Congratulations!

is now formed and you are now permitted to do business!

State of formation:________________ Filing date: ___________________

As part of the formation process we have placed the official state documents in

your account. This will show you are registered to do business in your state. Also 

included are the Initial Resolutions which release all power to the managers or 

members and show the formation details of your company. An Operating

Agreement is also included which provides a guideline on how your LLC will

operate. Other documents such as membership certificates and banking

resolutions are included as well which will evidence who owns the company and

who has authority to sign on behalf of the company. If you are opening a business 

bank account the bank may want to see all of these documents so it is a good

idea to print them out and take them with you. 

The documents placed in your online account are always available to view. In 

addition to the Documents section, you may always add additional services 

under the Services tab should you need our assistance with further state 

registrations, ongoing state compliance, and registered agent services. 

Thank you for letting us help form your LLC. The best part of our job is meeting

different people from various business backgrounds and helping them launch 

their companies. Please do not hesitate to contact us further should you have 

any questions regarding your company or our services. 

Thanks,

Filings Team

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 1 of 16
INITIAL RESOLUTIONS

I, , of , being the Organizer of 

__________________________, a ________________ Limited Liability Company, 

hereby resolve to relinquish signing authority to the Members named below and 

adopt the following resolutions: 

1. Resolved, the named Members of the Limited Liability Company are hereby

named as Members and own an interest in the Limited Liability Company:

2. Resolved, that __________________________ was organized on ________________

in the State of ________________ with assigned filing number

___________________.

3. Resolved, that the copy of the Articles of Organization of the above named

Limited Liability Company is complete.

4. Resolved, that the general provisions of an operating agreement be adopted

and included as official records of the Limited Liability Company. If members

chooses to adopt a more detailed operating agreement, then such agreement

will take precedence over general provisions in the original operating

agreement.

5. Resolved, that member has formed a limited liability company, and is entitled to

the full extent of their limitation of liability pursuant to state law. Furthermore,

members’ failure to maintain formalities of a limited liability company does not

preclude them from liability protection under state law.

___________________________ 

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 2 of 16
LIMITED LIABILITY COMPANY OPERATING AGREEMENT

FOR

___________________________________________________________

A MULTIPLE MEMBER MANAGED LIMITED LIABILITY

COMPANY

ARTICLE I

Company Formation

1.1 FORMATION. The Members have formed a Limited Liability Company 

("Company") according to the provisions of state law in the state in 

which it was formed. This operating agreement is entered into and 

becomes effective as of its adoption by the Members. 

1.2 REGISTERED OFFICE AND AGENT. The location and name of the 

registered agent will be as stated in the Company’s formation 

documents.

1.3 TERM. The Company will continue perpetually, unless:

(a) Members whose capital interest exceeds 50 percent vote for 

dissolution; or

(b) An event occurs which causes the Company’s business to become 

unlawful; or 

(c) Any other event occurs, causing the Company’s dissolution under 

applicable state laws.

1.4 CONTINUANCE OF COMPANY. In the event of an occurrence 

described in ARTICLE 1.3(c), if there are at least one remaining 

Member(s), the remaining Member(s) have the right to continue the 

business of the Company.

1.5 BUSINESS PURPOSE. The Company may conduct any and all lawful 

business appropriate in carrying out the Company’s objectives. 

1.6 PRINCIPAL PLACE OF BUSINESS. The Company’s principal place of 

business will be as stated in the Company’s formation documents or as

selected by the Members.

Operating Agreement - 1

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 3 of 16
1.7 THE MEMBERS. Members are the owners of the Company. The names 

and residential addresses of each member are listed in the Certification

of Members section of this agreement. 

1.8 ADMISSION OF ADDITIONAL MEMBERS. Additional Members may 

be admitted to the Company through issuance of a new interest in the 

Company with the unanimous written consent of the Members. 

ARTICLE II

Capital Contributions

2.1 INITIAL CONTRIBUTIONS. The Members will contribute the 

Company’s initial capital and the Company will record the amount each

contributed. 

2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, 

no Member is obligated to make any additional contribution to the 

Company's capital. 

ARTICLE III

Profits, Losses and Distributions

3.1 PROFITS/LOSSES. For financial accounting and tax purposes the 

Company's net profits or net losses will be determined on an annual 

basis. Profits and losses will be allocated to the Members in proportion 

to each Member's relative capital interest in the Company, and as 

amended in accordance with Treasury Regulation 1.704-1. 

3.2 DISTRIBUTIONS. The Members may determine and distribute 

available funds annually or at more frequent intervals. “Available 

funds” means the Company’s net cash after appropriate provision for 

expenses and liabilities, as determined by the Members. Distributions 

in liquidation of the Company or in liquidation of a Member's interest 

must be made in accordance with the positive capital account balances

pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a 

Member has a negative capital account balance, there will be a 

qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)

(ii)(d).

Operating Agreement - 2

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 4 of 16
ARTICLE IV

Management

4.1 MANAGEMENT OF THE BUSINESS. The management of the 

Company’s business is vested in the Members. The Members will 

appoint one Chief Executive Member. The Chief Executive Member is 

the Member has primary responsibility for the operations of the 

business. 

4.2 MEMBERS. The liability of the Members is limited pursuant to 

applicable state law. Members may take part in the control, 

management, direction, or operation of the Company's affairs and 

have the power to bind the Company. Legally binding agreements must

be signed by all Members unless the Members grant one specific 

Member authority to sign the binding agreement.

(a) Any decision that involves a sale of the business, a loan, or the 

acquisition of another company, must have the unanimous consent 

of all Members.

(b) The Chief Executive Member is responsible for daily decision 

making and management of the Company, but any Member may 

make decisions in performing his or her duties. 

(c) If a Member disagrees with the Chief Executive Member’s decision 

or proposed decision, the Member may call a vote to decide the course

of action. A simple majority vote is necessary to take an action on 

behalf of the Company. The votes must be recorded in writing. 

4.3 POWERS OF MEMBERS. The Members are authorized on the 

Company's behalf to make all decisions in accordance with ARTICLE 4.2

as to (a) the sale, development, lease or other disposition of the 

Company's assets; (b) the purchase or acquisition of other assets; (c) 

the management of all or any part of the Company's assets; (d) the 

borrowing of money and the granting of security interests in the 

Company's assets; (e) the pre-payment, refinancing or extension of 

any loan affecting the Company's assets; (f ) the compromise or 

release of any of the Company's claims or debts; and, (g) the 

employment of persons, firms or corporations for the operation and 

management of the Company's business. In the exercise of their 

management powers, the Members are authorized to execute and 

deliver (a) all contracts, conveyances, assignments leases, sub-leases, 

franchise agreements, licensing agreements, management contracts

and maintenance contracts covering or affecting the Company's 

assets; (b) all checks, drafts and other orders for the payment of the 

Company's funds; (c) all promissory notes, loans, security agreements 

Operating Agreement - 3

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 5 of 16
and other similar documents; and, (d) all other instruments of any 

other kind relating to the Company's affairs.

4.4 DUTIES OF MEMBERS. Each Member must have a duty as set forth 

in ATTACHMENT 1 to this agreement.

(a) If a Member fails at his or her duties for a period of 120 consecutive

days, the Member will lose his or her Membership interest. The start 

date of the failure must be documented. 

(b) If a Member fails to do his or her duties for one hundred twenty 

(120) days out of any two hundred thirty nine (239) day period, the 

Member will lose their Membership interest in accordance with this 

article. The dates of failure in question must be documented. 

(c) If a Member disputes the completion of another Member’s duties 

and is attempting to take over that Members interest, he or she must 

do so in writing by certified delivery to the Members residential 

address as listed in ATTACHMENT 2. If certified delivery is not 

available, hand delivery by a third party is acceptable.

(d) If a Member receives a compliant as described above, the Member 

must fulfill his or her established duties within fourteen (14) days. 

(e) If there is dispute as to what any Member’s duties are or if those 

duties are being fulfilled; and the Members have gone through the 

dispute process outlined in section (a) through (d) of this article, the 

Members agree to enter into binding mediation or arbitration to decide 

if the Member’s duties are being performed in compliance with the 

agreed duties as outlined in ATTACHMENT 1 of this Agreement. If the 

Members fail to reach an agreement through arbitration or mediation, 

the Members in dispute agree to file a complaint in the appropriate 

Court to procure a decision as to the fulfillment of Members’ duties. 

Upon a decision by the Court that a Member has failed to meet his or 

her duties, the Member will lose and assign his or her Membership 

interest to the other remaining Member(s). The assignment of the noncompliant Member’s membership interest will establish a debt owed by

the Company in accordance with ARTICLE 7.

(f) The value of the non-compliant Member’s interest being transferred 

and assigned to the remaining Member(s) must be determined before 

the transfer can be completed. During the course of the transfer, the 

non-compliant Member will maintain complete powers of membership 

in the Company.

Operating Agreement - 4

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 6 of 16
(g) In the event of a dispute of Member’s duties, Members may 

negotiate an exchange of Membership interests for a lesser amount of 

Member duties. 

4.5 DISPUTES OF MEMBERS. Disputes among Members will be decided 

by a majority vote. A Member has votes according to that Member’s 

percent of ownership interest. (Example: 11% ownership equals 11 

votes.) A majority vote is necessary for an action to take place. 

4.6 CHIEF EXECUTIVE MEMBER. The Chief Executive Member has 

primary responsibility for managing the operations of the Company 

and carrying out the decisions of the Members.

4.7 NOMINEE. Title to the Company's assets will be held in the Company's

name or in the name of any nominee designated by the Members. The 

Members have power to enter into a nominee agreement with any 

person, and that agreement may contain provisions indemnifying the 

nominee, except for his or her willful misconduct.

4.8 COMPANY INFORMATION. The Chief Executive Member must supply 

information regarding the Company or its activities to any requesting 

Member. Each Member or the Member’s authorized representative 

may access, inspect, and copy all books, records and materials in the 

Chief Executive Member’s possession regarding the Company or its 

activities. The requesting Member is responsible for any expenses 

incurred in accessing, inspecting, or copying Company information.

4.9 EXCULPATION. Any act or omission by the Members which causes or 

results in loss or damage to the Company or the Members, if done in 

good faith to promote the best interests of the Company, does not 

subject the Members to any liability to the other Member(s) or the 

Company.

4.10 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 he or she 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 had no reasonable cause to believe his or her 

conduct was unlawful. The termination of any action, suit, or 

Operating Agreement - 5

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 7 of 16
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 had reasonable cause to believe that his or her 

conduct was lawful. 

4.11 RECORDS. The Members 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) Copies of the Company’s formation documents, Operating 

Agreement, and all amendments;

(c) Copies of the Company's federal, state and local income tax returns

and reports, if any, for the three most recent years;

(d) Copies of the Company’s financial statements, if any, for the three 

most recent years.

ARTICLE V

Compensation

5.1 MANAGEMENT FEE. Any Member rendering services to the Company 

is entitled to compensation equal to the value of the services. All 

Members must unanimously agree upon the value of the services.

5.2 REIMBURSEMENT. The Company will reimburse the Members for all 

direct out-of-pocket expenses incurred by them in managing the 

Company as unanimously agreed upon by all Members.

ARTICLE VI

Bookkeeping

6.1 BOOKS. The Members will maintain complete and accurate accounting

of the Company's affairs at the Company's principal place of business 

or at another location agreed upon by the Members. The Members will 

choose the method of accounting for bookkeeping purposes. The 

Company's accounting period will be the calendar year. 

6.2 MEMBER'S ACCOUNTS. The Members will maintain separate capital 

and distribution accounts for each Member. Each Member's capital 

Operating Agreement - 6

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 8 of 16
account will be determined and maintained in the manner set forth 

in Treasury Regulation 1.704-l(b)(2)(iv) and will consist of his or her 

initial capital contribution increased by:

(a) Any additional capital contribution made by the Member;

(b) Credit balances transferred from the Member’s distribution account

to his or her capital account; 

and decreased by:

(a) Distributions to the Member in reduction of Company capital;

(b) The Member's share of Company losses if charged to his or her 

capital account.

6.3 REPORTS. The Members will close the books after the close of each 

calendar year, and must prepare and send to each Member a statement 

of that Member's distributive share of income and expenses for income 

tax reporting purposes.

ARTICLE VII

Transfers

7.1 ASSIGNMENT. If a Member proposes to sell, assign, or otherwise 

dispose of all or part of his or her interest in the Company, that 

Member must comply with the following procedures: 

(a) The Member must first make a written offer to the other Member(s)

which includes the price. At this point the exiting Member may not make 

this intention publicly known. The exiting Member may not make the 

intention to sell publicly known unless the other Members declined or 

failed to elect such interest within sixty (60) days of the offer. After 60 

have passed, the exiting Member may advertise the sale of his or her 

membership interest as the Member desires.

(b) If a Member has a potential buyer of the member’s interest, the 

other current Member(s) have first option to purchase the exiting 

Member's interest at the agreed purchase price. If there are more 

than one current remaining Members, those remaining Members may 

combine funds to purchase the exiting Member's interest. Current 

Members have 60 days to buy exiting Members' interest if they so 

desire. The exiting Member must show that any potential purchaser 

has full certified funds, or the ability to get full certified funds before 

the 60 day first right of refusal period starts. 

Operating Agreement - 7

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 9 of 16
(c) Current Members must unanimously approve the sale of an exiting 

Member’s interest to grant full membership benefits and functionality 

to the new Member. If the current remaining Members do not 

unanimously approve the sale, the purchaser or assignee will have no 

right to participate in the management and affairs of the business or to

exercise Member voting rights. The purchaser or assignee is only 

entitled to the share of the profits or other compensation and the 

return of contributions to which that Member would otherwise be 

entitled. The exiting Member must disclose to the potential buyer or 

assignee if current Members will not approve the sale. 

7.2 VALUATION OF EXITING MEMBERS INTEREST. If a Member wants 

to exit the Company, and does not have a buyer of its 

membership interest, the exiting Member will assign his or her 

interest to the current Members according to the following 

procedures:

(a) A value must be placed upon this membership interest before 

assigned. 

(b) If exiting Member and current Members do not agree on the value 

of this membership interest, the exiting Member must pay for a 

certified appraiser to appraise the company’s value, and the exiting 

Members’ interest will be assigned a value according to the exiting 

Members’ percentage of ownership. 

(c) The current Members must approve the certified appraiser used 

by exiting Member. Current Members have 30 days to approve the 

exiting Members certified appraiser. If current Members disapprove 

the certified appraiser, they must show evidence to support their 

disapproval of the certified appraiser as a vendor qualified to appraise 

the Company. Current Members may not stall the process by 

disapproving all certified appraisers. 

(d) Upon completion of a certified appraiser placing a value on the 

Company, a value will be placed on exiting Members’ interest 

according to exiting Members’ percentage of membership interest. 

(e) If the current Members disagree with the value placed on the 

exiting Member’s interest, the current Member(s) must pay for a 

certified appraiser to value the Company and exiting Members’ interest

according to the same terms described in this section. 

(f) The current Members’ appraisal must be completed within 60 days 

of the initial appraisal or the right of current Members to dispute the 

value of the exiting Member’s interest expires. 

Operating Agreement - 8

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 10 of 16
(g) Upon completion of the current Members’ appraisal, the exiting 

Member must approve the value placed on his or her interest. 

Exiting Member has 30 days to approve this value. 

(h) If exiting Member does not approve the current Members’ 

appraised value, the value of the Company will be determined by 

adding both parties’ proposed values, then dividing that figure in 

half, creating the value of the exiting Member’s interest.

7.3 DISTRIBUTION OF EXITING MEMBERS INTEREST. Upon 

determination of exiting Member’s interest value, the value will be a 

debt of the Company. The exiting Member may (1) demand payment 

of this debt upon dissolution of the Company; or (2) he or she may 

receive payment by the following method:

(a) The Company will make timely payments. 

(b) The Company will only be required to make payments towards 

exiting Members’ debt if the Company is profitable and passed income 

to current Members. The Company must make a debt payment to the 

exiting Member if the Company’s income surpassed 50% of the total 

determined value of the exiting Members’ interest in one taxable year. 

(Example: If exiting Members’ value was $100,000 and current 

Member(s) received over $50,000 taxable income in the taxable year, 

the Company would owe a debt payment to exiting Member. If current 

Member(s) only received $40,000 in passed income, there would be no

payment due.) 

(c) The debt payment must be at least 10% of the value of the 

income passed to current Company Members.

(e) The Company must make a payment to exiting Member within 

60 days of the end of the taxable year for the Company.

(f) Payment schedule will continue until exiting Member’s debt is paid 

by Company. 

(g) If the Company dissolves, the exiting Member will be a regular 

debtor and payment will follow the applicable limited liability company 

dissolution statutes. 

(h) The exiting Members’ membership interest as assigned to current 

Members may NOT accrue interest. 

(i) The Company may pay off the amount owed to an exiting Member 

at any time.

Operating Agreement - 9

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 11 of 16
ARTICLE VIII

Bank Account

Account Holder: ___________________________________________________ 

Bank:

8.1 Financial Institution Designation. The financial institution named 

above is designated as a depository for the funds of this Company, 

which may be withdrawn on checks, drafts, advices of debit, notes, or 

other orders for the payment bearing the signature of an authorized 

Member or employee of this Company as listed below:

X___________________________________________________________

, of 

X___________________________________________________________ 

, of 

8.2 Terms of Financial Agreement. The financial institution will accept 

and pay on, without further inquiry, any checks or debits drawn against

any of the Company’s accounts. The checks or debits will be honored 

by the financial institution whether the item has been drawn or 

endorsed to the order of any authorized officer or employee signing; 

tendered by the authorized officer or employee for the purpose of 

cashing or payment; or for deposit to the officer’s or employee’s 

personal account. The financial institution will not be required to 

inquire as to the use of any check or debit signed in accordance with 

the requirements contained herein.

8.3 Terms of Endorsement. Any of the Company’s authorized Members 

may execute all checks, drafts, notes and other items payable to or 

owned by the Company for deposit with the financial institution. The 

Members are also authorized to endorse any items for collection or 

discount by the financial institution and to accept drafts and other 

items payable at the financial institution. 

8.4 Authorized Member/Manager Abilities. The authorized Members 

may execute other agreements, including, but not limited to, special 

depository agreements and arrangements concerning the manner, 

condition, and/or purposes for which the Company’s funds, checks, 

Operating Agreement - 10

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 12 of 16
debits, or items may be deposited, collected, or withdrawn. These 

other agreements or arrangements may not include terms which are 

contrary to the provisions in this article. 

8.5 Financial Institution Indemnity. The power granted to the 

Company’s Members will remain in full force and effect until written 

notice has been delivered and received by the financial institution at 

each location where an account is maintained. The financial institution 

will be indemnified and held harmless from any losses suffered or 

liabilities incurred by continuing to act in accordance with these 

provisions. 

By signing this agreement the Members agree that the persons 

named above occupy the stated positions corresponding to their 

signatures and to all of the above provisions.

ARTICLE IX

Dissolution

9.1 DISSOLUTION. The Members may dissolve the LLC at any time. The 

Members may NOT dissolve the LLC for a loss of membership interests.

Upon dissolution the LLC must pay its debts before distributing cash, 

assets, and/or initial capital to the Members or the Members’ interests. 

The dissolution may only be ordered by the Members, not by the owner

of the Members’ interests.

Operating Agreement - 11

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 13 of 16
CERTIFICATION OF MEMBERS

The undersigned hereby agree, acknowledge and certify to adopt this

Operating Agreement. 

Signed this _____ day of ____________________, 20_____.

____________________________ _________________________________ 

Signature Printed Name

Chief Executive Member ______Percent

_________________________________ Address

_________________________________ 

Duties: 

_______________________________________________________________________________

Operating Agreement - 12

____________________________ _________________________________ 

Signature Printed Name

Member ______Percent

_________________________________ Address

_________________________________ 

Duties: 

_______________________________________________________________________________

____________________________ _________________________________ 

Signature Printed Name

Member ______Percent

_________________________________ Address

_________________________________

Duties: 

_______________________________________________________________________________

____________________________ _________________________________ 

Signature Printed Name

Member ______Percent

_________________________________ Address

_________________________________

Duties: 

_______________________________________________________________________________

____________________________ _________________________________ 

Signature Printed Name

Member ______Percent

_________________________________ Address

_________________________________

Duties: 

_______________________________________________________________________________

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 14 of 16
For _______________________ received, I, __________________________ sell and transfer unto 

_______________________ _____________________________ , _______% of the membership interest, 

represented within this certicate, and appoint 

________________________________________

________________________________________

________________________________________ 

to transfer the allocated interest in the books of the named Limited Liability Company with full power of substitution. 

if sold:

Seller Witness

Signature and name

Named Member witness and/or member

Newly named member

Company Name

Organized in _____________________ has a total of _____ member(s) at ________________ date

This certies that __________________________ is a member of the above named Limited Liability Company, and holds a _______% 

interest of the above named company, which is entitled to the full benefits of such membership. 

Such benefits are subject to the membership duties and obligations set forth in the Limited Liability Company operating agreement.

This named Limited Liability Company has caused this certicate to be executed by its members this 

_________day of _______________, ______ A.D. ___________________________ _____________________________________

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 15 of 16
LLC Resolution to Open a Bank Account 

Account _______________________ Bank Name: _______________________

Holder: _______________________ Address: ________________________

 _______________________ ______________________

Acct #: 

As a Member of the LLC named above, I certify that the LLC has been organized within the bounds of 

state law as an LLC with its principal office located at:

______________________________________________________________________________ 

I further attest that at the initial meeting of the LLC’s members was held on _______________________, 

a quorum was present, and voting and adopted the following resolutions: 

Resolved, that the financial institution named above is designated as a depository for the funds of this 

LLC, which may be withdrawn on checks, drafts, advices of debit, notes, or other orders for payments 

bearing any officer or authorized employee of this LLC. 

Further Resolved, that the financial institution will accept and pay on, without further inquiry, any 

checks or debits drawn against any of the LLC’s accounts. The checks or debits will be honored by the 

financial institution whether the item has been drawn or endorsed to the order of any authorized officer 

or employee signing; tendered by the authorized officer or employee for the purpose of cashing or 

payment; or for deposit to the officer’s or employee’s personal account. The financial institution will not 

be required to inquire as to the use of any check or debit signed in accordance with the resolutions 

contained herein. 

Further Resolved, that the officers or authorized employees may execute other agreements, including, 

but not limited to, special depository agreements, and arrangements concerning the manner, condition, 

and/or purposes for which funds, checks, debits, or items of the LLC may be deposited, collected, or 

withdrawn, as long as these other agreements are not contrary to the provisions contained in this 

resolution. 

Further Resolved, that the power granted to the LLC’s officers or authorized employees will remain in 

full force and effect until written notice has been delivered and received by the financial institution at 

each location where an account is maintained. The financial institution will be indemnified and held 

harmless from any losses suffered or liabilities incurred by continuing to act in accordance with this 

resolution. 

I Further Attest that the person named below occupy the stated position, as indicated by their 

signature, and that the resolutions contained in this document are recorded on the books of the LLC, 

and these resolutions are in full force and effect and have not been altered in any way. 

CERTIFIED AND ATTESTED TO ON THIS ______ DAY OF ____________________, 201__, BY:

X______________________________________

LLC MEMBER 

Case 5:20-cv-00571-OLG Document 32-5 Filed 12/16/20 Page 16 of 16