THIS OPERATING AGREEMENT (this "Agreement") is made and entered into among the parties granted governance interests on Ethereum ("Governance Mechanism") by the address dao.clrfund.eth (collectively, the "Members" or "Clr.Fund DAO"). The Members seek to confirm their primary purpose to build the clr.fund protocol with an associated legal entity to conduct such business, formed in Wyoming as “Clr.Fund LLC”. This Agreement shall be effective among the Members upon the ratified majority signature by the Clr.Fund DAO Governance Mechanism.
Effective 2/28/2021, the Members form a limited liability company ("LLC") under the name Clr.Fund LLC (the "Company") on the terms and conditions in this Agreement and pursuant to the provisions under the Wyoming statutes (Title 17, Chapter 25 - 109) (the "Act"). The Members agree to file with the appropriate agency(ies) within the State of Wyoming charged with processing and maintaining such records all documentation required for the formation and maintenance of the Company. The rights and obligations of the Members are as provided in the Act except as otherwise expressly provided in this Agreement.
The business of the Company will be conducted under the name Clr.Fund LLC, or under such other names which the Members may agree upon as provided in this Agreement and from time to time.
The purpose of the Company is to engage in any lawful act or activity for which an LLC may be formed within the State of Wyoming.
The Company shall continuously maintain an office and registered agent in the State of Wyoming as required by the Act. The Company will maintain its principal business office at such places of business and/or Ethereum addresses as the Members may deem advisable for the conduct of the Company's business.
The term of the Company commences on 2/28/2021 and shall continue perpetually unless sooner terminated as provided in this Agreement.
Except as otherwise expressly provided herein, no additional Members may be admitted to the Company without the consent of the Members as signified by the grant of governance interests in the Clr.Fund DAO Governance Mechanism.
The initial and other contributions of the Members and those subsequently admitted as Members shall be set forth in the Clr.Fund DAO Governance Mechanism. Contributions shall be made in ether, USDC, DAI, digital assets, cryptocurrencies and/or equivalent work as determined by the Members.
No Member shall be obligated to make any additional contribution to the Company's capital without the consent of the Members as provided in this Agreement.
Members are not entitled to interest or other compensation for or on account of their capital contributions to the Company except to the extent, if any, expressly provided in this Agreement.
The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit and determine as provided in this Agreement. Available funds, as referred to herein, shall mean the net cash, digital asset and/or cryptocurrency equivalents of the Company available 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 shall be made in accordance with the positive capital account balances pursuant to U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in U.S. Department of the Treasury Regulation 1.704.1(b)(2)(ii)(d).
No Member has any right to any return of capital or other distribution except as expressly provided in this Agreement. No Member has any drawing account in the Company.
All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.
The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, 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 they are or were a Member of the Company, manager, employee, or agent of the Company, or are or were serving at the request of the Company, against 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 they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, have no reasonable cause to believe their conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no lo Contendere" or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which they reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that their conduct was lawful.
The Members, within the authority granted by the Act and the terms of this Agreement and as signified through the Clr.Fund DAO Governance Mechanism, shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs.
Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and determined by the Clr.Fund DAO Governance Mechanism.
Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Members to manage and operate the business and affairs of the Company as signified through the Clr.Fund DAO Governance Mechanism.
In the event that records and/or consensus of the Clr.Fund DAO Governance Mechanism cannot be determined, due to, among other causes, exigent circumstances related to the operation of the Company interface(s), Ethereum, or otherwise, the Members shall promptly select an alternative governance mechanism in writing to record votes and determine the Clr.Fund DAO Governance Mechanism for the Company.
Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean the consent of Members determined by recorded votes through the Clr.Fund DAO Governance Mechanism.
###PAYMENT OF EXPENSES, SALARIES, AND COUNSEL
All expenses incurred in connection with the organization of the Company will be paid by the Company as approved by the Members.
No salary will be paid to a Member for the performance of their duties under this Agreement unless the salary has been approved by the Members.
The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Company's business and as approved by the Members.
The Company will use the method of accounting previously determined by the Members for financial reporting and tax purposes.
The books and records of the Company may be kept within or outside the State of Wyoming at such place or places as may from time to time be designated by the Members.
The fiscal year and the taxable year of the Company is the calendar year.
Capital Accounts among the Members shall be maintained on Ethereum and evidenced by the Clr.Fund DAO Governance Mechanism.
By entering into this Agreement, Members represent and warrant to the Company that they acknowledge and agree to the following:
(i) The Company has no present intention of registering the Clr.Fund DAO governance interests and is under no obligation to register the Clr.Fund DAO governance interests. There is no assurance that any exemption from registration under the Securities Act will be available, and that, even if available, such exemption may not allow Members to transfer all or any portion of the Clr.Fund DAO governance interests under the circumstances, in the amounts, or at the times that they might propose;
(ii) This Agreement has been reviewed and authorized by the existing Members; and
(iii) This Agreement constitutes legal, valid, and binding obligations, enforceable in accordance with their terms among the Members, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditor’s rights generally and by general equitable principles.
Except as otherwise permitted in this Agreement, no Member may voluntarily or involuntarily transfer, sell, convey, encumber, pledge, assign, or otherwise dispose of (collectively, "Transfer") an interest in the Company, including, but not limited to, assigning control over Clr.Fund DAO governance interests, without the prior authorization of the Members under the Clr.Fund DAO Governance Mechanism or formal assignment mechanisms otherwise authorized for the Company.
For the avoidance of doubt, a Member may at all times redeem their interests in the Company through mechanisms approved through the Clr.Fund DAO Governance Mechanism, and may be similarly subject to removal from the Company for violation of this Agreement or associated Member obligations and thereby face liquidation of their interests in the Company.
The Company will be dissolved on the happening of any of the following events:
Sale, transfer, or other disposition of all or substantially all of the property of the Company;
The agreement of all of the Members;
By operation of law; or
The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within one-hundred twenty (120) days after the date of the event, elect to continue the business of the Company.
On the dissolution of the Company (if the Company is not continued), the Members must take full account of the Company's assets and liabilities, and the assets will be liquidated as promptly as is consistent with obtaining their fair value, and the proceeds, to the extent sufficient to pay the Company's obligations with respect to the liquidation, will be applied and distributed, after any gain or loss realized in connection with the liquidation has been allocated in accordance with Section 3 of this Agreement, and the Members' Capital Accounts have been adjusted to reflect the allocation and all other transactions through the date of the distribution, in the following order:
To payment and discharge of the expenses of liquidation and of all the Company's debts and liabilities to persons or organizations other than the Members;
To the payment and discharge of any Company debts and liabilities owed to the Members; and
To Members in the amount of their respective adjusted Capital Account balances on the date of distribution.
Amendments to this Agreement may be proposed by any Member. A proposed amendment will be adopted and become effective as an amendment upon the consent of the Members as signified through the Clr.Fund DAO Governance Mechanism.
This Agreement and the rights and obligations of the parties under it are governed by and interpreted in accordance with the laws of the State of Wyoming (without regard to principles of conflicts of law).
This Agreement constitutes the entire understanding and agreement between the Members with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among the Members other than those in this Agreement or referred to or provided for in this Agreement. No modification or amendment of any provision of this Agreement will be binding on any Member unless in writing and signed in accordance with Section 11.1.
The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement.
If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the balance of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the parties as evidenced by the terms of this Agreement.
The captions used in this Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement.
All notices required to be given by this Agreement will be in writing and will be effective when actually delivered to the addresses documented for each Member in the Clr.Fund DAO Governance Mechanism or to such other addresses as a Member may specify in writing to the other Members.
Disputes among the Members shall be first submitted to mediation. The terms and procedure for mediation shall be arranged by the parties to the dispute. If good-faith mediation of a dispute proves impossible or if an agreed-upon mediation outcome cannot be obtained by the parties, the dispute may be submitted to arbitration in accordance with the rules of the American Arbitration Association. All parties shall initially share the cost of arbitration, but the prevailing party or parties may be awarded attorney fees, costs and other expenses of arbitration. All arbitration decisions shall be final, binding and conclusive on all the parties to arbitration, and legal judgment may be entered based upon such decision in accordance with applicable law in any court having jurisdiction to do so.