-
LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
有限责任公司经营协议
THIS
OPERATING
AGREEMENT
is
made
and
entered
into
effective
_____,
by
and
among
,
______ [list
the full legal names of the LLC members]
(collectively referred to in this agreement as
the
此协议完成生效的时间为
__
_
日，由
,
制定并在他们中生效。（以下简
称上述人员为成
员）
SECTION 1 THE LIMITED LIABILITY COMPANY
第一节
责任有限公司
1.1
Formation.
Effective ____, the Members form a limited
liability company under the name
_____,
L.L.C.
(the
on
the
terms
and
conditions
in
this
Operating
Agreement
(the
and
pursuant
to
the
laws
of
the
People
’
s
Republic
of
China.
The
rights
and
obligations of the
parties are as provided in Chinese law except as
otherwise expressly provided
in this
Agreement.
成立。成立时间：
______
公司
成立的成员如下：
_____
（以下简称为公司）遵守中华人民
共和国法律按此经营协议中的条款经营运行。
（此经营协议以下
简称协议）
。各方享有并承
担中国法律规定的权利和义务，
所有成员享有并承担中国法律规定的权利和义务，
此协议另
有规定除外。
1.2
Name. The
business of the Company will be conducted under
the name ______, L.L.C., or
such other
name upon which the Members may unanimously agree.
名称
公司
业务将以
_____
名称经营，或成员全体同意的其它名称。<
/p>
1.3
Purpose.
The
purpose of the Company is to engage in any lawful
act or activity for which a
Limited
Liability Company may be formed within the
People
’
s Republic of China.
目标。公司的目标是从事中国法律规定的各项合法的活动。
1.4
Office. The Company will maintain its
principal business office at the following
address:
场所
公司将把经营场所置于以下地址
1.5. Legal Title to Company Property.
Legal title to the property of the Company shall
be held in
the name of or in such other
name or manner as the Members shall determine to
be in the best
interest
of
the
Company.
Without
limiting
the
foregoing
grant
of
authority,
the
Members
may
arrange to have title taken and held in
their own names or in the names of trustees,
nominees or
straw parties for the
Company. It is expressly understood and agreed
that the manner of holding
title
to
property
(or
any
part
thereof)
of
the
Company
is
solely
for
the
convenience
of
the
Company,
and that all such property shall be treated as
Company property subject to the terms
of this Agreement.
公司财产合法所有权
，
公司财产合法所有权头衔将允许被置于成员认为符合公司最佳利益的
< br>名下。
在此条件下，
成员允许约定所有权头衔置于自己或
公司的受托人，提名人或傀儡。公
司任何财产所有权头衔享有的方式均为公司提供便利为
目的，
同时我们清楚了解和同意无论
何人拥有所有权头衔，按本
协，财产所有权均为公司所有。
1.6
Term.
The
term
of
the
Company
commences
on
______
[date]
and
shall
continue
perpetually unless sooner terminated as
provided in this Agreement.
时期
公司开始运营时期从
______
开始并将永远持续，除非按协议规定提前结束。
1.6.1
Term
Expiration.
This
Agreement
will expire
19
months
after
taking
effect,
unless
it
is
extended by a majority in interest of
the Members, or unless a replacement agreement has
yet to
be signed by a majority in
interest of the Members.
In
the event that a majority in interest of
the
Members
have
signed
a
replacement
agreement,
all
Members
who
fail
to
sign
the
replacement agreement
shall be bound by the terms of this agreement in
perpetuity, or until the
Company is
dissolved.
Under no
circumstances will the expiration of this
Agreement cause the
dissolution of the
Company.
协议结束时期
自生效之日起此协议有效期为
19
个月
，在此之后，在超过百分之五十股份
的同意下或新的协议还没通过超过百分之五十股份的
股东通过下可以继续生效。
超过百分之
五十股份的成员们通过新
的协议后，在没签协议的成员将继续遵守此协议，除非公司解散。
无论在任何条件下，此
协议的结束不能造成此公司的解散。
1.7
Names
and
Addresses
of
Members. The Members'
names
and
addresses
are
attached
as
Schedule 1 to this Agreement.
成员名称和地址
< br>成员的名字和地址见此协议的续增表
1
。
1.8
Admission
of
Additional
Members.
Except
as
otherwise
expressly
provided
in
this
Agreement, no additional members may be
admitted to the Company through issuance by the
company of a new interest in the
Company without the prior unanimous written
consent of the
Members.
新成员的接纳
在没有全体成员一直书面同意的条件下，不得通过发行股份的方式吸收新
成员，此协
议另有规定除外。
SECTION
2 CAPITAL CONTRIBUTIONS
第二节
资本贡献
2.1
Initial
Contributions.
The
Members
initially
shall
contribute
to
the
Company
capital
as
described in Schedule 2 attached to
this Agreement within seven days of when this
agreement
takes effect.
If a Member fails to fulfill their
initial contribution in the allowed time, they
will
forfeit all of their interest to
the Company.
启动资本。
成员对公司的出资数额见此协议续增表
2
，
资金在此协议生效之日起七天内到位。
在此期间资金没按时到位的成员，将丧失
在公司中所占的股份。
2.2
Additional
Contributions.
No
Member
shall
be
obligated
to
make
any
additional
contribution
to
the
Company's
capital
without
the
prior
unanimous
written
consent
of
the
Members.
额外追加。
除非全体成员一致书面同意，任何成员不得要求额外追加对公
司的投入。
2.3
No
Interest
on
Capital
Contributions.
Members
are
not
entitled
to
interest
or
other
compensation
for
or
on
account
of
their
capital
contributions
to
the
Company
except
to
the
extent, if any, expressly provided in
this Agreement.
无资本利息。
成员无权对注入公司资本要求利息或其它赔偿，
除非此协议另有规定。
SECTION 3 ALLOCATION OF PROFITS AND
LOSSES; DISTRIBUTIONS
第三节
利润分配和损失的承担
3.1
Profits/Losses. For
financial accounting and tax purposes, the
Company's net profits or net
losses
shall
be
determined
on
a
quarterly
basis
and
shall
be
allocated
to
the
Members
in
proportion to each Member's relative
capital interest in the Company as set forth in
Schedule 2
as amended from time to time
in accordance with applicable Chinese laws.
利润和损失
为了应付财会和交税，
每三个月公司对净利润和损失进行清算后，
并按续增表
2
中成员对公司所占的股份进行利润分配。并且
时不时修改分配方式以和中国法律要求一
致。
3.2
Distributions.
The
Managing
Members
shall
determine
and
distribute
available
funds
quarterly or at more frequent intervals
as they see fit.
Available
funds, as referred to herein,
shall
mean
the
net
cash
of
the
Company
available
after
appropriate
provision
for
expenses,
liabilities and
monetary reserves, as determined by the Managing
Members, who have a duty to
justify
their
accounting
to
other
Members.
Distributions
in
liquidation
of
the
Company
or
in
liquidation of a Member's
interest shall be made in accordance with the
positive capital account
balances
pursuant to applicable Chinese law.
分配。管理成员们将结算出现有资金，并按每季度，或其它成员认为合适的更频繁的方式
分配。现有资金，在这里是指在的开销，债务，和资金储备等合理付给后，管理成员们结算<
/p>
出的净资金，
于此同时管理成员们有义务向其它成员证实结算结果
的可靠性。
公司或股份将
按照中国法律根据公司账户收支进行清
算。
3.3
No Right to Demand Return
of Capital. No Member has any right to any return
of capital or
other distribution except
as expressly provided in this Agreement. No Member
has any drawing
account in the Company.
无权要回资金。
任何成员无权要回资金或其它财物，
但此协议的条款规定的除外。
任何成员
无权动用公
司账户。
SECTION 4
INDEMNIFICATION
保证
The Company shall indemnify
any person who was or is a party defendant or is
threatened to be
made a party
defendant, 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
he
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,
against
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 he
acted in
good faith and in a manner he 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/her
conduct
was
unlawful.
The
termination
of
any
action,
suit,
or
proceeding by judgment,
order, settlement, conviction, or upon a plea of
its equivalent, shall not in itself
create a presumption that the person did or did
not act in good
faith and in a manner
which he 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/her conduct was lawful
SECTION 5 POWERS AND DUTIES OF MANAGERS
第五节
管理人员的权力和义务
5.1
Management of Company.
公司管理。
5.1.1
The
Managing Members, within the authority granted by
the Act and the terms of this
Agreement
shall have the complete power and authority to
manage and operate the Company
and make
all decisions affecting its business and affairs.
Such decisions may include
but are in
no way limited to hiring and
firing of employees; negotiating and signing
contracts with faculty,
staff and third
parties; purchasing, maintaining and selling
property on behalf of the Company;
recruiting and consulting with students
and teachers; and conducting public outreach.
公司管理人员按照此协议的条款规定范围拥有完全的权力管理和经营公司，
同时对业务和事
情做决定。
这些决定包括下例这些和其它没列
举的：
雇佣和解雇公司职员；
和公司职员及和
< br>公司业务相关人员谈判和签订合同；代表公司购买，维护，销售公司财物；招生和招师，并
处理学生，老师的问题
;
处理公关业务。
5.1.2
Except as otherwise provided in this
Agreement, all decisions and documents relating to
the
management and
operation
of
the
Company
shall be
made
and
executed
by a
Majority
in
Interest of the Members.
除非次
协议另有规定，
所有和公司有关的管理经营决定和文件，
将由公
司成员统一决定和操
作。
5.1.3
Third
parties
dealing
with
the
Company
shall
be
entitled
to
rely
conclusively
upon
the
power
and
authority
of
a
Majority
of
the
Managing
Members
to
manage
and
operate
the
business and affairs of the Company.
公司业务相关人员完全依赖公司管理人员对公司管理经营和对业务事情的过半表决的效力。<
/p>
5.2
Appointment
of
Managing
Members.
The
names
of
the
three
permanent
Managing
Members are listed as follows:
常任管理人员的选举。下例人员为常任公司管理人员
:
5.2.1
Removal
of
Managing
Members.
The
permanent
Managing
Members
may
not
be
removed
from
their
positions
as
Managing
Members
except
by
unanimous
approval
by
the
Members,
not including the Managing Member whose removal is
being considered.
管理人员的解雇。<
/p>
常任公司管理人员除以下情况不能解雇管理职位：
除管理人员本人
以外，
全体成员一致同意解聘。
5.2.2
Resignation Notice for Managing
Members.
Managing Members
wishing to resign their
position
and
become
non-
managing
Members
must
submit
their
resignation
in
writing
to
all
Members 60 days
’
before the date of their resignation.
管理人员的辞职。
管理人员如要辞去
管理职位成为普通成员，必须辞去之日
60
天前以书
面形式通知。
5.2.3 Appointment of Temporary Managing
Members.
The Members have
the ability to hire a
new Temporary
Managing Member and offer the new position to a
Member who is not currently
a Managing
Member by a vote of a majority of Members
excluding the prospective Temporary
Managing Member.
The company shall have no more than one
Temporary Managing Member
at
one
time.
It
is
within
the
authority
of
the
Managing
Members
to
delegate
responsibilities
and duties to a Temporary Managing
Member; At least one week before the Members vote
on
approval
for
the
Temporary
Managing
Member,
the
permanent
Managing
Members
should
decide
on
and put
into
writing
a
contract
for
the
Temporary
Managing
Member
to
sign.
The
contract
must include an expiration date for the new
Temporary Managing Member
’
s
position.
Amending
the
Temporary
Managing
Member
’
s
contract
requires
unanimous
approval
of
the
Members
非常任管理人员的选举。
成员有权选举公司成员为非常任管理人员，
但必须通过除候选成员
本人外的过半成员投票通过。
在选举之前，
所有常任管理人员必须在一星期内为候选成员准
备好合同。
合同必需包括当选成员的工作期限，
如需
修改，
取消合同须要全体成员一致通过。
公司不能同时有选出一
名以上非常任管理人员。
常任管理人员有权对非常任管理人员安排任
务。
5.2.4
Salaries
for
all
Managing
Members.
All
Managing
Members
will
be
paid
a
salary,
to
be
evaluated
and
approved
annually
by
a
Majority
in
Interest
of
the
Members.
During
the
first
month
when
a
Managing
Member
reports
for
work,
he
or
she
will
begin
receiving
an
initial
monthly salary of no less than RMB
2,500.00 yuan.
所有管理人员的工资。
所有管
理人员将获得工资，
每年由公司过半股份决定，
管理人员的工<
/p>
资不应低于
2500
元每月。
5.2.5 Management
Fee.
In addition to their
salary, the Managing Members will equally divide a
management fee among themselves, which
shall be equal to 25% of the
Company
’
s available
funds.
This fee
will be paid before all interest-based
distributions.
管理奖金，除工资以外，管理人员平均分配管理奖金，
管理奖金为公司现有资金的
25%
。管
理奖金将在分红前取得。
5.3
Definition
of
Members.
Whenever
in
this
Agreement
reference
is
made
to
the
decision,
consent, approval, judgment, or action
of the Members, unless otherwise expressly
provided in
this Agreement, such
decision, consent, approval, judgment, or action
shall mean a Majority of
the Members.
成员的定义。
在此协议中出现关于成
员的决定，允许，同意，评价和行为，除非此协议另
有规定，这些决定，允许，同意，评
价和行为都是指关于过半成员的。
5.4
Withdrawal
by a Member. A Member has no power to withdraw
from the Company, except
as otherwise
provided in Section 8.
成员的退出。成员无权退出公司，除非第八节另有规定。
SECTION 6 SALARIES,
REIMBURSEMENT, AND PAYMENT OF EXPENSES
第六节
工资，报销
6.1
Organization
Expenses.
All
expenses
incurred
in
connection
with
organization
of
the
Company
will be paid by the Company.
公司开销。公司将付给所有与公司有关的开销。
6.2
Salary. No salary will be paid to a
Member for the performance of his or her duties
under
this Agreement unless the salary
has been approved in writing by a Majority in
Interest of the
Members.
工资。
成员不能要求对履行协议义务时的付出取得工资，除非过半股份以书面形式同意。
6.3
Legal and Accounting Services. The
Company may obtain legal and accounting services
to
the extent reasonably necessary for
the conduct of the Company's business.
法律与财会服务。公司允许为了公司业务取得合理的法律与财会服务。
SECTION 7 BOOKS OF ACCOUNT,
ACCOUNTING REPORTS, TAX RETURNS,
FISCAL
YEAR, BANKING
第七节
公司账户、财务报告、税务、财政年度
7.1
Method
of
Accounting.
The
Company
will
use
the
method
of
accounting
previously
determined by the Managing Members for
financial reporting and tax purposes.
会计形式。管理人员决定公司财务报告和税务的会计形式。
7.2
Fiscal Year; Taxable Year. The fiscal
year and the taxable year of the Company shall
begin
July 1 and end August 31.
财政年度
/
税务年度。公司的财政和税务年度从
7
月
1
日到次年的
8
月
< br>31
日。
7.3
Capital
Accounts.
The
Company
will,
if
acceptable
under
local
laws,
maintain
a
Capital
Account
for
each
Member
on
a
cumulative
basis
in
accordance
with
federal
income
tax
accounting principles.
No individual Member will have access to these
accounts.
固定资产账户。公司将为每个。。。。。。。。。。。
7.4
Banking. All funds of the Company will
be deposited in a separate bank account in the
name
of the Company as determined by
the Managing Members.
银行业务。管理人员决定公司所有资金以公司的名义存入银行。
SECTION 8 TRANSFER OF
MEMBERSHIP INTEREST
第八节
股份转移
8.1
Sale
or
Encumbrance
Prohibited.
Except
as
otherwise
permitted
in
this
Agreement,
no
Member
may
voluntarily
or
involuntarily
transfer,
sell,
convey,
encumber,
pledge,
assign,
or
otherwise
dispose
of
(collectively,
an
interest
in
the
Company
without
the
prior
written consent of a Majority in
Interest of the Members, excluding the
transferring Member.
禁止销售和抵
押。除非此协议另有规定，在没有过半股份以书面形式同意下，成员在任何
情况下不得转
移，
销售，
抵押，赠与，分割公司或其它方式
< br>（
“转移”统称上述所有方式）
。
8.2
Right of First Refusal. Notwithstanding
Section 8.1, a Member may transfer all or any part
of
the Member's interest in the Company
(the
公司优先购股权。此条规定以下情形，成员可以转
让部分或全部公司股份（“股份”以下
是部分和全部股份的统称）：
8.2.1
The Member desiring to transfer his or
her Interest first must provide written notice
(the
to
the
other
Members,
specifying
the
price
and
terms
on
which
the
Member
is
prepared to sell the Interest (the
成员如要转移他
/
< br>她的股份必须首先以书面形式通知（“通知”以下均指书面通知）其它成
员，明确
写明该成员股份销售的价格，时间及其它条件（“明细”以下指：该成员股份销售
的价格
和时间及其它条件）。
8.2.2
For a period of 30 days
after receipt of the Notice, any individual Member
or group of
Members
may acquire all, but not less than all,
of the Interest at the price and under the terms
specified in the Offer. If the other
Members desiring to acquire the Interest cannot
agree among
themselves on the
allocation of the Interest among them, the
allocation will be divided evenly
among
those Members desiring to acquire the Interest.
成员在接到通知
30
天后，
成员或个体成员按照明细说明有权购买股份，
但
必须是明细中的
全部股份。
成员不能阻止任何个体成员购买股份
，
如果成员不同意购买的股份在成员中的分
配，购买的股份将在
在成员中平均分配。
8.2.3
Closing of the sale of the
Interest will occur as stated in the Offer.
股份将按照明细内容完成。
8.2.4
If none of the other Members notify in
writing the transferring Member of their desire to
acquire all of the Interest proposed to
be transferred within the 30 day period following
receipt
of
the
Notice,
then
the
Members
will
be
deemed
to
have
waived
their
right
to
acquire
the
Interest on the terms
described in the Offer, and the transferring
Member may sell and convey
the
Interest
consistent
with
the
Offer
to
any
other
person
or
entity;
provided,
however,
that
notwithstanding
anything in Section 8.2 to the contrary, should
the sale to a third person be at a
price
or
on
terms
that
are
more
favorable
to
the
purchaser
than
stated
in
the
Offer,
then
the
transferring
Member
must
reoffer
the
sale
of
the
Interest
to
the
remaining
Members
at
that
other price or other terms; provided,
further, that if the sale to a third person is not
closed within
three
months
after
the expiration
of
the
30
day
period
describe
above,
then
the
provisions
of
Section 8.2 will again apply to the
Interest proposed to be sold or conveyed.
在收到明细的三十天内，如果成员或个体成员没用以书面形式
通知须转让股份成员购买要
求，
成员或个体成员丧失了该次股份
购买的权力，
须转让股份成员按明细要求，
有权向任何
个体或组织转让
;
以上条款同样有效的条件下：
如果须转让股份成员能比明细更好的转让股
份，须转让股份成员必须在该条件向成员提供
新明细。如果
30
天内成员不购买，须转让股
< br>份成员必须在接下来的
3
个月内完成这次股份转让，否则
此次转让作废。
8.2.5
Notwithstanding
the
foregoing
provisions
of
Section
8.2,
should
the
sole
remaining
Member
be
entitled
to
and
elect
to
acquire
all
the
Interests
of
the
other
Members
of
the
Company in accordance
with the provisions of Section 8.2, the acquiring
Member may assign the
right to acquire
the Interests to a third party of his or her
choice (the
“
Special Third
Party
”
) if the
assignment is reasonably believed to be
necessary to continue the existence of the Company
as a
limited liability company.
在上面条款同样有效的条件下，如果公司只剩一个愿留在公司
的成员，为了让公司继续存
在，按照
8.2
条款要求，该成员有权向任何人或任何组织转让公司的股份或所有成员的股份
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