiction in which the
Company may do business. The Company shall have the authority to do all things necessary or convenient to
accomplish its purpose and operate its business.
ARTICLE IV
ACCOUNTING AND RECORDS
4.1 Books and Records—The Company shall keep adequate books and records at its principal place of
business,setting forth a true and accurate account of all business transactions arising out of and in connection
with the conduct of the company. Any Member of his designated representative shall have the right,at any
reasonable time,to have access to and inspect and copy the contents of such books or records.
4.2 Annual Reports—Within a reasonable period after the end of each Company fiscal year,each
Member shall be furnished with pertinent information regarding the Company and its activities during such
period.
4.3 Tax Information—Necessary tax information shall be delivered to each Member after the end of
each Taxable Year of the Company. Every effort shall be made to furnish such information within 75 days after
the end of each Taxable Year.
4.4 Accounts—The Managing Members shall maintain a record of Capital Accounts for each member in
accordance with Article VIII.
4.5 Cash Method of Accounting—The records f the Company shall be maintained on a cash receipt and
disbursements method of accounting.
ARTICLE V
NAMES AND ADDRESSES OF MEMBERS
5.1—The names and addresses of the Initial Members are as reflected on Exhibit`B"attached hereto and
by this reference made a part hereof.
OPERATING AGREEMENT OF MMW&T,LLC, Page 5
ARTICLE VI
RIGHTS AND DUTIES OF MEMBERS
6.1 Management Rights—All Members who have not Dissociated shall be entitled to vote on any matter
submitted to a vote of the Members.However,Assignees shall not be entitled to vote on any matters.
6.1.1—Acts Requiring a Majority Vote: The following matters,without limitation,require a Majority
vote:
A. disagreements regarding the authority of Management Members under Article 7.4;
B. compensation of Managing Member under Article 7.5;
C. removal of a Managing Member under Article 7.7; and
D. removal of a Member under Article 12.1.3.
6.1.2 Acts Requiring Unanimous Vote: The following matters require the unanimous vote of all of the
Members:
A. any amendment to the Operating Agreement;
B. the continuation of the Company after a Dissolution Event described in Article 14.1.3;
._ C. the authorization of a Managing Member or Member to do any act on behalf of the Company that
contravenes the Operating Agreement;
D. the admission of an Assignee as a Substitute Member under Article 13.2,and the admission of an
Additional member under Article 13.3;and
E. the dissolution of the Company.
6.2 Majority—Whenever any matter is required or allowed to be approved by a Majority of the Members
or a Majority of the Remaining Members under the Act of the Operating Agreement,such matter shall be
considered approved or consented to upon the receipt of the affirmative approval or consent,either in writing or at
a meeting of the Members,of Members having Sharing Ratios in excess of one-half of the Sharing Ratios of all
the Members entitled to vote on a particular matter. Assignees and,in the ease of approvals to withdrawal where
consent of the remaining Members is required,dissociating Members shall not be considered members entitled to
vote for the purpose of determining a Majority. In the case of a Member who has Disposed of the Member's
entire membership Interest to an Assignee,but has not been removed as provided below,the Sharing Ratio of
such Assignee shall be considered in determining a Majority and such Member's vote or consent shall be
determined by such Sharing Ratio.
6.3 Liability of Members—No person solely by virtue of his/her/its Member status shall be liable as
such for the liabilities of the Company. The failure of the Company to observe any formalities or requirements
relating to the exercise of its powers or management of its business or affairs under this agreement or the Act shall
not be grounds for imposing personal liability on the Members or Managers for liabilities of the Company.
OPERATING AGREEMENT OF MMW&T,LLC, Page 6
6.4 Indemnifications—The Company shall indemnify the Members,Managing Members,and agents for
all costs,losses, liabilities and damages paid or accrued by such Member,Manager or agent in connection with
the business of the Company,to the fullest extent provided or allowed by the laws of the State.
6.5 Representations and Warranties—Each member,and in the case of an Organization,the person(s)
executing the Operating Agreement on behalf of the Organization,hereby represents and warrants to the
Company and each other Member that:(a)if that Member is an Organization,that duly organized validly existing,
and in good standing under the law of its state of organization and that it has full organizational power to execute
and agree to the Operating Agreement to perform its obligations hereunder;(b)that the Member is acquiring its
interest in the Company for the Member's own account as an investment and without an intent to distribute the
interest;(c)the Member acknowledges that the interests have been registered under the Securities Act of 1933 or
any state securities laws,and may not be resold or transferred by the Member without appropriate registration or
the availability of an exemption from such requirements.
6.6 Conflicts of Interest
6.6.1. A Member,including a Managing Members,shall be entitled to enter into transactions that may be
considered to be competitive with,or a business opportunity that may be beneficial to,the Company,it
being expressly understood that some of the Members may enter into transactions that are similar to the
transactions into which the Company may enter. Notwithstanding the foregoing,Members shall account
to the Company and hold m trustee for it any property,profit,or benefit derived by the Member,without
the consent of the other Members,in the conduct and winding up of the Company business or from a use
or appropriation by the Member of Company Property including information developed exclusively for
the Company and opportunities expressly offered to the Company.
6.6.2. A Member,including a Managing Member does not violate a duty or obligation to the Company merely
because the Member's conduct furthers the Member's own interest. A member may lend money to and
transact other business with the Company. The rights and obligations of a member who lends money to
or transacts business with the Company are the time as those of a person who is not a Member,subject to
other applicable law. No transaction with the Company shall be voidable solely because a member has a
direct or indirect interest in the transaction if either the transaction is fair to the Company or the
disinterested Managing Members or disinterested Members, in either case knowing the material facts of
the transaction and the Member's interest,authorize,approve,or ratify the transaction.
ARTICLE VII
MANAGING MEMBERS
7.1 Original Managing Members—The ordinary and usual decisions concerning the business affairs of
the Company shall be made by the Managing Members. There shall be one or more Managing Members who
must be Members of the Company. The initial Managing Member(s)shall be m described on Exhibit"B"which
is made a par hereof.
OPERATING AGREEMENT OF MMW&T, LLC, Page 7
7.2 Term of Office as Managing Member—No Managing Member shall have any contractual right to
such position. Each Managing Member shall serve until the earliest of
A. the Dissociation of such Managing Member;
B. removal of the Managing Member;or
C. the voluntary withdrawal as a Managing Member by a Member.
7.3 Authority of Members to Bind the Company—The Members hereby agree that only the Managing
Members and authorized agents of the Company shall have the authority to make representations or warranties,or
enter into contracts on behalf of the Company(i.e.,Bind the Company). No Member shall indemnify the
Company for any costs or damages incurred by the Company as a result of the unauthorized action of such
Member. Each Managing Member has the power,on behalf of the Company,to do all things necessary or
convenient to carry out the business and affairs of the Company,including,without limitation:
7.3.1 the institution,prosecution and defense of any Proceeding in the Company's name;
7.3.2 the purchase,receipt,lease or other acquisition,ownership,holding,improvement,use and other dealing
with Property,wherever located;
7.3.3 the sale,conveyance,mortgage,pledge,lease,exchange,and other disposition of Property;
7.3.4 the entering into contracts and guaranties;incurring of liabilities;borrowing money,issuance of notes,
_ bonds,and other obligations; and the securing of any of its obligations by mortgage or pledge of any of its
Property or income;
7.3.5 the lending of money,investment and reinvestment of the Company's funds,and receipt and holding of
Property as security for repayment, including,without limitation,the loaning of money to,and otherwise
helping Members,officers,employees,and agents;
7.3.6 the conduct of the Company's business,the establishment of Company offices,and the exercise of the
powers of the Company within or without the State;
7.3.7 the appointment of employees and agents of the Company,the defining of their duties,the establishment
of their compensation;
7.3.8 the payment of pensions and the establishment of pension plans,pension trusts,profit-sharing plans,and
benefit and incentive plans for all or any of the current or former Members,employees,and agents of the
Company;
7.3.9 the making of donations to the public welfare or for religious,charitable,scientific,literary or educational
purposes;
7.3.10 the payment or donation,or any other act that furthers the business and affairs of the company;
7.3.11 the payment of compensation,or additional compensation to any or all Members,and employees on
account or services previously rendered to the limited liability company,whether or not an agreement to
pay such compensation was made before such services were rendered;
OPERATING AGREEMENT OF NNW 8 T,LLC,Page 8
7.3.12 the purchase of insurance on the life of any of its Members,or employees for the benefit of the Company;
7.3.13 the participation in partnership agreements,joint ventures,or other associations of any with any person or
persons;
7.3.14 the indemnification of Members or any other Person.
7.4 Actions of the Managing Members—Each Managing Member has the power to bind the Company
as provided in this Article V II. Any difference arising as to any matter within the Authority of the Managing
Members shall he decided by a majority in number of the Managing Members. No not of a Member in
contravention of such determination shall bind the Company to Persons having knowledge of such determination.
Notwithstanding such determination,the act of a Managing Member for the purpose apparently carrying on the
usual way of business or affairs of the Company,including the exercise of the authority indicated in this Article
VII,no person dealing with the Company shall have any obligation to inquire into power or authority of the
Managing Member acting on behalf of the Company.
7.5 Compensation of Managing Member—Each Managing Member shall be reimbursed all reasonable
expenses incurred in managing the Company and shall be entitled to compensation, in an amount to be
determined from time by the affirmative vote of a Majority of the Members.
7.6 Managing Members'Standard of Care—A Managing Member's duty of care in the discharge of
the Managing Member's duties to the Company and the other Members is limited to refraining from engaging in
grossly negligent or reckless conduct,intentional misconduct,or a knowing violation of law. In discharging its
duties,a Managing Member shall be fully protected in relying in good faith upon the records required to be
maintained under Article IV and upon such information,opinions,reports or statements by managing Member
reasonably believes are within such other person's professional or expert competence opinions,reports or
statements as to the value and amount of the assets,liabilities,profits or losses of the members might properly be
paid.
7.7 Removal of Managing Member—Any Managing Member may be removed by the affirmative vote
of a majority of the Members.
ARTICLE VHI
CONTRIBUTIONS AND CAPITAL ACCOUNTS
8.1 Initial Contributions—Each Initial member shall make the Capital Contribution described for that
Member on Exhibit"A"at the time and on the terns specified on Exhibit"A"and shall perform that Member's
Commitment. If no time for contribution is specified,the Capital Contributions shall be made upon the filing of
the Articles of Organization with the Secretary of State. The Member's initial Capital Account balance shall be as
set forth on Exhibit"A." No interest shall accrue on any Capital Contribution and no Member shall have the right
to withdraw or be repaid any Capital Contribution except w provided in this Operating Agreement. Each
Additional Member shall make the Initial Capital Contribution described in the Subscription Agreement.
OPERATING AGREEMENT OF MMW&T,LLC, Page 9
8.2 Additional Contributions—In addition to the Initial Capital Contributions and Commitment,the
Managing Members may determine from time to time that additional contributions are needed to enable the
Company to conduct its business. Upon making such a determination,the Managing Members shall give Notice
to all Members in writing at least thirty(30)business days prior to the date on which such contribution is due.
Such Notice shall set forth the amount of additional contribution needed,the purpose for such contribution is
needed,and the date by which the Members should contribute. Each Member shall be entitled to contribute a
proportionate share of such additional contribution. Except to the extent of a Member's unpaid Commitment,no
Member shall be obligated to make any such additional contributions. In the event any one or more Members do
not make their additional contribution,the other members shall be given the opportunity to make such additional
contributions. Each Member shall be entitled to make such additional contributions at the time or times and upon
the terms to which the Managing Members and the contributing Member agree.
8.3 Enforcement of Commitments—In the event any Member(a Delinquent Member)fails to perform
the Delinquent Member's Commitment,the Managing Members shall give the Delinquent Member a Notice of
failure to meet the Commitment. If the Delinquent Member fails to perform the Commitment(including any
costs associated with the failure to demand compliance with the Commitment and interest on such obligation at
the Default Interest Rate)within ten Business days of the giving of Notice,the Managing Members may take such
action,including but not limited to enforcing the Commitment in the court of Member's address as reflected in the
Operating Agreement. Each Member expressly agrees to the jurisdiction of such courts but only for the
enforcement of Commitments. The Managing Members may elect to allow non-Delinquent Members to
contribute the amount of the Commitment in proportion to such Members' Sharing Ratios,with those Members
who contribute(Contributing Members)to contribute additional amounts equal to any amount of the Commitment
not contributed. The contributing Members shall be entitled to treat the amounts contributed pursuant to this
section as a loan from the Contributing Members bearing interest at the Default Interest Rate secured by the
Delinquent Member's interest in the Company. Until they are fully repaid,the Contributing Members shall be
entitled to all Distributions to which the Delinquent Member would have been entitled. Notwithstanding the
foregoing,no Commitment or other obligation to make an additional contribution may be enforced by a creditor
of the company unless the Member expressly consents to such enforcement or to the assignment of the obligation
to such creditor.
8.4 Maintenance of Capital Accounts—The Company shall establish and maintain Capital Accounts for
each Member and Assignee. Each Member's Capital Account shall be increased by(1)the amount of any Money
actually contributed by the Member to the capital of the Company,(2)the fair market value of any Property
contributed,as determined by the Company and the contributing Member at arm's length at the time of
contribution(net of liabilities assumed by the Company or net of liabilities which the Company takes such
Property subject to,within the meaning of§752 of the Code),and(3)the Member's share of Net Profits and of
any separately allocated items of income of gain except adjustments of the Code(including any gain and income
from unrealized income with respect to accounts receivable allocated to the Member to reflect the difference
between the book value and tax basis of assets contributed by the Member). Each Member's Capital Account
shall be decreased by(1)the amount of arty Money actually distributed to the Member,(2)the far market value
of any Property distributed to the Member,as determined by the Company and the contributing Members at arm's
length value at the time of distribution(net of liabilities of the Company assumed by the Member of net liabilities
which the Member takes such Property subject to within the meaning of§752 of the Code),and(3)the Member's
share of Net Losses and of any separately allocated items of deduction or loss(including any loss or deduction
OPERATING AGREEMENT OF MMW&T,LLC, Page 10
allocated to the Member to reflect the difference between the book value and tax basis of assets contributed by the
Member).
8.5 Distribution of Assets—If the Company at any time distributes any of its Property in-kind to any
Member,the Capital account of each Member shall be adjusted to account for that Member's allocable share(as
determined under Article IX below)of the Net Profits or Net Losses that would have been realized by the
Company had it sold the assets that were distributed at their respective fair market values immediately prior to
their distribution.
8.6 Sales or Exchange of Interest—In the event of a sale or exchange of some or all of a Member's
interest in the Company,the Capital Account of the transferring Member shall become the capital account of the
Assignee,to the extent it relates to the portion of the interest transferred. Prior to the sale or exchange or an
interest,the Managing Members may consult with tax counsel to determine whether any tax elections should be
made,including elections under Section 754 of Code.
8.7 Compliance with Sections 704(b)and 704(c)of the Code- The provisions of the Article Vill as
they relate to the maintenance of Capital Accounts are intended,and shall be construed,and,if necessary,
modified to cause the allocations of profits,losses,income,gain and credit pursuant to Article IX to have
substantial economic effect under the Regulations promulgated under§704(b)and§704(c)of the Code, in light
of the distributions made pursuant to Articles IX and XIV and the Capital Contributions made pursuant to this
Article Vlll.
ARTICLE IX
ALLOCATIONS AND DISTRIBUTIONS
9.1 Allocations of Net Profits and Net Profits and Net Losses from Operations—Except as may be
required by §704(c)or the Code,net profits,net losses,and other items of income,gain,loss,deduction and
credit shall be apportioned among the Members and Assignees in proportion to their Sharing Ratios.
9.2 Intent of Allocations—In conjunction with Article 8.7 of this Operating Agreement,it is the intent of
the Members and of the Company that the allocations and distributions have substantial economic effect under the
Regulations promulgated under§ 704(b)of the Code. Should adjustments be necessary to capital accounts or
allocations to effect to the provisions of this Operating Agreement, then the Managing Members shall consult
with the tax counsel prior to making any adjustments or allocations in addition to or other than those set forth
herein. Specifically,without limitation,should any Member's Capital Account become negative,the Managing
Member shall consult with the Company's tax counsel to determine whether allocations should be made to restore
such Capital Account deficit.
9.3 Distributions—From time to time,the Managing Members shall determine in their reasonable
judgment to what extent, if any,the Company's cash on hand exceeds the current and anticipated needs,
including,without limitation,needs for operating expenses,debt service,acquisitions,reserves,and mandatory
distributions,if any. To the extent such excess exists,the Managing Members may make distributions to the
OPERATING AGREEMENT OF MMW&T,LLC, Page 11
Members in accordance with their Sharing Ratios. Such distributions shall be in cash or Property (which need not
be distrusted proportionately)or partly in both,as determined by the Managing Members.
ARTICLE X
TAXES
10.1 Elections—The Managing Members may make any tax elections for the Company allowed under
the Code or the tax laws of any state or other Taxing Jurisdiction having jurisdiction over the Company.
10.2 Taxes of Taxing Jurisdictions—Each non-resident Member of Idaho acknowledges that Idaho
claims taxing jurisdiction over such Members through such Member's Membership Interest in the Company.
Such non-resident Members shall submit to an agreement indicating that the Member will make timely income
tax payments to Idaho for income taxes attributable to the Member's income,and interest,and penalties assessed
by Idaho on such income. If the Member fails to provide such an agreement or fails to perform under such
agreement,or if the Member so elects,the Company shall withhold and pay over to income. Any such payments
made to Idaho with respect to the income of a Member shall be treated as a distribution for purposes of Article IX.
In addition,the Managing Members may,where permitted by the rules of any Taxing Jurisdiction,file a
composite,combined or aggregate tax return reflecting the income of the Company and pay the tax,interest and
penalties of some or all of the members on such income to the Taxing Jurisdiction,in which case the Company
shall inform the Members of the amount of such tax interest and penalties so paid.
10.3 Tax Matters Partner—The Managing Members shall designate one of their number or,if there are
no Managing Members eligible to act as tax matters partner,any other Member, as the tax matters partner of the
Company pursuant to §6231(aX7)of the Code. Any Member designated as tax matters partner shall take such
action as may be necessary to cause each other Member to become a notice partner within the meaning of§6223
of the Code. Any Member who is designated tax matter partner may not take any action contemplated by §6232
of the Code without the consent of the Managing Members.
ARTICLE XI
DISPOSITION OF MEMBERSHIP INTERESTS
11.1 Disposition—Any Member or Assignee may dispose of all a portion of the Member's or Assignee's
Membership Interest upon compliance with this Article 11. No Membership Interest shall be Disposed of.
11.1.1 if such disposition,alone or when combined with other transactions,would result in a termination of the
Company within the meaning of§708 of the Code;
11.1.2 if the Managing Members request an opinion of counsel,such opinion of counsel most be satisfactory to
the Managing Members and opine that such assignment is subject to an effective registration under the
applicable state and federal securities laws;or exempt from such registration requirements;
OPERATING AGREEMENT OF MMW&T,LLC, Page 12
11.1.3 unless and until the Company receives from the Assignee the information and agreements that the
Managing Members may reasonably require,including but not limited to any taxpayer identification
number and any agreement thin may be required by any Taxing Jurisdiction.
11.2 Dispositions not in Compliance with this Article Void—Any attempted Disposition of a
Membership Interest,or any part thereof,not in compliance with this Article is null and void.
11.3 Effect of Disposition—The disposition of a Membership Interest does not cause a Member to
terminate his status as a Member unless and until the Member has dissociated under Article XII. The recipient of
a Membership Interest is an Assignee until admitted as a Substitute Member under Article XIII.
ARTICLE XII
DISSOCIATION OF MEMBER
12.1 Dissociation—A Person shall cease to be a Member upon the happening of any of the following
events:
12.1.1 The voluntary Withdrawal of a Member act with the consent of a Majority of the remaining Members by
giving thirty(30)days Notice to the Managing Members.
12.1.2 The Member ceases to be a member of the Company due to the assignment of all of such Member's
Membership Interest in the Company and the Assignee has become a Substitute Member.
12.1.3 The Member is removed as a Member by an affirmative vote of a Majority of the Members.
12.1.4 The Member(i)makes an assignment for the benefit of creditors;(ii)files a voluntary petition in
bankruptcy;(III)is adjudicated a bankrupt or insolvent;(iv)files a petition or answer seeking for the
Member any reorganization,arrangement,composition,readjustment, liquidation,dissolution,or similar
relief under any statute, law or regulation;(v)files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the Member in any proceeding of this nature;or
(vi)seeks,consents to,or acquiesces to the appointment of a trustee,receiver or liquidator of the Member
or of all or any substantial party of the Member's properties.
12.1.5 If within one hundred twenty(120)days after the commencement of any proceeding against the member
seeking reorganization,arrangement,composition,readjustment,liquidation,dissolution or similar relief
under any statue, law or regulation,the proceeding has not been dismissed,or if within one hundred
twenty(120)days after the appointment without his consent or acquiescence of a trustee,receiver or
liquidator of the member or of all or any substantial part of his properties,the appointment is not vacated
or stayed or if within one hundred twenty(120)days after the expiration of any stay,the appointment is
not vacated.
12.1.6 In the case of a Member who is an individual;
A. The Member's death;or
OPERATING AGREEMENT OF MMW&T, LLC, Page 13
B. The entry of an order b a court of competentjurisdiction adjudicating the Member incompetent to
manage his person or estate.
12.1.7 In the case of a Member who is a trust or is acting as a Member by virtue of being a trustee of a trust,the
termination of the trust,but not merely the substitution of a new trustee.
12.1.8 In the case of a Member that is a separate limited liability company,the dissolution and commencement
of winding up of the separate limited liability company.
12.1.9 In the case of a Member that is a corporation,the filing of articles of dissolution or forfeiture of its
corporate powers or right to do business.
12.1.10 In the case of an estate,the distribution by the fiduciary of the estate's entire interest in the Company.
12.1.11 In the case of a professional services limited liability company,restrictions or limitations are placed upon
a Member's ability to continue to render professional services as described in section 53-614(5),Idaho
Code.
12.2 Rights of Dissociating Member—In the event any Member dissociates prior to the expiration of the
Term:
12.2.1 If the dissociation causes a dissolution and winding up of the Company under Article XIV,the Member
shall be entitled to participate in the winding up of the Company to the same extent as any other Member
except that any Distributions to which the Member would have been entitled shall be reduced by the
damages sustained by the Company as a result of the Dissolution caused by the dissociation and winding
up;
12.2.2 If the dissociation does not cause a dissolution and winding up of the Company under Article XIV and
the event of dissociation is under Article 12.1.3 or Article 12.1.6,the Member or the estate of a Member
shall be entitled to an amount equal to the value of the Member's Membership Interest in the Company,to
be paid within six months of the date of dissociation. As to all other events of dissolution defined in
Article XII that do not cause a dissolution of the Company,the dissociated Member shall be entitled to
receive an amount equal to the Member's Membership Interest in the Company,to be paid when the
Company is dissolved and wound up in accordance with Article XIV. The value of the Member's
Membership Interest shall include the amount of any Distributions to Membership Interest as of the date
of dissociation based upon the Member's right to share in distributions from the Company reduced by any
damages sustained by the Company as a result of the Member's dissociation.
OPERATING AGREEMENT OF MMW&T,LLC, Page 14
ARTICLE XIII
ADMISSION OF ASSIGNEES AND ADDITIONAL MEMBERS
13.1 Rights of Assignees—The Assignee of a Membership Interest has no right to vote the Membership
Interest assigned,to participate in the management of the business and affairs of the Company,or to become a
Member. The Assignee is entitled only to receive the Distributions and return of capital,and to be allocated the
Net Profits and Net Losses attributable to the Membership Interest.
13.2 Admission of Substitute Members—An Assignee of a Membership Interest shall be admitted as a
Substitute Member and admitted to all the rights of the Member who initially assigned the Membership rights and
powers and is subject to all the restrictions and liabilities of the Member originally assigning the Membership
Interest from any liability to the Company that may have existed prior to the approval date of admission of the
Assignee as a Substitute Member.
13.3 Admission of Additional Members—The Managing Members may permit the admission of
Additional Members and determine the Capital Contributions of such Members only upon the vote of a Majority
of the Members.
ARTICLE XIV
DISSOLUTION AND WINDING UP
14.1 Dissolution—The Company shall be dissolved and its affairs wound up,upon the first to occur of
the following events(which,unless the Members agree to continue the business,shall constitute Dissolution
Events):
14.1.1 the expiration of the Term,unless the business of the Company is continued with the consent of all of the
Members;
14.1.2 the unanimous written consent of all of the Members:
14.1.3 the Dissociation of any Managing Member,unless the business of the Company is continued with the
consent of all the remaining Members within 90 days after such Dissociation;
14.1.4 the entry of a decree ofjudicial dissolution.
14.2 Effect of Dissolution—Upon dissolution,the Company shall cease carrying on as distinguished
from the winding up of the Company business.—However,the Company shall continue until the winding up of
the affairs of the Company is completed and the Certificate of Dissolution has been issued by the Secretary of
State.
14.3 Distribution of Assets on Dissolution—Upon the winding up of the Company,the Company
Property shall be distributed:
OPERATING AGREEMENT OF MMW&T, LLC, Page 15
14.3.1 to creditors, including Members who are creditors,to the extent permitted by law,in satisfaction of
Company liabilities;
14.3.2 to Members in accordance with positive Capital Account balances taking into account all Capital Account
adjustments for the Company's taxable year in which the liquidation occurs. Liquidation proceeds shall
he paid within 60 days of the end of the Company's taxable year or,if later,within 90 days after the date
of liquidation. Such distributions shall be in cash or Property(which need not be distributed
proportionately)or partly in both,as determined by the Managing Members.
14.4 Winding Up and Certificate of Dissolution—Winding up of the Company shall be completed
when all the debts, liabilities,and obligations of the Company have been discharged or reasonably adequate
provision therefore has been made,and all of the remaining Property and assets of the Company have been shall
be delivered to the Secretary of State for filing. The certificate of dissolution shall set forth the information
required by the act.
ARTICLE XV
AMENDMENT
15.1 Operating Agreement May Be Modified—The operating agreement may be modified as provided
in this Article XV(as the same may,from time to time be amended).
15.2 Amendment of modification of Operating Agreement—The Operating Agreement may be
amended or modified from time to time only by a written instrument adopted and executed by all of the Members.
ARTICLE XVI
MISCELLANEOUS PROVISIONS
16.1 Entire Agreement—The Operating Agreement represents the entire agreement among all the
Members and between the Members and the Company.
16.2 No Partnership Intended for Non-tax Purposes—The members have formed the Company under
the Act,and they do not intend hereby to form a partnership under either the Idaho Uniform Partnership Act nor
the Idaho Uniform Limited Partnership Act. The Member do not intend to be partners one to another,or partners
as to any third parry. To the extent any Member,by word or action,represents to another person that any other
Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall
be liable to any other member who incurs personal liability by reason of such wrongful representation.
16.3 Rights of Creditors and Third Parties under this Operating Agreement—The Operating
Agreement is entered into among the Company and the Members for the exclusive benefit of the Company,its
Members,and their successors or assignees. The Operating Agreement is expressly not intended for the benefit of
any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no
OPERATING AGREEMENT OF MMW&T,LLC, Page 16
such creditor or third party shall have any rights under the Operating Agreement or any other agreement between
the Company and any Member with respect to Capital Contribution or otherwise.
IN WITNESS WHEREOF,we have hereunto set our hands on the date set forth beside our names.
1, 1V'L-uz-�-Q 17-121/ zz
MIKE MUSSELL Dated: 12/21/2022
PATTY MUSSELL Dated: 12/21/2022
,
�1 xo—,& I /z/ I2&e Z
KENT MUSSELL Dated: I221/2022
tz aI yOz2
TIFFANI HSU Dated: 122l/2022
alllbae�
MIKE WATEW Dated: 12/212022
4 W IV$)/zoo;.
SHENOA WATERS Dated: 12212022
CALVIN TABOR Dated: 12/212022
94 /zi21i2022
DEL JEAN TABOR Dated: 12/212022
OPERATING AGREEMENT OF MMW&T,LLC, Page 17
EXHIBIT"A"
MEMBER INITIAL CONRIBUTION ACCOUNT SHARING RATIO
MIKE&PATTY MUSSELL $50,000 25%
KENT MUSSELL&TIFFANIE HSU $50,000 25%
MIKE&SHENOA WATERS $50,000 25%
CALVIN %DEL JEAN TABOR $50,000 25%
OPERATING AGREEMENT OF MMW&T,LLC, Page 18
EXHIBIT"B"
MANAGING MEMBERS(S)
NAME ADDRESS
MIKE& PATTY MUSSELL P.O.BOX 3304
NAMPA, ID 83653
KENT MUSSELL&TIFFANIE HSU P.O. BOX 3864
NAMPA, ID 83653
MIKE&SHENOA WATERS 17376 ELBOW LANE
CALDWELL,ID 83607
CALVIN & DEL JEAN TABOR 28277 COUNTRY LANE
CALDWELL, ID 83607
OPERATING AGREEMENT OF MMW&T, LLC, Page 19