Operating Agreement, I15 SECURITY/TRANSPORTATION L.L.C.,
a Rhode Island Limited Liability Company, ARTICLE 1: DEFINITIONS, Capitalized terms used in this Agreement have the meanings specified in this
Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set
forth in the Rhode Island Limited Liability Company Act.
"Agreement" means this Operating Agreement of the Company, as may be
amended from time to time.
"Capital Account" means, with respect to any Member, an account consisting of
such Member's Capital Contribution, (1) increased by such Member's allocated share of
income and gain, (2) decreased by such Member's share of losses and deductions,
(3) decreased by any distributions made by the Company to such Member, and
(4) otherwise adjusted as required in accordance with applicable tax laws.
"Capital Contribution" means, with respect to any Member, the total value of
(1) cash and the fair market value of property other than cash and (2) services that are
contributed and/or agreed to be contributed to the Company by such Member, as listed
on Exhibit A, as may be updated from time to time according to the terms of this
Agreement., ARTICLE 2: CAPITAL CONTRIBUTIONS, ADDITIONAL MEMBERS, CAPITAL ACCOUNTS AND LIMITED LIABILITY, 2.1 Initial Capital Contributions. The names of all Members and each of their
respective addresses, initial Capital Contributions, and Ownership Interests must be set
forth on Exhibit A. Each Member has made or agrees to make the initial Capital
Contribution set forth next to such Member's name on Exhibit A to become a Member
of the Company.
2.2 Subsequent Capital Contributions. Members are not obligated to make
additional Capital Contributions unless unanimously agreed by all the Members. If
subsequent Capital Contributions are unanimously agreed by all the Members in a
consent in writing, the Members may make such additional Capital Contributions on a
pro rata basis in accordance with each Member's respective Percentage Interest or as
otherwise unanimously agreed by the Members.
2.3 Additional Members.
A. With the exception of a transfer of interest (1) governed by Article 7 of this
Agreement or (2) otherwise expressly authorized by this Agreement, additional Persons
may become Members of the Company and be issued additional Ownership Interests
only if approved by and on terms determined by a unanimous written agreement
signed by all of the existing Members.
B. Before a Person may be admitted as a Member of the Company, that
Person must sign and deliver to the Company the documents and instruments, in the
form and containing the information required by the Company, that the Members deem
necessary or desirable. Membership Interests of new Members will be allocated
according to the terms of this Agreement.
2.4 Capital Accounts. Individual Capital Accounts must be maintained for each
Member, unless (a) there is only one Member of the Company and (b) the Company is
exempt according to applicable tax laws. Capital Accounts must be maintained in
accordance with all applicable tax laws., ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS, 3.1 Allocations. Unless otherwise agreed to by the unanimous consent of the
Members any income, gain, loss, deduction, or credit of the Company will be allocated
for accounting and tax purposes on a pro rata basis in proportion to the respective
Percentage Interest held by each Member and in compliance with applicable tax laws.
3.2 Distributions. The Company will have the right to make distributions of
cash and property to the Members on a pro rata basis in proportion to the respective
Percentage Interest held by each Member. The timing and amount of distributions will
be determined by the Members in accordance with the Rhode Island Limited Liability
Company Act.
3.3 Limitations on Distributions. The Company must not make a distribution
to a Member if, after giving effect to the distribution:
A. The Company would be unable to pay its debts as they become due in the
usual course of business; or
B. The fair value of the Company's total assets would be less than the sum of
its total liabilities plus the amount that would be needed, if the Company were to be
dissolved at the time of the distribution, to satisfy the preferential rights upon
dissolution of Members, if any, whose preferential rights are superior to those of the
Members receiving the distribution., ARTICLE 4: MANAGEMENT, 4.1 Management.
A. Generally. Subject to the terms of this Agreement and the Rhode Island
Limited Liability Company Act, the business and affairs of the Company will be
managed by the Members.
B. Approval and Action. Unless greater or other authorization is required
pursuant to this Agreement or under the Rhode Island Limited Liability Company Act
for the Company to engage in an activity or transaction, all activities or transactions
must be approved by the Members, to constitute the act of the Company or serve to
bind the Company. With such approval, the signature of any Members authorized to
sign on behalf of the Company is sufficient to bind the Company with respect to the
matter or matters so approved. Without such approval, no Members acting alone may
bind the Company to any agreement with or obligation to any third party or represent
or claim to have the ability to so bind the Company.
C. Certain Decisions Requiring Greater Authorization. Notwithstanding
clause B above, the following matters require unanimous approval of the Members in a
consent in writing to constitute an act of the Company:
(i) A material change in the purposes or the nature of the Company's
business;
(ii) With the exception of a transfer of interest governed by Article 7 of
this Agreement, the admission of a new Member or a change in any
Member's Membership Interest, Ownership Interest, Percentage
Interest, or Voting Interest in any manner other than in accordance
with this Agreement;
(iii) The merger of the Company with any other entity or the sale of all
or substantially all of the Company's assets; and
(iv) The amendment of this Agreement., ARTICLE 5: ACCOUNTS AND ACCOUNTING, 5.1 Accounts. The Company must maintain complete accounting records of the
Company's business, including a full and accurate record of each Company transaction.
The records must be kept at the Company's principal executive office and must be open
to inspection and copying by Members during normal business hours upon reasonable
notice by the Members wishing to inspect or copy the records or their authorized
representatives, for purposes reasonably related to the Membership Interest of such
Members. The costs of inspection and copying will be borne by the respective Member.
5.2 Records. The Members will keep or cause the Company to keep the
following business records.
(i) An up to date list of the Members, each of their respective full legal
names, last known business or residence address, Capital
Contributions, the amount and terms of any agreed upon future
Capital Contributions, and Ownership Interests, and Voting
Interests;
(ii) A copy of the Company's federal, state, and local tax information
and income tax returns and reports, if any, for the six most recent
taxable years;
(iii) Any written records of meetings of the Members;
(iv) A copy of the articles of organization of the Company, as may be
amended from time to time ("Articles of Organization"); and
(v) An original signed copy, which may include counterpart
signatures, of this Agreement, and any amendments to this
Agreement, signed by all then-current Members., ARTICLE 6: MEMBERSHIP - VOTING AND MEETINGS, 6.1 Members and Voting Rights. The Members have the right and power to
vote on all matters with respect to which the Articles of Organization, this Agreement,
or the Rhode Island Limited Liability Company Act requires or permits. Unless
otherwise stated in this Agreement (for example, in Section 4.1(c)) or required under the
Rhode Island Limited Liability Company Act, the vote of the Members holding at least
a majority of the Voting Interest of the Company is required to approve or carry out an
action.
6.2 Meetings of Members. Annual, regular, or special meetings of the Members
are not required but may be held at such time and place as the Members deem
necessary or desirable for the reasonable management of the Company. A written notice
setting forth the date, time, and location of a meeting must be sent within a reasonable
period of time before the date of the meeting to each Member entitled to vote at the
meeting. A Member may waive notice of a meeting by sending a signed waiver to the
Company's principal executive office or as otherwise provided in the Rhode Island
Limited Liability Company Act. In any instance in which the approval of the Members
is required under this Agreement, such approval may be obtained in any manner
permitted by the Rhode Island Limited Liability Company Act, including by conference
call or similar communications equipment. Any action that could be taken at a meeting
may be approved by a consent in writing that describes the action to be taken and is
signed by Members holding the minimum Voting Interest required to approve the
action. If any action is taken without a meeting and without unanimous written consent
of the Members, notice of such action must be sent to each Member that did not consent
to the action., ARTICLE 7: WITHDRAWAL AND TRANSFERS OF MEMBERSHIP INTERESTS, 7.1 Withdrawal. Members may withdraw from the Company prior to the
dissolution and winding up of the Company (a) by transferring or assigning all of their
respective Membership Interests pursuant to Section 7.2 below, or (b) if all of the
Members unanimously agree in a written consent. Subject to the provisions of Article 3,
a Member that withdraws pursuant to this Section 7.1 will be entitled to a distribution
from the Company in an amount equal to such Member's Capital Account.
7.2 Restrictions on Transfer; Admission of Transferee. A Member may not
transfer any Membership Interests, whether now owned or later acquired, unless
Members holding a majority of the Percentage Interests not subject to transfer consent
to such transfer. A person may acquire Membership Interests directly from the
Company upon the written consent of all Members. A Person that acquires Membership
Interests in accordance with this Section 7.2 will be admitted as a Member of the
Company only after the requirements of Section 2.3(b) are complied with in full., ARTICLE 8: DISSOLUTION, 8.1 Dissolution. The Company will be dissolved upon the first to occur of the
following events:
(i) The vote of the Members holding at least a majority of the Voting
Interest of the Company to dissolve the Company;
(ii) Entry of a decree of judicial dissolution under Section 7-16-40 of the
Rhode Island Limited Liability Company Act;
(iii) At any time that there are no Members, unless and provided that
the Company is not otherwise required to be dissolved and wound
up, within 90 days after the occurrence of the event that terminated
the continued membership of the last remaining Member, the legal
representative of the last remaining Member agrees in writing to
continue the Company and (i) to become a Member; or (ii) to the
extent that the last remaining Member assigned its interest in the
Company, to cause the Member's assignee to become a Member of
the Company, effective as of the occurrence of the event that
terminated the continued membership of the last remaining
Member;
(iv) The sale or transfer of all or substantially all of the Company's
assets;
(v) A merger or consolidation of the Company with one or more
entities in which the Company is not the surviving entity., ARTICLE 9: INDEMNIFICATION, 9.1 Indemnification. The Company has the power to defend, indemnify, and
hold harmless any Person who was or is a party, or who is threatened to be made a
party, to any Proceeding (as that term is defined below) by reason of the fact that such
Person was or is a Member, officer, employee, representative, or other agent of the
Company, or was or is serving at the request of the Company as a director, Governor,
officer, employee, representative or other agent of another limited liability company,
corporation, partnership, joint venture, trust, or other enterprise (each such Person is
referred to as a "Company Agent"), against Expenses (as that term is defined below),
judgments, fines, settlements, and other amounts (collectively, "Damages") to the
maximum extent now or hereafter permitted under Rhode Island law. "Proceeding," as
used in this Article 9, means any threatened, pending, or completed action, proceeding,
individual claim or matter within a proceeding, whether civil, criminal, administrative,
or investigative. "Expenses," as used in this Article 9, includes, without limitation, court
costs, reasonable attorney and expert fees, and any expenses incurred relating to
establishing a right to indemnification, if any, under this Article 9.
9.2 Mandatory. The Company must defend, indemnify and hold harmless a
Company Agent in connection with a Proceeding in which such Company Agent is
involved if, and to the extent, Rhode Island law requires that a limited liability
company indemnify a Company Agent in connection with a Proceeding.
9.3 Expenses Paid by the Company Prior to Final Disposition. Expenses of
each Company Agent indemnified or held harmless under this Agreement that are
actually and reasonably incurred in connection with the defense or settlement of a
Proceeding may be paid by the Company in advance of the final disposition of a
Proceeding if authorized by a vote of the Members that are not seeking indemnification
holding a majority of the Voting Interests (excluding the Voting Interest of the
Company Agent seeking indemnification). Before the Company makes any such
payment of Expenses, the Company Agent seeking indemnification must deliver a
written undertaking to the Company stating that such Company Agent will repay the
applicable Expenses to the Company unless it is ultimately determined that the
Company Agent is entitled or required to be indemnified and held harmless by the
Company (as set forth in Sections 9.1 or 9.2 above or as otherwise required by
applicable law)., ARTICLE 10: GENERAL PROVISIONS, 10.1 Notice. (a) Any notices (including requests, demands, or other
communications) to be sent by one party to another party in connection with this
Agreement must be in writing and delivered personally, by reputable overnight courier,
or by certified mail (or equivalent service offered by the postal service from time to
time) to the following addresses or as otherwise notified in accordance with this
Section: (i) if to the Company, notices must be sent to the Company's principal
executive office; and (ii) if to a Member, notices must be sent to the Member's last
known address for notice on record. (b) Any party to this Agreement may change its
notice address by sending written notice of such change to the Company in the manner
specified above. Notice will be deemed to have been duly given as follows: (i) upon
delivery, if delivered personally or by reputable overnight carrier or (ii) five days after
the date of posting if sent by certified mail.
10.2 Entire Agreement; Amendment. This Agreement along with the Articles of
Organization (together, the "Organizational Documents"), constitute the entire
agreement among the Members and replace and supersede all prior written and oral
understandings and agreements with respect to the subject matter of this Agreement,
except as otherwise required by the Rhode Island Limited Liability Company Act. There
are no representations, agreements, arrangements, or undertakings, oral or written,
between or among the Members relating to the subject matter of this Agreement that
are not fully expressed in the Organizational Documents. This Agreement may not be
modified or amended in any respect, except in a writing signed by all of the Members,
except as otherwise required or permitted by the Rhode Island Limited Liability
Company Act.
10.3 Governing Law; Severability. This Agreement will be construed and
enforced in accordance with the laws of the state of Rhode Island. If any provision of
this Agreement is held to be unenforceable by a court of competent jurisdiction for any
reason whatsoever, (i) the validity, legality, and enforceability of the remaining
provisions of this Agreement (including without limitation, all portions of any
provisions containing any such unenforceable provision that are not themselves
unenforceable) will not in any way be affected or impaired thereby, and (ii) to the
fullest extent possible, the unenforceable provision will be deemed modified and
replaced by a provision that approximates the intent and economic effect of the
unenforceable provision and the Agreement will be deemed amended accordingly.
10.4 Further Action. Each Member agrees to perform all further acts and
execute, acknowledge, and deliver any documents which may be reasonably necessary,
appropriate, or desirable to carry out the provisions of this Agreement.
10.5 No Third Party Beneficiary. This Agreement is made solely for the benefit
of the parties to this Agreement and their respective permitted successors and assigns,
and no other Person or entity will have or acquire any right by virtue of this Agreement.
This Agreement will be binding on and inure to the benefit of the parties and their
heirs, personal representatives, and permitted successors and assigns.
10.6 Incorporation by Reference. The recitals and each appendix, exhibit,
schedule, and other document attached to or referred to in this Agreement are hereby
incorporated into this Agreement by reference.
10.7 Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all of the Members signed the same copy. All
counterparts will be construed together and will constitute one agreement., Exhibit A, Members
The Members of the Company and their respective addresses, Capital
Contributions, and Ownership Interests are set forth below. The Members agree to keep
this Exhibit A current and updated in accordance with the terms of this Agreement,
including, but not limited to, Sections 2.1, 2.3, 2.4, 7.1, 7.2, and 10.1.
Members Capital
Contribution
Percentage
Interest
Angel Diaz, Sr. 99%
Address:
36 Sassafras St.
Providence, Rhode Island 02907
Julian Diaz, Jr. 1%
Address:
36 Sassafras St.
Providence, Rhode Island 02907