Welcome to the new look and domain!
Still the same us :)

Always Free Documents

Free Templates & Documents...Always

Primary Category
Operations
Secondary Category
General Business

Business Operating Agreement – Board Members

A clear and professional Business Operating Agreement template for LLCs with three or more owners and a Board of Managers. Establishes structure, roles, and protections to guide your company with confidence.
Jump To Downloads →
Pages
13
Last Updated
May 12, 2026
Formats
4
Preview
Page 1
Page 2
Page 3
Page 4
Page 5

What This Template Does

This Business Operating Agreement template is built for companies with three or more members who need a formal Board of Managers. It provides a framework for ownership percentages, capital contributions, voting rights, and how profits and losses are shared.

The agreement also defines the powers and limits of managers, outlines decision-making procedures, and sets clear expectations for members. Key protections include transfer restrictions, indemnification, dissolution procedures, and conflict-of-interest rules.

Whether forming a new LLC or updating your governance structure, this template helps ensure transparency, accountability, and long-term stability for your business.

How to Update

How to Update Your Business Operating Agreement (Three or More Owners, Board of Managers)

This guide provides step-by-step instructions for customizing your Business Operating Agreement template with your specific company name, addresses, members, managers, and state/county details.

Important: After completing these updates, thoroughly review the entire document and adjust the language as needed for your business. Consider having a legal professional review your customized Operating Agreement before use.

Step 1: Replace Your Company Name
  1. Select the placeholder text "Super Awesome Business, LLC" anywhere in the document.
  2. Open Find and Replace (Ctrl + H on Windows or Cmd + H on Mac).
  3. In the "Find" field, enter: Super Awesome Business, LLC.
  4. In the "Replace with" field, enter your full legal business name and entity type (example: "Your Company Name, LLC").
  5. Check "Match case" to ensure capitalization stays consistent.
  6. Click "Replace All" to update across the entire document.
Step 2: Update Effective Date
  1. Locate the section stating the agreement is effective as of "July 1, 2021".
  2. Replace this with the actual date you want your agreement to take effect (example: "March 1, 2025").
Step 3: Update Office Address and Registered Agent
  1. Find the address listed under “123 Happy Street, Orlando, FL 32789” and replace it with your company’s current principal office address.
  2. Replace the registered agent information: "Registered Agents Inc., 7901 4th St N, STE 300, St. Petersburg, FL 33702" with the name and address of your actual registered agent on file with the state.
Step 4: Update Members and Capital Contributions
  1. Scroll to Exhibit A at the end of the agreement.
  2. Replace the placeholder names and contribution amounts with the actual names of each owner and their agreed capital contributions.
  3. Update the Ownership Interest percentages to match your ownership structure (example: three owners at 33.33% each, or other agreed percentages).
Step 5: Update Managers
  1. Find the section listing initial managers: "John Doe, Josh Smith, and Jane Turner".
  2. Replace these names with the actual individuals who will serve as managers on your Board of Managers.
  3. Review and update each Manager’s listed responsibilities (Marketing, Operations, Sales, etc.) to reflect the real roles you want assigned.
Step 6: Update State and County References
  1. Locate "State of Florida" throughout the document and replace it with the state where your LLC is registered (if not Florida).
  2. Update any county references (for example, “YOUR COUNTY, STATE”) with the appropriate county and state for your business.
Step 7: Update Tax Representative
  1. Find the section naming the initial Tax Representative: "William Mepham".
  2. Replace with the name of the person you are appointing as your company’s Tax Representative.
Step 8: Final Review
  1. Confirm that all placeholder names, addresses, and dates have been replaced.
  2. Check all ownership percentages and contributions match your business structure.
  3. Review all sections for accuracy and alignment with your business needs.
  4. Consider having an attorney review your updated Operating Agreement before finalizing and signing.
Quick Reference
Key placeholders to replace
  1. Super Awesome Business, LLC → Your business name and entity type
  2. July 1, 2021 → Effective date of your agreement
  3. 123 Happy Street, Orlando, FL 32789 → Your business office address
  4. Registered Agents Inc. + address → Your registered agent’s name and address
  5. John Doe, Josh Smith, Jane Turner → Your Board of Managers
  6. Exhibit A: Member names, contributions, and percentages → Your actual members and ownership
  7. State of Florida → Your state of registration
  8. William Mepham → Your Tax Representative

Text Copy

Download Whole Agreement Text
Business Operating Agreement

BOARD OF MANAGERS
BUSINESS OPERATING AGREEMENT

OPERATING AGREEMENT FOR SUPER AWESOME BUSINESS, LLC A FLORIDA LIMITED LIABILITY COMPANY

This Operating Agreement (the “Agreement”) of Super Awesome Business, LLC, a Florida limited liability company, effective as of July 1, 2021 (the “Effective Date”), is made by and among the parties listed on the signature page(s) (collectively, the “Members” or individually, a “Member”).

Introduction

A. The Members have filed Articles of Organization (the “Articles”) for Super Awesome Business, LLC (the “Company”), a limited liability company formed under the laws of the State of Florida by the filing of said Articles with the Florida Secretary of State on June 28, 2021.

B. The Members desire to adopt and approve an operating agreement for the Company under the Florida Revised Limited Liability Company Act (the “Act”).

1. Organizational Matters

1.1. Name. The name of the Company shall be Super Awesome Business, LLC and all business of the Company shall be conducted only under that name or such other names as approved by the Members; provided that the name shall always contain the words “limited liability company”, “LLC”, “L.L.C.” or as otherwise provided under the Act.

1.2. Term. The Company’s existence commenced as of the date of the filing of the Articles and shall continue until dissolved and liquidated pursuant to the provisions of this Agreement.

1.3. Office and Agent. The principal office of the Company in the State of Florida shall be 123 Happy Street, Orlando, FL 32789 or at such other location as may hereafter be determined by the Board of Managers. The name and address of the registered agent of the Company for service of process on the Company in the State of Florida is Registered Agents Inc., located at 7901 4th St N, STE 300 St. Petersburg, FL 33702.

1.4. Business of the Company. The purposes and character of the business of the Company shall be to transact any and all lawful business for which limited liability companies may be organized under the Act.

2. Capital Contributions

2.1. Each Member shall make a cash contribution to the Company’s capital in the amount shown opposite the Member’s name on Exhibit A to this Agreement. No Member shall be required to make any additional capital contributions to the Company. Additional contributions to the Company’s capital shall be made only with the unanimous consent of the Members.

2.2. The Company shall maintain for each Member a separate Capital Account in accordance with Treasury Regulations section 1.704-1(b). Upon a valid transfer of a Member’s interest in the Company, such Member’s Capital Account shall carry over to the new owner.

2.3. No Member shall be entitled to interest on its Capital Account.

3. Members

3.1. Additional Members may be admitted upon the consent of all Members. Additional Members will participate in the Company’s management, Net Profits, Net Losses, and distributions on such terms as the Members determine.

3.2. A Member shall not cease to be a Member because of the bankruptcy of such Member. A Member continuing to own or hold any Units shall not have the right to withdraw as a Member prior to the dissolution and winding up of the Company.

3.3. Except as specified in this Agreement, no Member or Affiliate is entitled to remuneration for services rendered or goods provided to the Company, though the Company shall reimburse Members for approved organizational expenses.

4. Management

4.1. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers. The initial Managers shall be John Doe, Josh Smith, and Jane Turner. Each has the following responsibilities:

  • John Smith: Marketing/Branding/Communications
  • Jane Turner: Business Ops/Project Management/Business Systems
  • John Doe: Sales/Business Development/Invoicing-Collections

Each Manager may make day-to-day decisions within their responsibilities. Certain major actions require unanimous Member consent (e.g., sale of assets, mergers, issuing securities, incurring debt above $100, transactions with Managers or Affiliates, etc.).

4.2. Managers serve until resignation, removal, or replacement by Members. They may be removed by Members with 30 days’ notice if without Cause.

4.3. The Board of Managers shall meet at least bi-weekly, and records shall be maintained. Unanimous consent of Managers is required for major decisions outside day-to-day operations.

4.4. Members have no managerial authority unless expressly provided.

4.5. Managers are not liable unless their conduct involves fraud, gross negligence, or willful misconduct.

5. Allocations and Distributions

5.1. Net Cash from Operations shall be distributed quarterly as follows: (a) 30% retained for tax obligations; (b) 3% retained for future growth; (c) remaining balance distributed pro rata to Members.

5.2. Qualified Income Offset ensures Members with deficit balances receive allocations to eliminate deficits.

5.3. Distributions of assets may be elected by majority Members, first returning capital contributions, then distributed by ownership percentage.

6. Transfer of Interests

6.1. No Member may transfer or assign Membership Interests without unanimous approval of Members.

6.2. Substitution of Members requires Member consent, adoption of Agreement, and payment of related expenses.

6.3. Transfers in violation are void and give no management rights to transferee.

7. Records and Reporting

7.1. Books and records shall be maintained in accordance with tax accounting methods at the Company’s principal office.

7.2. Annual reports and tax documents shall be prepared and provided to Members.

7.3. Company funds must be held in separate bank accounts in the Company’s name.

7.4. A Tax Representative shall be designated (initially William Mepham) to act as partnership representative under the Code.

8. Dissolution

8.1. The Company shall be dissolved upon sale of substantially all assets, election by Members, lack of Members for 90 days, judicial dissolution, or administrative dissolution.

8.2. Upon dissolution, the Board shall appoint a Liquidator. Assets shall be applied to creditors, then to Members for unreturned contributions, then distributed pro rata.

8.3. After paying liabilities, remaining assets are distributed per positive capital accounts.

8.4. Articles of Dissolution shall be filed with the State of Florida.

9. Indemnification

The Company shall indemnify Members and may indemnify other agents to the fullest extent permitted by law.

10. Miscellaneous

10.1. This Agreement and the Articles constitute the complete agreement among Members.

10.2. Agreement is binding on Members and successors.

10.3. Pronouns include all genders and numbers; headings are for reference only.

10.4. No Member shall create conflicts of interest; Company shall not violate Members’ prior non-compete agreements.

10.5. Governing law is Florida.

10.6. If any provision is invalid, the rest remains enforceable.

10.7. Notices must be in writing and delivered to addresses designated by Members.

10.8. Amendments require unanimous written agreement; Members shall review semi-annually.

10.9. Remedies under this Agreement are cumulative.

INTENDING TO BE BOUND, the Members have executed this Agreement as of the Effective Date.

MEMBER: ____________________

MEMBER: ____________________

MEMBER: ____________________

Exhibit A. Capital Contributions

Member Name — Initial Capital Contribution — Ownership Interest

Member 1 — $0.00 — 33.333%

Member 2 — $0.00 — 33.333%

Member 3 — $0.00 — 33.333%

Download

Choose your preferred format. No signup or account needed.

Microsoft Word

.doc format

PDF File

.pdf format

Google Docs

opens in Google Doc

Text File

.txt format
Get notified of new documents
The only email we'll ever send you.

Always Free Documents

Free Templates & Documents....Always

©2026 Boisteorus Labs. All rights reserved.
Website: Boisterous Labs
Info
Terms + Conditions Privacy Policy Disclaimer