representative will have access to and may inspect and copy all books, records and materials in
the Manager's possession regarding the Company or its activities. Access and inspection of
information will be at the requesting Member's expense.
4.7. EXCULPATION. Any act or omission of the Managers, the effect of which may cause or result
in loss or damage to the Company or the Members, if done in good faith to promote the best
interests of the Company, will not subject the Managers to any liability.
4.8. INDEMNIFICATION. The Company will indemnify any person who was or is a party
defendant or is threatened to be made a party defendant, in a pending or completed action, suit
or proceeding, whether civil, criminal, administrative, or investigative (other than an action by
or in the right of the Company) by reason of the fact that the person is or was a Member of the
Company, Manager, employee or agent of the Company, or is or was serving at the request of
the Company, for instant expenses (including attorney's fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred in connection with such action, suit or
proceeding if the Members determine that the person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interest of the Company, and with
respect to any criminal action proceeding, has no reasonable cause to believe his or her conduct
was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of "no lo Contendere" or its equivalent, does not in itself create a
presumption that the person did or did not act in good faith and in a manner which he or she
reasonably believed to be in the best interest of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her conduct was lawful.
4.9. RECORDS. The Managers must keep the following at the company’s principal place of
business or other location:
(a) A current list of the full name and the last known street address of each Member;
(b) A copy of the Company’s Certificate of Formation and Operating Agreement and
(c) Copies of Company's federal, state and local income tax returns and reports for
the three most recent years;
(d) Copies of the Company’s financial statements for the three most recent years.
5.1. MANAGEMENT FEE. Any Manager rendering services to the Company is entitled to
compensation proportionate with the value of those services.
5.2. REIMBURSEMENT. The Company must reimburse the Managers or Members for all direct
out-of-pocket expenses incurred by them in managing the Company.
Operating Agreement – Page 4 of 9