The document discusses key considerations for developing an effective operating agreement or member agreement for a corporation or LLC. It outlines various questions that should be addressed, such as who can call meetings, voting requirements, officer roles and authority levels, procedures for exiting the business or transferring ownership to a new member. Having a thorough agreement that plans for different scenarios can help avoid disputes and keep the business functioning smoothly.

1. Incorporate and Be Free Negotiating your Operating or Member Agreement

2. By continuing through the remainder of this primer on incorporation within the United States of America ( ) it is understood by you that this material is a starting point. If you elect to incorporate yourself please check with the relevant state’s Secretary of State department for additional information. Accordingly, it is also agreed that the responsibilities associated with incorporating lie solely on the business owner’s shoulders and therefore it is in the reader’s interest to research this topic fully before proceeding.

3. The Goal of this presentation is to offer some information relative to developing an effective Operating Agreement (in the case of a corporation) or a Member Agreement (in the case of an LLC these agreements may be called Operating or Member Agreements) the aLpha3 team would like to thank you for your time and wish you success in all of your endeavors! Thank you!

4. How a corporation functions : Shareholders Elect Board of Directors Board of Directors : Appoints Executive Managers (CEO, CFO, COO etc..) Managers: Manage the Day to day Operations The overall checks and balances within a Corporation:

6. How a corporation functions : Who can call a board meeting? - Typically a corporation holds at least one meeting per year and it is required that this meeting is documented (Minutes are taken). However, what happens if there is an emergency? Who can assemble the board to take definitive action? This can be stipulated and negotiated and should be considered carefully. How much advance notice is required? - This element would allow all parties involved to prepare and make arrangements to attend. If you wanted to be involved in the vote for a new resolution how much time would you need to ensure that the notification arrived in such a way to allow you to prepare and to ensure that you would attend?

7. How a corporation functions : How many Directors need to be present to adopt a resolution? - This point also relates to levels of empowerment. How many directors need to show up to validate the meeting? For instance, if there are 11 Directors on the Board, but only 3 show up for a vote, should that be sufficient to vote in a new policy? This element can profoundly effect the operation of the company. On one hand, requiring the participation of fewer Directors increases the agility of the Board, on the other hand, it makes the situation more volatile and allows a more active (possible) minority the ability to shift direction without broad support.

8. How a corporation functions : What are the roles and levels of empowerment for each officer? - At first this may seem somewhat obvious. Isn’t a Chief Executive Officer (CEO) the top dog? Actually, in some cases the Chief Operating Officer (COO) calls the shots. What about the Chief Information Officer (CIO) vs. Chief Technology Officer (CTO)? These nominalizations need to be clearly understood in terms of functional responsibility and financial oversight in order to bring focus, accountability and operational transparency to the enterprise.

9. the LLC, greater flexibility means more choices and discipline! Since a Limited Liability Company is a hybrid conceived to offer the benefits of a Corporation within the context of a Limited Partnership, the end result creates an extremely flexible situation. Flexibility is a sword that cuts both ways. Certainly a greater range of abilities exists which may be advantageous. However, each operating point must be considered carefully and agreed amongst the membership (shareholders within an LLC are called “Members” and their ownership is reflected as percentages rather than receiving issued stock shares).

17. CONGRATULATIONS! From our first presentation on this topic, you have your official Articles, EIN, have filed your Statement of Information, have been assigned your State Employer ID and as needed have been assigned your Re-seller’s ID number. Perhaps you have elected to file a Sub chapter “s” election. Now you have a well thought out Operating / Member Agreement that covers you in the case of all contingencies. Next – Set up your books so that compliance activity is easy and you can guide your business through Transparency – all in one! Coming next week! Now to the task at hand making money! We at aLpha3 wish you success in your ventures and only the brightest of futures! Incorporate and Be Free