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Formation. The Company shall be operated as a limited
liability company in accordance with this Agreement and the Virginia Limited
Liability Company Act, as amended.
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Name and Place of Business. The Company's name is Greek
God Trading, LLC. Its principal business office is located at 8544 Electric
Avenue, Vienna, Virginia 22182, or such other place as the Management
Committee, as defined in Paragraph 10 hereof, may advise the Members from time
to time.
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Purpose. The purpose of the Company is to invest the assets
of the Company solely in stocks, bonds and other securities (“securities”) for
the education and benefit of the Members.
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Membership Interest. For purposes of this Agreement, a
Member's Membership Interest means such Member's ownership interest in the
Company and rights and obligations with respect thereto.
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Term. The Company shall continue until December 31 of this
year and thereafter from year to year unless earlier terminated as hereinafter
provided.
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Meetings. Periodic meetings shall be held as determined by
the Management Committee.
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Capital Contributions. The Members may make capital
contributions to the Company on the date of each periodic meeting in such
amounts as the Management Committee shall determine.
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Value of the Company. The current value of the assets of
the Company, less the current value of the liabilities of the Company,
(hereinafter referred to as the “value of the Company”) shall be determined as
of a regularly scheduled date and time (“valuation date”) preceding the date
of each periodic meeting determined by the Management Committee. The value
shall be expressed in terms of valuation units. At inception, the interest of
a Member ("valuation unit") of the Company shall be worth $1.00. The interest
shall change according to the change in asset values and the impact of
expenses. The interest shall not change due to the purchase or sale of shares
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Capital Accounts. A capital account shall be maintained in
the name of each Member. Any increase or decrease in the value of the Company
on any valuation date shall be credited or debited, respectively, to each
Member’s capital account on that date. Any other method of valuating each
Member’s capital account may be substituted for this method, provided the
substituted method results in exactly the same valuation as previously
provided herein. Each Member’s contribution to, or capital withdrawal from,
the Company shall be credited, or debited, respectively, to that Member’s
capital account.
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Management Committee. There will be a Management Committee
with 4 Members, or some other number as may later be determined by the current
Management Committee. The Management Committee will appoint a chairperson.
Decisions affecting the affairs of the Company will be made by the Management
Committee with each member of the Committee having equal voting strength, with
ties to be resolved by the chairperson.
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Management Committee Selection. The Management Committee
members will be selected by those Members whose capital accounts total a
majority of the value of the capital accounts of all the Members. An election
can be called for by any Member at least 30 days prior to the next meeting, at
which time the election will be held.
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Elections & Teller. The Management Committee shall appoint
a Teller. The election of the Management Committee must be held at least once
per year. Voting may be performed by any means judged appropriate by the
Teller.
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Sharing of Profits and Losses. Net profits and losses of
the Company shall inure to, and be borne by, the Members, in proportion to the
value of each of their capital accounts. Profits and losses will be expressed
as changes to the value of the "valuation unit", or share value of the
Company.
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Books of Account & Treasurer. The Management Committee
shall appoint a Treasurer who will maintain the books of account of the
transactions of the Company, which shall at all times be available and open to
inspection and examination by any Member.
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Annual Accounting. Each calendar year, a full and complete
account of the condition of the Company shall be made to the Members.
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Bank Account. The Management Committee may select a bank
for the purpose of opening a bank account. Funds in the bank account shall be
withdrawn by checks signed by any Member(s) designated by the Management
committee or by authorized electronic transaction.
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Broker Account. None of the Members of this Company shall
be a broker. However, the Management Committee may select one or more broker(s)
and enter into such agreements with the broker(s) as required for the purchase
or sale of securities. Securities will typically be held by the broker.
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Any corporation or transfer agent called upon to transfer
any securities to or from the name of the Company shall be entitled to rely on
instructions or assignments signed by any Member designated by the Management
Committee without inquiry as to the authority of the person(s) signing such
instructions or assignments, or as to the validity of any transfer to or from
the name of the Company.
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At the time of a transfer of securities, the corporation or
transfer agent is entitled to assume (1) that the Company is still in
existence and (2) that this Agreement is in full force and effect and has not
been amended unless the corporation or transfer agent has received written
notice to the contrary.
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Compensation. To be determined.
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Transfers. Transfers of a Member’s interest is prohibited,
except to a spouse, child or grandchild of the Member.
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Additional Members. Additional Members may be admitted at
any time, upon the unanimous consent of the Members, so long as the number of
Members does not exceed twenty-five (25) or some other limit later determined
by the Management Committee.
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Transfers to a Trust. A Member may, after giving written
notice to the other Members, transfer his interest in the Company to a
revocable living trust of which he and/or his spouse is a grantor and trustee.
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Removal of a Member. Any Member may be removed, with or
without cause, by agreement of the Members whose capital accounts total a
majority of the value of all Members’ capital accounts. Written notice of a
meeting where removal of a Member is to be considered shall include a specific
reference to this matter. The removal shall become effective upon payment of
the value of the removed Member’s capital account, which shall be in
accordance with the provisions on full withdrawal of a Member noted in
paragraph 22. The vote action shall be treated as receipt of request for
withdrawal.
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Termination of Company. The Company may be terminated by
agreement of the Members whose capital accounts total a majority in value of
the capital accounts of all the Members. Written notice of a meeting where
termination of the Company is to be considered shall include a specific
reference to this matter. The Company shall terminate upon a majority vote of
all Members’ capital accounts. Written notice of the decision to terminate the
Company shall be given to all the Members. Payment shall then be made of all
the liabilities of the Company and a final distribution of the remaining
assets either in cash or in kind, shall promptly be made to the Members or
their personal representatives in proportion to each Member’s capital account.
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Voluntary Withdrawal (Partial or Full) of a Member. Any
Member may withdraw a part or all of the value of his capital account in the
Company and the Company shall continue as a taxable entity. The Company will
have 90 days from receipt of the request to withdraw funds to deliver the
funds in cash (check or electronic transfer) to the withdrawing Member. The
withdrawing Member is responsible for any expenses or losses that may be
incurred in the process of liquidating sufficient securities to cover the
withdrawal.
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In making payment, the value of the Company as set forth in
the valuation statement prepared for the first meeting following the meeting
at which notice is received from a Member requesting a partial or full
withdrawal, will be used to determine the draft value of the Member’s account.
If, however, security positions must be closed to provide the liquidity needed
to meet the withdrawal, the Member's account value may be affected by the
share value at the time of closure and any commissions paid.
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Other Members may choose to purchase the valuation units
being sold by the withdrawing Member. In this case, liquidation is not
necessary and the value of the withdrawing Member's account will not be
affected by commissions or other expenses.
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The Management Committee shall establish and update a
penalty fee for withdrawals. Initially, if a Member sells or transfers his
interest within one year of purchasing it, there is a 3% penalty fee, and no
penalty thereafter.
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Death or Incapacity of a Member. In the event of the death
or incapacity of a Member (or the death or incapacity of the grantor and/or
trustee of a revocable living trust, if such trust is a Member), receipt of
notice shall be treated as a notice of full withdrawal.
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Terms of Payment. All deposits and withdrawals shall be
made with funds in cash (check, money order, or electronic transfer).
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If the Member withdrawing a portion or all of the value of
his capital account in the Company desires an immediate payment in cash, the
Company at its earliest convenience may pay eighty percent (80%) of the
estimated value of his capital account and settle the balance in accordance
with the valuation and payment procedures set forth in paragraph 22.
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Forbidden Acts. No individual Member shall:
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Have the right or authority to bind or obligate the
Company to any extent whatsoever with regard to any matter outside the scope
of the Company purpose. Except as provided in paragraph 20A, without the
consent of the Management Committee, assign, transfer, pledge, mortgage or
sell all or part of his interest in the Company to any other Member or other
person whomsoever, or enter into any agreement as the result of which any
person or persons not a Member shall become interested with him in the
Company.
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Purchase an investment for the Company where less than
the full purchase price is paid for same.
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Use the Company name, credit or property for other than
Company purposes.
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Do any act detrimental to the interests of the Company or
which would make it impossible to carry on the business or affairs of the
Company.
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Strategy Paper. The Management Committee may maintain a
Strategy Paper with parameters for investing, and may communicate it to all
Members, with Member comments solicited. All changes shall be promptly
communicated to all Members. Such communications may be made by U.S. Mail, or
E-mail, or any other such method as may be designated by the Management
Committee.
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Amendment of Operating Agreement. Amendment of the
Operating Agreement will require the approval of 80% of the Membership
interest.
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Voting. No Member’s percentage vote shall exceed 10% of
the company’s interest, unless there are fewer than 10 Members, in which case
each of the 10 Members shall have equal voting interest.
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This Operating
Agreement shall be binding upon the respective heirs, executors,
administrators and personal representatives of the Members.
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The founding
Members have caused this Operating Agreement to be executed on the dates
indicated below, effective as of the date indicated above.
