Your Limited Liability Company: An Operating Manual (5th Ed.) Copyright (c) 2007 by Attorney Anthony Mancuso (Published by Nolo) 6/15/07 WHAT'S IN THIS FILE A. INTRODUCTION B. SPECIAL NOTICE FOR MACINTOSH USERS C. KEEPING UP-TO-DATE D. FILES INCLUDED ON THIS CD-ROM E. INSTALLING/COPYING THE FILES ONTO YOUR COMPUTER F. USING THE WORD PROCESSING FILES G. REGISTRATION FORM ****************************************************************** A. INTRODUCTION This CD-ROM contains files of the forms included in Your Limited Liability Company: An Operating Manual, by Attorney Anthony Mancuso (published by Nolo). Necessary Disclaimer: While the authors and Nolo attempt to provide current forms and information, we cannot guarantee that these forms are appropriate for you. If you have any doubts or if you require further information or guidance, please check with an attorney. ****************************************************************** B. SPECIAL NOTICE FOR MACINTOSH USERS This CD and its files should also work on a Macintosh and other operating systems. Please note, however, that Nolo cannot provide technical support for non-Windows users. Please see Appendix A for additional tips for working with this CD-ROM. ****************************************************************** C. KEEPING UP-TO-DATE The forms on this CD-ROM and in the book are updated regularly (with each new edition of the book) to reflect current law and practice. To order the latest version of this CD-ROM or the book, call Nolo toll-free at (800) 728-3555. (This number is for orders only.) To be notified of updates to this CD-ROM or the book, fill out and send us the Registration Form included in the back of the book or at the end of this file. ****************************************************************** D. FILES INCLUDED ON THIS CD-ROM The following files are in rich text format (RTF): FILE NAME FORM TITLE ----------------------------------------------------------------- MEETSUM.rtf Meeting Summary Sheet CALL.rtf Call of Meeting MEETLIST.rtf Meeting Participant List NOTICE.rtf Notice of Meeting ACKREC.rtf Acknowledgment of Receipt of Notice of Meeting PROXY.rtf Membership Voting Proxy MAILCERT.rtf Certification of Mailing of Notice LLCMTG.rtf Minutes of LLC Meeting WAIVER.rtf Waiver of Notice of Meeting APPROVE.rtf Approval of LLC Minutes PAPERLET.rtf Cover Letter for Approval of Minutes of LLC Meeting CONSENT.rtf Written Consent to Action Without Meeting CH08.rtf CH08_01 Authorization of Treasurer to Open and Use LLC Accounts CH08_02 Authorization of Treasurer to Open and Use Specific LLC Account(s) CH08_03 Authorization of LLC Account and Designation of Authorized Signers CH08_04 Authorization of Rental of Safe Deposit Box CH08_05 Adoption of Assumed LLC Name CH08_06 Approval of Contract CH08_07 Approval of Lease of Premises by LLC CH08_08 Purchase of Real Property by LLC CH08_09 Authorization of Sale of Real Property by LLC CH08_10 Delegation of LLC Authority CH08_11 Ratification of Contract or Transaction CH08_12 Rescission of Authority CH08_13 Certification of LLC Resolution CH08_14 Affidavit of LLC Resolution CH08_15 Acknowledgment CH09.rtf CH09_01 LLC Election of Corporate Tax Treatment CH09_02 Approval of Independent Audit of LLC Financial Records CH09_03 Approval of LLC Tax Year CH10.rtf CH10_01 Approval of Amendment to Articles of Organization CH10_02 Approval of Restatement of Articles of Organization CH10_03 Amendment of Articles Form CH10_04 Amendment of LLC Operating Agreement CH11.rtf CH11_01 Approval of LLC Distribution CH11_02 Approval of Additional Contributions of Capital by Members CH11_03 Admission of New Member CH11_04 Approval of Transfer of Membership CH11_05 Approval of LLC Purchase of Interest of Withdrawing Member CH12.rtf CH12_01 Approval of LLC Hiring CH12_02 Approval of Bonuses and Salary Increases CH12_03 Approval of Independent Contractor Services CH12_04 Appointment of LLC Officers CH12_05 Authorization of Payment for Attending LLC Meetings CH12_06 Annual Stipend for Attendance at LLC Meetings CH12_07 LLC Indemnification and Insurance CH13.rtf CH13_01 Authorization of Loan to LLC at Specific Terms CH13_02 Authorization of Maximum Loan Amount to LLC CH13_03 Authorization of LLC Representative to Borrow Funds on Behalf of LLC as Needed CH13_04 Authorization of Loan Terms Secured by LLC Property CH13_05 Authorization of Line of Credit CH13_06 Authorization of Line of Credit With Cap on Each Transaction CH13_07 Authorization of Line of Credit Secured by LLC Property CH13_08 Approval of Loan to the LLC CH13_09 LLC Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) CH13_10 LLC Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by LLC Property CH13_11 LLC Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment CH13_12 LLC Promissory Note: Periodic Payments of Interest With Lump-Sum Principal Payment CH13_13 LLC Promissory Note: Lump-Sum Payment of Principal and Interest on Specified Date CH13_14 LLC Promissory Note: Lump-Sum Payment of Principal and Interest on Demand by Noteholder CH13_15 LLC Promissory Note: Non-Uniform Schedule of Payments of Principal and Interest CH14.rtf CH14_01 Approval of LLC Loan to Insider CH14_02 Individual Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) CH14_03 Individual Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) Secured by Property CH14_04 Individual Promissory Note: Installment Payments of Principal and Interest (Amortized Loan) With Balloon Payment CH14_05 Individual Promissory Note: Periodic Payments of Interest With Lump-Sum Principal Payment CH14_06 Individual Promissory Note: Lump-Sum Payment of Principal and Interest on Specified Date CH14_07 Individual Promissory Note: Lump-Sum Payment of Principal and Interest on Demand by Noteholder CH14_08 Individual Promissory Note: Non-Uniform Schedule of Payments of Principal and Interest CH14_09 Release of Promissory Note CH15.rtf CH15_01 LLC Approval of Transaction Benefiting a Member or Manager ****************************************************************** E. INSTALLING/COPYING THE FILES ONTO YOUR COMPUTER Before you can do anything with the files on the CD-ROM, you need to install them onto your hard disk. In accordance with U.S. copyright laws, remember that copies of the CD-ROM and its files are for your personal use only. Insert the Forms CD and do the following: 1. WINDOWS 2000, XP, and Vista USERS Follow the instructions that appear on the screen. (If nothing happens when you insert the CD-ROM, then (1) double-click the My Computer icon; (2) double-click the icon for the CD-ROM drive into which the Forms CD-ROM was inserted; and (3) double click the file WELCOME.EXE.) By default, all the files are installed to the Program Files of your computer in the \Limited Liability Company Forms folder. A folder called "Limited Liability Company Forms" is added to the Programs folder of the Start menu. 2. MACINTOSH USERS Step 1: If the "LLC Forms CD" window is not open, open it by double-clicking the "LLC Forms CD" icon. Step 2: Select the "Limited Liability Company Forms" folder icon. Step 3: Drag and drop the folder icon onto the icon of your hard disk. ****************************************************************** F. USING THE WORD PROCESSING FILES This section concerns the files for forms that can be opened and edited with your word processing program. All fill-in forms are included in Rich Text Format (RTF). We've kept the general format of each document as simple as possible to allow for customization. If desired, you will need to add formatting yourself using your word processor. See your word processor manual for specific instructions on using its formatting commands. READ THE APPROPRIATE INSTRUCTIONS IN THE BOOK BEFORE YOU BEGIN EDITING THE FORMS. To draft your agreement on your computer: 1. Open the file with your word processing program 2. Fill in the appropriate information according to the instructions and sample agreements in the book. Underlines are used to indicate where you need to enter your information, frequently followed by instructions in brackets. 3. After filling in the form, rename the file and save it on your hard disk. IF YOU SAVE THE FILE WITHOUT RENAMING IT, THE UNDERLINES THAT INDICATE WHERE YOU NEED TO ENTER YOUR INFORMATION WILL BE LOST AND YOU WILL NOT BE ABLE TO CREATE A NEW DOCUMENT WITH THIS FILE WITHOUT RECOPYING THE ORIGINAL FILE FROM THE CD-ROM. IMPORTANT: Each word processor uses different commands to open, format, save and print documents. Please read your word processor's manual for specific instructions on performing these tasks. DO NOT CALL NOLO'S TECHNICAL SUPPORT IF YOU HAVE QUESTIONS ON HOW TO USE YOUR WORD PROCESSOR. ****************************************************************** G. REGISTRATION FORM We hope you are pleased with this product. To become a registered user, please fill out the registration form below and e-mail it to regcard@nolo.com Please paste the form into the message body of the e-mail. Do not send it as an attachment. If you do not have e-mail, you can print out the form and mail it to Nolo 950 Parker Street Berkeley, CA 94710 You may also fax it to (510) 548-5902. If you register, we will add your name to our mailing list and notify you of future updates to this program. Note: If you purchased this product from Nolo by telephone order or from our web site, you are already registered and do not need to send in this form. ****************************************************************** Your Limited Liability Company: An Operating Manual (LOP, 5th Ed.) REGISTRATION FORM Your Name ________________________________________ Street Address ____________________________________ City __________________________ State _______ Zip _____ Telephone Number ( ) ______________________ E-mail address: _______________________________ Where did you hear about this product? ___________________________ Where did you purchase this product ? ____________________________ Computer used? ___________________ Operating system ____________ Are you pleased with this product? (very) (5) (4) (3) (2) (1) (not yet used) Please provide any additional comments/suggestions below: Please initial: _____ You can quote me in future Nolo promotional materials. _____ I do not wish to receive any mailings. LOP END OF FILE