MULTI-MEMBER OPERATING AGREEMENT

Multi-Member Operating Agreement

An operating agreement between the founding members and Northwind Studio that governs how the LLC is owned, managed, and wound down.

COMPANY

Northwind Studio

MEMBERS ADOPTING

Acme Co

EFFECTIVE DATE

August 18, 2026

Northwind Studio

MULTI-MEMBER OPERATING AGREEMENT

Company and Members

This operating agreement is adopted by the members of Northwind Studio (the "Company"), a limited liability company organized under the laws of the state named on the acceptance page. It sets the internal rules by which the Company is owned, governed, and operated between its members.

ENTITY

LLC

A multi-member limited liability company.

MANAGEMENT

Member-managed

Managed by the members in proportion to ownership.

TAX

Pass-through

Default partnership tax treatment unless elected otherwise.

Recitals

The members have formed the Company for the lawful business purposes described in its formation documents and want to record how ownership, capital, profits, losses, decision rights, and departure are handled. In the event of a conflict between this agreement and the Company's formation documents, the formation documents govern to the extent required by law.

Northwind Studio

MULTI-MEMBER OPERATING AGREEMENT

Ownership, Capital and Governance

The Company operates according to the three articles below. Together they cover who owns what, who decides what, and how profits are shared.

ARTICLE 1 · MEMBERSHIP AND CAPITAL

Membership and capital contributions

Each member's initial capital contribution and membership interest is recorded on the schedule attached at the acceptance page. Additional contributions require unanimous written consent of the members and update the schedule.

ARTICLE 2 · MANAGEMENT AND DECISIONS

Management and decision rights

The Company is member-managed. Day-to-day decisions require a simple majority by membership interest. Major decisions (raising capital, incurring debt above the threshold, admitting or removing members, dissolving the Company) require a supermajority of at least 75%.

ARTICLE 3 · DISTRIBUTIONS AND TAX

Distributions and tax allocations

Profits and losses are allocated in proportion to membership interest. Distributions are made at least annually, subject to reserves the members agree to hold. The Company files as a partnership for tax purposes unless the members elect otherwise in writing.

Standard commitments of members

Act in good faith and in the best interests of the Company
Disclose conflicts of interest before voting on any related matter
Keep the Company's confidential information confidential
Not compete directly with the Company while an active member
Maintain accurate books, records, and a current member schedule

Amendments: this agreement can only be amended by a written instrument signed by members holding at least 75% of the membership interests.

Northwind Studio

MULTI-MEMBER OPERATING AGREEMENT

Transfers, Buy-Sell and Dissolution

Membership interests are not freely transferable. Departures, deadlocks, and dissolution follow the mechanics below so the Company is protected in every case.

Item	Rate	Qty	Amount
Right of first refusal window	30	1	30
Departing member buyout window (months)	12	1	12
Valuation review cadence (months)	12	1	12

Transfer Rules

Event	Right	Timing
Voluntary transfer	ROFR to remaining members	30-day window
Death or disability	Buyout at agreed valuation	Within 12 months
Deadlock (major decision)	Buy-sell trigger	Per Article 2 process

Valuation

The members will agree on a valuation methodology (multiple of trailing revenue, EBITDA, or third-party appraiser) within 90 days of signing. The methodology is reviewed at least once a year and applies to all buyouts under this article.

Dissolution

The Company is dissolved by written consent of members holding at least 75% of the membership interests, or by operation of law. On dissolution, assets are used to pay debts, then to return capital contributions, then to distribute remaining assets in proportion to membership interest.

Northwind Studio

MULTI-MEMBER OPERATING AGREEMENT

Acceptance and Member Schedule

By signing below, each member adopts this operating agreement and confirms the ownership, contribution, and governance terms above.

STATE OF FORMATION

e.g. Delaware

INITIAL MEMBERS AND OWNERSHIP

e.g. Member A 50%, Member B 30%, Member C 20%

I confirm the ownership and contribution figures above match the intended cap table.

ADOPTING MEMBER

Sign here

Acme Co

COMPANY (AUTHORIZED SIGNATORY)

Sign here

Northwind Studio

About this template

The Multi Member Operating Agreement template is a five-page document for putting the arrangement on paper before it starts. It carries a cover, a parties and purpose page with stat cards, a scope or terms section broken into three tracks with obligations, a fees or reference table with a computed total, and an acceptance page with inputs and signatures.

It is intentionally simple: rename what needs renaming in Bonsai, adjust the terms to match your engagement, and set the numbers. Merge fields handle the party names and date, and the last page collects the details you asked for, an authorization checkbox, and both signatures.

Details

Format: Doc · 5 pages

Recipients: Client + Provider

Signature: Client + Provider

Merge fields: Sender, Receiver, Date

Multi Member Operating Agreement Template

Multi Member Operating Agreement Template