Almost as critical for the LLC as the articles of organization is the operating agreement. There isn’t an official state requirement to have an operating agreement, but it’s a vital internal document that specifies how your LLC will operate on both the day-to-day and strategic levels.
The operating agreement should list the LLC’s members, specify how much each member has invested, explain how profits will be divided, and state how much proportional “weight” each member has when issues are voted upon-this is known as “members in interest.” Unless the articles of organization or the operating agreement say otherwise, voting power in a member-managed LLC is vested in each member according to his or her current capital account balance with the LLC.
The operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. Normally, however, the operating agreement does list requirements for the LLC that are already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement.
If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members. Unless otherwise stated, subsequent changes to the operating agreement must be approved by two-thirds of the members in interest.