Operating Agreement Of Company (Page 2 of 4) in pdf

Company. A Majority of the Members may remove any manager. In addition, any manager

may resign at any time. At any time there is no manager then serving, a Majority of the

Members may appoint one or more successor managers. If for any reason any initial manager

ceases to serve as manager, the other initial manager may continue as the sole manager unless

and until a Majority of the Members appoints an additional manager. All references in this

Agreement to “the manager” shall mean either or both initial or successor managers acting on

behalf of the Company or any continuing or successor sole manager acting on behalf of the

Company.

Limited Liability; Indemnification. The liability of the members and each

manager shall be limited to the fullest extent permitted by law. The Company shall indemnify

each manager against any loss, cost and expense the manager may incur by reason of acting as

manager and shall defend the manager against any claims made against the manager by reason of

serving in such capacity. In addition, to the fullest extent provided or allowed by the laws of

Oregon, the Company shall indemnify the organizer and each member from and against all costs,

losses, liabilities, damages, claims and expenses (including, without limitation, attorneys’ fees

and costs on trial and on appeal) incurred in the capacity of organizer or member or in any other

capacity in furtherance of the business or affairs of the Company, whether taken prior to or

subsequent to the formation of the Company.

Member Approval.

Except as expressly provided in this Agreement, the

approval of a Majority of the Members will be required with respect to any act or transaction that

requires member approval under this Agreement. Member approval may be evidenced by a vote

of the members at a meeting of the members duly called in accordance with any rules for such

meetings as the members may adopt from time to time or, in the absence of any such rules, in

accordance with the rules governing the holdings of meetings of the shareholders of a

corporation, or by written consent signed by not less than those members sufficient to approve

the action at a meeting of the members. Any written consent of members and minutes of any

meetings of the members shall be maintained in the Company’s records. The matters requiring

approval of a Majority of the Members shall include:

(a)

dissolution of the Company by agreement of the members;

(b)

sale, lease, exchange, mortgage, pledge or other transfer of all or

substantially all of the Company Property other than in the ordinary course of business;

(c)

merger or conversion involving the Company;

(d)

incurrence of indebtedness by the Company (other than in the ordinary

course of business, which shall be within the authority of the manager);

(e)

change in the nature of the business of the Company; and

(f)

any other matter specified in the Articles or this Agreement as requiring

member approval if the Articles or this Agreement do not specify the percentage in interest of the

members required for approval.

Portlnd1-2442950.1 0099865-70012

Operating Agreement Of Company Page 2

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