MYANMAR SCHOOLS LLC OPERATING AGREEMENT

Transcription

1 MYANMAR SCHOOLS LLC OPERATING AGREEMENT Article I: Definitions... 2 Article II: Organization... 2 Article III: Member... 3 Article IV: Management and Operation of Business... 3 Article V: Books, Records, and Accounting... 4 Article VI: Dissolution... 4 Article VII: Amendment of Agreement... 4 Article VIII: General Provisions... 4

2 OPERATING AGREEMENT This OPERATING AGREEMENT, is dated as of [ ]. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1. Article I: Definitions Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Agreement means this Operating Agreement, as it may be amended, supplemented or restated from time to time. Code means the Internal Revenue Code of 1986, as amended and in effect from time to time. Company means Myanmar Schools LLC, a Delaware limited liability company, and any successors thereto. Delaware Act means the Delaware Limited Liability Company Act, 6 Del. C. Section , et seq., as amended, supplemented or restated from time to time, and any successor to such statute. Manager means the School s director (head of school). Member means The International School Yangon Association, a nonprofit corporation incorporated in the District of Columbia. Person means any individual, firm, partnership, joint venture, company, estate, trust, business association, organization, or other entity. School means the school operating as The International School Yangon and any successors thereto. Article II: Organization Section 2.1 Formation. The Company has been formed as a limited liability company pursuant to the provisions of the Delaware Act. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Member and the administration and dissolution of the Company shall be governed by the Delaware Act. Section 2.2 Purposes. The purposes of the Company shall be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a limited liability company organized pursuant to the Delaware Act, (b) acquire, hold and dispose of interests in any partnership, joint venture, company or other entity, and, in connection therewith, to exercise all of the rights and powers conferred upon the Company with respect to its interests therein, and (c) conduct any and all activities related or incidental to the foregoing purposes. Section 2.3 Powers. The Company shall be empowered to do any and all acts and things necessary and appropriate for the furtherance and accomplishment of the purposes described in Section 2.2.

3 Section 2.4 Term. The Company s term shall be perpetual, unless and until it is dissolved in accordance with Article VI of this Agreement. Article III: Member Section 3.1 General. The Member is the Company s member, as defined by the Delaware Act. The Member may not be expelled from or removed as the Member of the Company. Except as otherwise provided in the Delaware 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 the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member of the Company. Article IV: Management and Operation of Business Section 4.1 Power and Authority of the Manager. The Manager is the Company s manager, as defined by the Delaware Act. Except as otherwise expressly provided in this Agreement, the Manager shall have complete management power over the business and affairs of the Company, including the following: (a) the delegation of management power to staff members of the School; (b) the making of expenditures; (c) the assumption or guarantee of indebtedness and other liabilities; (d) the making of tax, regulatory and other filings of the Company; (e) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company; (f) instrument; the negotiation, execution and performance of any contract, conveyance or other (g) the selection and dismissal of agents, attorneys, accountants, consultants and contractors; (h) the formation of, or acquisition or disposition of an interest in any partnership, joint venture, company or other entity; and (i) the indemnification of any Person against liabilities and contingencies to the extent permitted by law. Section 4.2 Remuneration. The Manager shall receive no remuneration for the Manager s service to the Company. Section 4.3 Indemnification. The Company shall indemnify the Manager to the fullest extent permitted by law, in connection with, related to, or incidental to the Manager s service to the Company.

4 Article V: Books, Records, and Accounting Section 5.1 Records and Accounting. The books of the Company shall be maintained in accordance with generally accepted accounting principles. Section 5.2 Fiscal Year. The fiscal year of the Company shall be the fiscal year of the School. Article VI: Dissolution Section 6.1 Dissolution. The Company shall not be dissolved without the written consent of the Member. Article VII: Amendment of Agreement Section 7.1 General. The Member may amend any of the terms of this Agreement. Article VIII: General Provisions Section 8.1 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. Section 8.2 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. Remainder of page intentionally left blank.

5 IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above. THE INTERNATIONAL SCHOOL YANGON ASSOCIATION By: Name: Title: Signature Page to the Operating Agreement