FIRST AMENDMENT TO THE OPERATING AGREEMENT OF MINISTRY PARTNERS INVESTMENT COMPANY, LLC
Exhibit 3.16
FIRST
AMENDMENT
TO
THE
OF
This is the First Amendment (the “Amendment”), dated February
11, 2010, to the Operating Agreement of Ministry Partners Investment Company,
LLC, a California limited liability company (the "Company"), entered into by and
among the Company and each of the Class A Members a party thereto (each a “Member” and collectively, the
“Members”).
BACKGROUND
INFORMATION
On February 11, 2010, a majority of all
of the managers (the “Managers”) of the Company, and
no less than fifty-one percent (51%) of the Class A Members present at the
annual meeting of the Company, adopted this First Amendment to the Operating
Agreement for the Company (the "Operating
Agreement"). Accordingly, the parties agree as
follows:
OPERATIVE
PROVISIONS
1. Election
and Term of Managers. Section 4.6 of the Operating Agreement
is hereby deleted in its entirety and replaced with the following:
“4.6. Election
and Term. The Managers shall be divided into three classes,
consisting of Class I, Class II and Class III Managers. Each class
shall consist, as nearly as may be feasible, of one-third of the total number of
Managers that will manage, direct and supervise the business and affairs of the
Company.
At the 2010 annual meeting of the Class
A Members, Class I Managers shall be elected for a one year term, Class II
Managers for a two year term and Class III Managers for a three year
term. At each succeeding annual meeting of Class A Members beginning
in 2011, successors to the class of managers whose term expires at such annual
meeting shall be elected for a three year term. If the number of
Managers is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of Managers in each class as nearly equal
as possible, and any additional Manager of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that shall
coincide with the remaining term of such class. No decrease in the
number of Managers shall cause the term of a Manager to be
shortened. A Manager shall hold office until the annual meeting of
Class A Members for the year in which such Manager’s term expires and until a
successor is elected and qualified; subject, however, to the Manager’s prior
death, resignation, retirement, disability, disqualification or removal from
office. Only persons that are nominated by the Managers shall be
eligible for election as a Manager; provided, however, that the Managers shall
be authorized to appoint a Nominations Committee in accordance with the
provisions of Section 4.15 herein to select the nominees for election as a
Manager.”
2. Ratification
of Operating Agreement. Except as set forth above, all
other terms and conditions of the Operating Agreement shall remain in full force
and effect.
This First Amendment was approved by a
majority of the Company’s Class A Members at the annual meeting of Class A
Members held on February 11, 2010.
CERTIFICATION OF
SECRETARY
The undersigned secretary of Ministry
Partners Investment Company, LLC hereby certifies that the First Amendment to
the Operating Agreement of the Company attached hereto was adopted by the Class
A Members of the Company at the 2010 annual meeting of Class A Members effective
as of the 11th day of February, 2010.
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/s/ Van X. Xxxxxx
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Van
X. Xxxxxxx, Secretary
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