ERiverVallyLLCArticles V1AZ S` STATE OF IDAHO
Lawerence Denney I Secretary of State
Business Office
450 North 4th Street
PO Box 83720
Boise, ID 83720
East River Valley Street, LLC
2832 STATE ST
CARLSBAD, CA 92008-1630
Filing Acknowledgment
September 2, 2020
Please review the filing information below and notify our office immediately of any discrepancies.
File #:
3991466
Filing Date:
09/02/2020
Filing Type:
Limited Liability Company (D)
Annual Report Due:
09/30/2021
Status:
Active -Existing
Image #:
B0535-9015
Duration Term:
Perpetual
Receipt #:
000377975
Registered Agent: Principle Address: Mailing Address:
Jon Bauer East River Valley Street, LLC 2832 STATE ST
618 W FRANKLIN ST 2832 STATE ST CARLSBAD, CA 92008-1630
BOISE, ID 83702 CARLSBAD, CA 92008
Congratulations on the successful filing of your Certificate of Organization of Limited Liability Company for East
River Valley Street, LLC in the state of Idaho on the date shown above.
You must file an Annual Report with this office on or before the Annual Report Due Date noted above and maintain a
Registered Office and Registered Agent. Failure to do so will subject the business to Administrative
Dissolution/Revocation.
4i:�- 0 111-7
Lawer nce Denney
Idaho Secretary of State
Processed By: Business Division
Phone: 208-334-2301 * Email: business@sos.idaho.gov * Website: sosbiz.idaho.gov
OPERATING AGREEMENT OF EAST RIVER VALLEY STREET, LLC
an Idaho limited liability company
The undersigned, being the only member of East River Valley Street, LLC (the
"Company"), desiring to form a limited liability company under the Idaho Uniform Limited
Liability Company Act (the "Act"), hereby adopts the following as the operating agreement for
the Company (the "Agreement"). This Agreement shall constitute the operating agreement for
the Company except to the extent that the provisions of this Agreement are prohibited by the
Act, in which case the provisions of the Act shall control. Definitions for certain terms used in
this Agreement are contained in Article l of this Agreement.
ARTICLE 1
DEFINITIONS
The following definitions shall apply to this Agreement:
Section 1.1 "Act" means the Idaho Uniform Limited Liability Company Act and all
amendments thereto.
Section 1.2 "Additional Member" means any Member, other than the Initial
Members, who has acquired Membership Interest from the Company.
Section 1.3 "Agreement" means this Operating Agreement including all amendments
adopted in accordance with the Agreement and the Act.
Section 1.4 "Certificate" means the Certificate of Organization for the Company as
adopted and as amended from time to time pursuant to the terms of this Agreement and filed
with the Secretary of State.
Section 1.5 "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or the corresponding provisions of any future United States internal revenue law.
Section 1.6 "Company" has the meaning set forth in the preamble hereto.
Section 1.7 "Initial Members" or "Initial Members" means Perry L. Coles, acting
in his capacity as trustee of the Perry L. Coles and Amy S. Coles Family Trust.
Section 1.8 "Manager" means the person(s) designated by the Members to serve as
manager of the Company and who shall initially be Perry L. Coles.
Section 1.9 "Member" means a Person who is an owner of the Company. If there is
only one Member the estate or other successor -in -interest to such Member shall automatically be
substituted in the place and stead of that Member. At any time there is more than one Member,
Operating Agreement of East River Valley Street, LLC - 1
the term "Member" shall mean all Members, and any action that may be taken under this
Agreement by the Member may be taken by any Member, provided that any dispute with respect
to any action shall be decided by a majority of the Percentage Interests except where unanimous
consent is specifically required herein.
Section 1.10 "Membership Interest" means all of the rights of a Member in the
Company including the economic interest of a Member and the management rights of a Member.
Section 1.11 "Net Proceeds From Operations" means revenues generated by the
Company's operations (including, without limitation, the proceeds of sales and refinancing) less
expenditures, payments of debt and amounts set aside for reserves, if any. `inlet Proceeds From
Operations" shall not be reduced by depreciation, amortization, cost recovery deductions or
similar non -cash allowances, but shall be increased by any reductions of reserves, if any,
established by the Manager.
Section 1.12 "Percentage Interest" means the percentage that is set forth in Section
6.2 hereof.
Section 1.13 "Person" means an individual, general partnership, limited partnership,
limited association, corporation, domestic or foreign trust, estate, association or limited liability
company.
Section 1.14 "Principal Office" has the meaning set forth in Section 2.6 hereof.
Section 1.15 "Proceeding" means any judicial or administrative trial, hearing or other
activity, civil, criminal or investigative, the result of which may be that a court, arbiter, or
governmental agency may enter a judgment, order, decree or other determination which, if not
appealed and reversed, would be binding upon the Company, the Member, a Manager or other
person subject to the jurisdiction of such court, arbiter or governmental agency.
Section 1.16 "Secretary of State" means the Idaho Secretary of State.
ARTICLE 2
FORMATION
Section 2.1 Formation. The Company shall be deemed formed and legally in
existence as of September 2, 2020, the date the Certificate was filed with the Secretary of State.
Section 2.2 Name. The name of the Company is East River Valley Street, LLC.
Section 2.3 Business or Purpose. This Company is organized to engage in any and
all business activities authorized by the Act.
Section 2.4 Effective Date and Term. The Company's period of duration shall
commence upon the filing of the Certificate with the Secretary of State and shall continue
Operating Agreement of East River Valley Street, LLC - 2
perpetually, unless dissolved pursuant to Article 8. This Agreement shall be effective as of the
date the Certificate is/or was filed with the Secretary of State.
Section 2.5 Registered Office and Agent. The street address of the registered office
of the Company within the State is: 618 W. Franklin St., Boise, ID 83702. The name of the
registered agent of the Company at that address is: Tyree Bauer, PLLC. If the registered agent
dies, resigns or otherwise becomes unable to serve, the Manager may designate a replacement
registered agent or file a notice of change of address. The location of the registered office and
the name of the registered agent may be changed by the Manager at any time.
Section 2.6 Principal Office. The principal office of the Company shall be located at
the address reflected in the Certificate as filed in the office of the Secretary of State. The
Members, may, from time to time, change the principal office and make appropriate filings with
the Secretary of State to reflect that fact.
ARTICLE 3
RECORDS
Section 3.1 Records. The Manager shall maintain the records required by the
nonwaivable provisions of the Act at the Principal Office.
ARTICLE 4
MEMBERS
Section 4.1 Member Qualifications. Any Person is eligible to become a Member in
the Company. If the Person is an entity, it must be in good standing under the laws of the state
of its formation.
Section 4.2 Initial Members. The name and address of the Initial Member of the
Company, who shall, as trustees, own one hundred percent (100%) of the Percentage Interests of
the Company, are:
Initial Member Name Percentage Interest
Perry L. Coles, Trustee of the
Perry L. Coles and Amy S. Coles Family Trust 100%
Section 4.3 Additional Members. Additional Members may be admitted to the
Company only with the consent of the Initial Member or as otherwise provided in this
Agreement.
Section 4.4 Action by Member. Any action desired or required by the Members may
be evidenced by a written instrument signed by the Members holding the amount of Percentage
Interests required for such action under this Agreement. The Members authorize a Manager to
Operating Agreement of East River Valley Street, LLC - 3
take any action approved by the Members in accordance with this Agreement. This Section does
not limit the authority granted the Managers under Article 5. Except as expressly provided
herein, no Member shall, by virtue of his or her membership interest alone, have the authority to
act on behalf of or bind the Company.
Section 4.5 Nature of Members' Interests. The interests of the Members in the
Company shall be personal property for all purposes. Legal title to all Company assets shall be
held in the name of the Company. Neither the Members nor an heir, successor, representative or
assign of the Members shall have any right, title or interest in or to any Company property.
Section 4.6 Liability of Members. No Members shall be personally liable under any
judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability
of the Company; provided, however, that the amount committed by the Members to the capital of
the Company and its share of gains and undistributed profits of the Company shall be at risk for
the payment of the liabilities and losses 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 pursuant to the terms of this Agreement or the Act shall not be grounds for
imposing personal liability on the Members for liabilities of the Company.
Section 4.7 Indemnification of Members. The Company shall indemnify the
Members to the full extent provided or allowed by the law of the State of Idaho. In addition, the
Company shall advance costs of participation in any Proceeding to the Members.
Section 4.8 Conflicts of Interest. To the extent allowed under (i) the other provisions
of this Agreement and (ii) applicable law, the 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 the Members may enter into transactions that
are similar to the transactions into which the Company may enter.
ARTICLE 5
MANAGEMENT
Section 5.1 Managers. Except as otherwise may be expressly provided in this
Operating Agreement, the Certificate or the Act, all decisions with respect to the management of
the business and affairs of the Company shall be made by the Managers, who shall be appointed
by action of the Members. Each Manager shall have the power to take all actions they may deem
necessary and appropriate to operate the business and affairs of the Company to the full extent
allowed by law. The Members specifically direct that the Manager may take any or all actions
allowed under the Act and is hereby delegated all authority to act for the Company and control
and manage the Company to the full extent permitted by the Act.
Section 5.2 Liability of Manager. No Manager shall be personally liable under any
judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability
of the Company; provided, however, that the amount committed by the Member to the capital of
Operating Agreement of East River Valley Street, LLC - 4
the Company and its share of gains and undistributed profits of the Company shall be at risk for
the payment of the liabilities and losses 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 pursuant to the terms of this Agreement or the Act shall not be grounds for
imposing personal liability on the Manager for liabilities of the Company.
Section 5.3 Indemnification of Manager and Authorized Person. The Company
shall indemnify the Manager to the full extent provided or allowed by the law of the State of
Idaho. In addition, the Company shall advance costs of participation in any Proceeding to the
Member. In addition, if the Company's Certificate of Organization was filed by someone other
than the Manager or a Member, (a) the Company shall indemnify the Authorized Person that
filed the Certificate of Organization for the Company to the maximum extent provided and
allowed by the law of the State of Idaho and shall advance costs of participation in any
Proceeding to the Authorized Person and (b) the rights and obligations of the Authorized Person
with respect to the Company shall be, and shall be limited to, the clerical function of signing and
filing the Certificate of Organization.
Section 5.4 Removal of Manager. A Manager may be removed without cause upon
unanimous consent of the Members. Written notice of removal shall be given to the Manager by
the Members. Upon removal of the Manager, or upon the resignation, incapacity or death of the
Manager, a successor Manager may be appointed by the Members.
Section 5.5 Replacement of Managers. If a Manager dies, is unable to serve, or
resigns, the remaining Manager, if any, may act alone as the sole Manager of the Company.
ARTICLE 6
CAPITAL
Section 6.1 Contribution. The initial capital of the Company contributed by of the
Initial Member in exchange for the Initial Member's membership interest is one hundred dollars
($100.00).
Section 6.2 Percentage Interests. The Initial Member shall own one hundred percent
(100%) of the Percentage Interests in the Company, representing: (i) the right for each to receive
one hundred percent (100%) of the profits and losses and distributions from the Company and
(ii) a one hundred percent (100%) voting interest as a Member of the Company.
Section 6.3 Return of Capital. The capital contribution of the Members shall be
returned only upon dissolution and winding up of the Company or at any other time permitted
under the Act during the term of the Company.
Section 6A No Interest Paid on Capital. No interest shall be paid or credited with
respect to any capital contributed by a Member.
Operating Agreement of East River Valley Street, LLC - 5