Exhibit 3.69
LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
OF
[NAME OF ENTITY]
a California Limited Liability Company
This Limited Liability Company Operating Agreement (the "Agreement") is
entered into effective as of _______________, by __________________________,
a ______________________________________________, the Sole Member (the "Sole
Member") of ____________________________________________, a ___________________
(the "Company"). The Sole Member hereto agrees to form the Company pursuant to
the Xxxxxxx-Xxxxxx Limited Liability Company Act (California Corporations Code
Section 17000 et. seq.; the "Act") upon the following terms and conditions:
ARTICLE 1
NAME AND PLACE OF BUSINESS
1.1 Name. The name of the Company is ________________________________
________________ , or such other name or names as the Sole Member may hereafter
determine.
1.2 Registered Office and Agent. The name and address of the Company's
agent for service of process is ______________________________________________
________________________________, or such other eligible person as the Sole
Member hereafter may determine.
1.3 Place of Business. The Company's principal place of business is __
___________________________________________, or such other place or places as
the Sole Member hereafter may determine.
1.4 Sole Member Address. The mailing address of the Sole Member is ___
_________________________________________________.
1.5 Admission. The Sole Member is hereby deemed admitted as the sole
member of the Company upon its execution and delivery of this Agreement.
ARTICLE 2
PURPOSE, TERM AND OPERATIONS OF COMPANY
2.1 Purpose. The purpose of the Company shall be to transact any and
all lawful business for which limited liability companies may be organized under
the Act. Without limiting the generality of the foregoing, the initial purpose
of the Company shall be to ______________________________________________, and
to conduct other activities as may be necessary, incidental to or desirable in
connection with the foregoing.
2.2 Term of Company. The term of the Company shall commence on the date
the Articles of Organization for the Company are filed with the California
Secretary of State in accordance with the provisions of the Act, and shall
continue until dissolved and terminated pursuant to Article 6, below.
2.3 Fiscal Year. The fiscal year of the Company shall end on the fiscal
year end required for U.S. federal income tax purposes. The Sole Member is
authorized to make all elections for tax or other purposes as the Sole Member
deems necessary or appropriate in such connection, including the establishment
and implementation of transition periods.
ARTICLE 3
CAPITAL CONTRIBUTIONS AND DISTRIBUTIONS
3.1 Capital Contribution by Sole Member. The Sole Member shall
contribute to the capital of the Company the amount of ________________________
______________________________. Without creating any rights in favor of any
third party, the Sole Member may, from time to time, make additional
contributions of cash or property to the capital of the Company, but shall have
no obligation to do so.
3.2 Limited Liability. The Sole Member shall not be bound by, or be
personally liable for, the expenses, liabilities or obligations of the Company,
except as otherwise provided in the Act.
3.3 Distributions. The Sole Member shall be entitled to (a) receive all
distributions (including, without limitation, liquidating distributions) when
made by the Company at such times, and from time to time, as the Sole Member
deems appropriate, and (b) enjoy all other rights, benefits and interests in the
Company.
ARTICLE 4
MANAGEMENT AND BOOKS AND RECORDS
4.1 Management.
(a) The Sole Member agrees that the responsibility for managing the
business and affairs of the Company shall be delegated to three (3) managers
(who hereinafter shall be referred to individually as a "Manager" and
collectively as the "Board"), and consents to the election of _________________
__________________ as Managers of the Company.
(b) The Managers shall serve and continue in such office throughout
the entire term of the Company unless removed earlier by written action of the
Sole Member, by operation of law, by order or decree of any court of competent
jurisdiction, by voluntary resignation or upon the dissolution of the Company.
(c) In the event of the resignation, removal or termination of a
Manager, for any reason whatsoever, the written consent of the Sole Member shall
be required to designate a new Manager.
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(d) The Board shall in each case act by a majority of Managers in
office. The Board is hereby authorized to appoint one or more officers of the
Company (each, an "Officer"), including, without limitation, a President, a
Secretary, one or more Vice Presidents and one or more Assistant Vice Presidents
and Assistant Secretaries. Each such Officer shall have delegated to him or her
the authority and power to execute and deliver on behalf of the Company any and
all contracts, certificates, agreements, instruments and other documents, and to
take any other action which the Board deems necessary or appropriate, all as may
be set forth in a written delegation of authority executed by the Board. The
Officers shall serve at the pleasure of the Board, and the Board may remove any
person as an Officer and/or appoint other persons as Officers as the Board deems
necessary or desirable. Any person or entity dealing with the Company may
conclusively presume that an Officer specified in such a written delegation of
authority who executes a contract, certificate, agreement, instrument or other
document on behalf of the Company has the full power and authority to do so, and
each such document shall, for all purposes, be duly authorized, executed and
delivered by the Company upon execution by such Officer. By execution hereof,
the Sole Member hereby appoints as the initial Officers the following persons,
who shall hold the offices set forth opposite their respective names:
__________________ President
__________________ Vice President
__________________ Secretary/Treasurer.
4.2 Books and Records. At all times during the term of existence of the
Company, and beyond such term if the Sole Member deems it necessary, the Sole
Member shall keep or cause the Company to keep the books and records required by
the Act.
4.3 Specific Powers of Sole Member. Without limiting any other rights,
powers or authority which the Sole Member may have under this Agreement or by
law, the Sole Member, acting on behalf of the Company, shall have and hereby is
vested with all rights, powers and authority which an individual owner would
have, including, without limitation, the right, power and authority to:
(a) Purchase, own, sell, improve and operate real and/or personal
property of the Company, or an undivided interest therein, and execute, in
connection therewith, any purchase and/or sale agreements, escrow instructions,
leases, construction contracts or other related documents;
(b) Finance or refinance such property, or the Company's interest
therein, and execute, in connection therewith, any promissory notes, deeds of
trust or other related documents as may be required by any lender or title
insurance company;
(c) Execute and deliver any and all documents which may be
necessary or desirable to carry on the business of the Company, including, but
not limited to, deeds, assignments, bills of sale, land use applications,
license/permit applications, bonds and contracts;
(d) Take any and all other actions it deems necessary, desirable or
convenient for the furtherance of the objects and purposes of the Company; and
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(e) Exercise all other powers and rights conferred upon a limited
liability company formed pursuant to the Act.
ARTICLE 5
TAX MATTERS; ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS
5.1 Income Tax Purposes. The Sole Member hereby states its intention
that the Company shall be treated as a disregarded entity for purposes of
federal, state and local income tax laws, and further agrees that it will not
take any position or make any election, in a tax return or otherwise,
inconsistent herewith. In furtherance of the foregoing, to the extent permitted
by law and if deemed advisable by the Sole Member, the Company will file its
results of operations as part of the Sole Member's income tax returns for each
year.
5.2 Allocation of Profits and Losses. All Company profits and losses
shall be allocated to the Sole Member.
5.3 Allocation of Distributions. All Company distributions of cash or
other assets shall be made to the Sole Member, at such times as the Sole Member
shall determine.
ARTICLE 6
DISSOLUTION
The Company shall dissolve and its affairs shall be wound up at such
time, if any, (i) as the Sole Member may elect, or (ii) upon the entry of
judicial dissolution pursuant to Section 17351 of the Act.
ARTICLE 7
INDEMNIFICATION AND LIABILITY
7.1 Right to Indemnification. Subject to the limitations and conditions
provided in this Article 7, if the Sole Member is made a party or anticipates
being made a party to, or otherwise is involved in, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (hereinafter a "Proceeding"), or any appeal in such
a Proceeding or any inquiry or investigation that could lead to such a
Proceeding, by reason of the fact that such person is or was the Sole Member of
the Company, the Sole Member shall be indemnified by the Company to the fullest
extent permitted by the Act, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than the Act
permitted the Company to provide prior to such amendment) against judgments,
penalties (including excise and similar taxes and punitive damages), fines,
settlements and reasonable expenses (including attorneys' fees) actually
incurred by the Sole Member in connection with such Proceeding. Indemnification
pursuant to this Article 7 shall continue after the Sole Member has ceased to be
the sole member of the Company. The rights granted pursuant to this Article 7
shall be deemed contract rights, and no amendment, modification or repeal of
this Article 7 shall have the effect of limiting or denying any such rights with
respect to actions taken or Proceedings arising prior to any such amendment,
modification or repeal. It is expressly acknowledged that the indemnification
provided in this Article 7 may involve indemnification for negligence or under
theories of strict liability.
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7.2 Advance Payment. The right to indemnification conferred in this
Article 7 shall include the right to be paid or reimbursed by the Company for
the reasonable expenses incurred by the Sole Member if the Sole Member was, is
or is threatened to be made a named defendant or respondent in a Proceeding, in
advance of the final disposition of the Proceeding and without any determination
as to the Sole Member's ultimate entitlement to indemnification; provided,
however, that the payment of such expenses incurred by the Sole Member in
advance of the final disposition of a Proceeding shall be made only upon
delivery to the Company of a written affirmation by the Sole Member of its good
faith belief that it has met the standard of conduct necessary for
indemnification under this Article 7 and a written undertaking, by or on behalf
of the Sole Member, to repay all amounts so advanced if it ultimately shall be
determined that the Sole Member is not entitled to be indemnified under this
Article 7 or otherwise.
7.3 Nonexclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this Article 7 shall not be
exclusive of any other right which the Sole Member may have or hereafter may
acquire under any law, any provision of the Articles of Organization of the
Company or this Agreement, any other agreement, any vote of the Sole Member or
otherwise.
7.4 Insurance. The Company may purchase and maintain insurance, at its
expense, to protect itself and the Sole Member against any expense, liability or
loss, whether or not the Company would have the power to provide indemnification
against such expense, liability or loss under this Article 7.
7.5 Limited Liability. Except as otherwise provided by the Act, the
debts, obligations and liabilities of the Company, whether arising in contract,
tort or otherwise, shall be solely the debts, obligations and liabilities of the
Company, and neither the Sole Member nor any officer, manager, affiliate,
director, partner or controlling person of the Sole Member shall be obligated
personally for any such debt, obligation or liability of the Company.
7.6 Savings Clause. If this Article 7 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company nevertheless shall indemnify and hold harmless the Sole Member as to
costs, charges and expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement with respect to any Proceeding, to the full extent
permitted by any applicable portion of this Article 7 that shall not have been
invalidated and to the fullest extent permitted by law.
ARTICLE 8
AMENDMENT
Any amendment or supplement to this Agreement shall be effective only
if in writing and if the same shall be consented to and approved by the Sole
Member.
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ARTICLE 9
GOVERNING LAW
This Agreement is governed by and shall be construed in accordance with
the laws of the State of California (excluding its conflict-of-laws rules).
IN WITNESS WHEREOF, the Sole Member of the Company has executed and
delivered this Agreement to be effective as of the date set forth in the opening
paragraph hereof.
____________________________
a ____________________________________
By: ______________________________________
a _______________ corporation,
Its General Partner
By: _______________________________________
Name:
Title:
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