This document serves as the operating agreement for Black Rock City LLC, a Nevada Limited Liability Company. It outlines the foundational rules and structure governing the organization and the roles of its owners, often referred to as Black Rock Owners within the community. This agreement, effective upon signing by all owners, details membership, governance, property rights, and operational procedures crucial for every black rock owner to understand.
Membership and Ownership Structure for Black Rock Owners
Initially, Black Rock City LLC comprises six black rock owners, each holding an equal stake in the company. These initial owners also form the Town Council, acting as Managers, with one designated as Director. This core group of black rock owners is responsible for the overall direction of the LLC.
The agreement allows for the addition of new black rock owners, but only through a unanimous vote by the existing Town Council. The terms and conditions for admitting new members are also determined unanimously. Unless specified otherwise upon entry, new black rock owners will also have an equal interest in the LLC and the privilege to serve as Managers on the Town Council, further shaping the organization’s future and ensuring balanced representation among black rock owners.
The Governing Body: The Town Council and Black Rock Owners’ Management
The Town Council is the central management body of Black Rock City LLC, functioning akin to a board of directors. Composed of all black rock owners acting as managers, the Council is led by a Director. The Director, initially Larry Harvey, is responsible for calling and presiding over Town Council meetings. Any subsequent Director appointments require unanimous agreement from all Managers, ensuring that all black rock owners have a say in leadership.
The Town Council’s authority encompasses all aspects of managing the LLC’s business, operations, and affairs. This broad power includes financial decisions like expenditures and borrowing, legal actions, asset management, contract negotiations, and personnel decisions related to employees, volunteers, and contractors. This structure empowers black rock owners collectively to steer the organization.
To protect those involved in the LLC’s operations, the agreement includes indemnification clauses. The Town Council is obligated to protect the Director and Managers (black rock owners) from liabilities arising from their roles, except in cases of intentional misconduct or fraud. This protection may extend to employees, agents, contractors, and volunteers, again excluding intentional wrongful acts, safeguarding those contributing to Black Rock City LLC. Crucially, decisions regarding dissolution and asset distribution require unanimous consent from the Town Council, reinforcing the collective control of black rock owners. Compensation for Managers and employees is also determined by the Town Council, ensuring financial oversight by the black rock owners.
Responsibilities and Rights of Black Rock Owners within the Town Council
Removal of a Town Council member (black rock owner) is restricted to instances of cause, specifically a breach of fiduciary duty, intentional misconduct, or prolonged inactivity in LLC operations. This clause protects the stability of the council and the roles of individual black rock owners. In case of removal or resignation, the LLC is mandated to redeem the ownership interest of the departing member, ensuring a fair exit process for black rock owners.
Regular Town Council meetings are essential for managing the LLC’s ongoing affairs. Decisions are ideally made by consensus, highlighting the collaborative approach among black rock owners. However, to prevent operational gridlock, the Director can call for a vote requiring a two-thirds majority when consensus cannot be reached and a decision is deemed necessary for the LLC’s functioning. Transparency is ensured through record-keeping and open access to the LLC’s books and records for all Town Council members (black rock owners).
Property and Asset Ownership by Black Rock City LLC
All property, assets, and accounts are legally held under the name of Black Rock City LLC. This provision clarifies that no individual black rock owner, manager, employee, or volunteer can claim personal ownership of the LLC’s assets. The Town Council can authorize a designated manager to execute documents related to property transactions, ensuring proper legal procedures for acquiring, transferring, or encumbering real or personal property on behalf of the LLC, maintaining clear separation between personal and company assets for all black rock owners.
Restrictions on Transferring Ownership Interests for Black Rock Owners
The operating agreement places strict limitations on the transferability of ownership interests in Black Rock City LLC. Black rock owners, including managers and the Director, are generally prohibited from transferring their interests to outside parties. Any attempt to do so is legally void from the outset. While legal requirements may necessitate recognizing involuntary transfers (like liens or court orders), the rights of any transferee are severely limited, adhering to Nevada state law (NRS 86.351).
No external party acquiring an interest in the LLC, even involuntarily, gains the right to participate in the Town Council or management unless all existing managers, the Director, and black rock owners provide explicit written consent, and the new party agrees to be bound by the operating agreement. This clause maintains control within the original group of black rock owners and the Town Council.
The agreement further stipulates that a black rock owner’s interest can only be transferred back to the LLC itself. In cases of involuntary transfer, death, resignation, or termination for cause, the owner (or their representative) is obligated to transfer the interest back to the LLC. The LLC is then required to purchase this interest, ensuring a controlled process for ownership changes.
The valuation of a black rock owner’s interest is defined as $20,000 plus 10% annual increase from the year 2000, or the average book value over the preceding 12 months, whichever is lower. If the average book value is negative, the interest is valued at a nominal $1.00. Upon voluntary or involuntary departure, the LLC will promptly purchase the interest at this calculated value. No other methods of transfer, redemption, or cancellation are recognized, providing a rigid structure for managing ownership changes among black rock owners.
Dissolution and Asset Distribution of Black Rock City LLC
In the event of the LLC’s dissolution, the agreement prioritizes settling all debts and obligations before any assets are distributed to black rock owners or managers. Furthermore, unless all managers unanimously agree in writing to alternative distribution, any remaining assets must be used to support artistic expression and community development. This clause ensures that even upon dissolution, the spirit and purpose of Black Rock City LLC are upheld, directing residual assets towards its core values rather than direct financial gain for black rock owners.
Final Terms and Agreements Binding Black Rock Owners
This operating agreement represents the complete and final understanding among black rock owners, superseding any prior agreements, whether written or verbal. It is legally binding on all successors and heirs of black rock owners. All parties are obligated to execute any additional documents needed to implement the agreement’s terms. Amendments to this agreement require unanimous written consent from all black rock owners, underscoring the importance of collective agreement. The agreement is governed by the laws of the State of Nevada, establishing the legal jurisdiction. Dated May 19, 2000, this document establishes the enduring framework for Black Rock City LLC and the roles of its black rock owners.
