You can contact us: By email: email@example.com
By visiting this page on our website: www.bodybyellefitness.com/contact
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. Company (referred to as either "the Company" , "We" , "Us" or "Our" in this Agreement) refers to Body by Elle.
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority. Account means a unique account created for You to access our Service or parts of our Service. Website refers to Body by Elle, accessible from www.bodybyellefitness.com Service refers to the Website.
Country refers to: Washington State, United States Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third- party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used. Third-party Social Media Service refers to any website or any social network website through which a User can log in or create an account to use the Service. Personal Data is any information that relates to an identified or identifiable individual.
For the purposes of the CCPA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You. Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses. Device means any device that can access the Service such as a computer, a cellphone or a digital tablet. Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Business, for the purpose of the CCPA (California Consumer Privacy Act), refers to the Company as the legal entity that collects Consumers' personal information and determines the purposes and means of the processing of Consumers' personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers' personal information, that does business in the State of California.
Consumer, for the purpose of the CCPA (California Consumer Privacy Act), means a natural person who is a California resident. A resident, as defined in the law, includes (1) every individual who is in the USA for other than a temporary or transitory purpose, and (2) every individual who is domiciled in the USA who is outside the USA for a temporary or transitory purpose. Sale, for the purpose of the CCPA (California Consumer Privacy Act), means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer's Personal information to another business or a third party for monetary or other valuable consideration.
Collecting and Using Your Personal Data Types of Data Collected Personal Data While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to: Email address First name and last name Phone number Address, State, Province, ZIP/Postal code, City Usage Data Usage Data Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data. When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data. We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website. For more information about the cookies we use and your choices regarding cookies, please visit our Cookies Policy. Use of Your Personal Data The Company may use Personal Data for the following purposes:
To provide and maintain our Service, including to monitor the usage of our Service. To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application's push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information. To manage Your requests:
To attend and manage Your requests to Us. We may share your personal information in the following situations: With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, for payment processing, to contact You.
With Business partners: We may share Your information with Our business partners to offer You certain products, services or promotions. With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside. If You interact with other users or register through a Third-Party Social Media Service, Your contacts on the Third-Party Social Media Service may see Your name, profile, pictures and description of Your activity.
Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods. Transfer of Your Personal Data Your information, including Personal Data, is processed at the Company's operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.
Other legal requirements The Company may disclose Your Personal Data in the good faith belief that such action is necessary to: Comply with a legal obligation Protect and defend the rights or property of the Company Prevent or investigate possible wrongdoing in connection with the Service Protect the personal safety of Users of the Service or the public Protect against legal liability Security of Your Personal Data The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security. Detailed Information on the Processing of Your Personal Data Service Providers have access to Your Personal Data only to perform their tasks on Our behalf and are obligated not to disclose or use it for any other purpose. Payments We may provide paid products and/or services within the Service.
You must be properly notified which categories of Personal Data are being collected and the purposes for which the Personal Data is being used. The right to access / the right to request. The CCPA permits You to request and obtain from the Company information regarding the disclosure of Your Personal Data that has been collected in the past 12 months by the Company or its subsidiaries to a third-party for the third party's direct marketing purposes. The right to say no to the sale of Personal Data.
You also have the right to ask the Company not to sell Your Personal Data to third parties.
You can submit such a request by visiting our "Do Not Sell My Personal Information" section or web page. The right to know about Your Personal Data. You have the right to request and obtain from the Company information regarding the disclosure of the following: The categories of Personal Data collected The sources from which the Personal Data was collected The business or commercial purpose for collecting or selling the Personal Data Categories of third parties with whom We share Personal Data The specific pieces of Personal Data we collected about You The right to delete Personal Data. You also have the right to request the deletion of Your Personal Data that have been collected in the past 12 months.
The right not to be discriminated against. You have the right not to be discriminated against for exercising any of Your Consumer's rights, including by: Denying goods or services to You Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties Providing a different level or quality of goods or services to You Suggesting that You will receive a different price or rate for goods or services or a different level or quality of goods or services. Exercising Your CCPA Data Protection Rights In order to exercise any of Your rights under the CCPA, and if you are a California resident, You can email or call us or visit our "Do Not Sell My Personal Information" section or web page. The Company will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonable necessary and with prior notice.
Do Not Sell My Personal Information We do not sell personal information. However, the Service Providers we partner with (for example, our advertising partners) may use technology on the Service that "sells" personal information as defined by the CCPA law. If you wish to opt out of the use of your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below. Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that you use. Website You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service: From Our "Cookie Consent" notice banner Or from Our "CCPA Opt-out" notice banner Or from Our "Do Not Sell My Personal Information" notice banner Or from Our "Do Not Sell My Personal Information" link
The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by your browser, you will need to opt out again. Mobile Devices Your mobile device may give you the ability to opt out of the use of information about the apps you use in order to serve you ads that are targeted to your interests: "Opt out of Interest-Based Ads" or "Opt out of Ads Personalization" on Android devices "Limit Ad Tracking" on iOS devices You can also stop the collection of location information from Your mobile device by changing the preferences on your mobile device.
Children's Privacy Our Service does not address anyone under the age of 13.
We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers. Your California Privacy Rights (California's Shine the Light law) Under California Civil Code Section 1798 (California's Shine the Light law), California residents with an established business relationship with us can request information once a year about sharing their Personal Data with third parties for the third parties' direct marketing purposes. If you'd like to request more information under the California Shine the Light law, You can contact Us using the contact information provided below. California Privacy Rights for Minor Users (California Business and Professions Code Section 22581) California Business and Professions Code section 22581 allow California residents under the age of 18 who are registered users of online sites, services or applications to request and obtain removal of content or information they have publicly posted.
Operating Agreement EC Training and Coaching LLC, a Washington State Limited Liability Company
THIS OPERATING AGREEMENT of EC Training and Coaching LLC (the “Company”) is entered into as of the date set forth on the signature page of this Agreement by each of the Members listed on Exhibit A of this Agreement. A. The Members have formed the Company as a Washington State limited liability company under the Washington State Uniform Limited Liability Company Act of 1996. The purpose of the Company is to conduct any lawful business for which limited liability companies may be organized under the laws of the state of Washington State. The Members hereby adopt and approve the articles of organization of the Company filed with the Washington State Secretary of State. B. The Members enter into this Agreement to provide for the governance of the Company and the conduct of its business, and to specify their relative rights and obligations. ARTICLE 1: DEFINITIONS Capitalized terms used in this Agreement have the meanings specified in this Article 1 or elsewhere in this Agreement and if not so specified, have the meanings set forth in the Washington State Uniform Limited Liability Company Act of 1996. “Agreement” means this Operating Agreement of the Company, as may be amended from time to time. “Capital Account” means, with respect to any Member, an account consisting of such Member’s Capital Contribution, (1) increased by such Member’s allocated share of income and gain, (2) decreased by such Member’s share of losses and deductions, (3) decreased by any distributions made by the Company to such Member, and (4) otherwise adjusted as required in accordance with applicable tax laws. “Capital Contribution” means, with respect to any Member, the total value of (1) cash and the fair market value of property other than cash and (2) services that are contributed and/or agreed to be contributed to the Company by such Member, as listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement. -2- “Exhibit” means a document attached to this Agreement labeled as “Exhibit A,” “Exhibit B,” and so forth, as such document may be amended, updated, or replaced from time to time according to the terms of this Agreement. “Member” means each Person who acquires Membership Interest pursuant to this Agreement. The Members are listed on Exhibit A, as may be updated from time to time according to the terms of this Agreement. Each Member has the rights and obligations specified in this Agreement. “Membership Interest” means the entire ownership interest of a Member in the Company at any particular time, including the right to any and all benefits to which a Member may be entitled as provided in this Agreement and under the Washington State Uniform Limited Liability Company Act of 1996, together with the obligations of the Member to comply with all of the terms and provisions of this Agreement. “Ownership Interest” means the Percentage Interest or Units, as applicable, based on the manner in which relative ownership of the Company is divided. “Percentage Interest” means the percentage of ownership in the Company that, with respect to each Member, entitles the Member to a Membership Interest and is expressed as either: A. If ownership in the Company is expressed in terms of percentage, the percentage set forth opposite the name of each Member on Exhibit A, as may be adjusted from time to time pursuant to this Agreement; or B. If ownership in the Company is expressed in Units, the ratio, expressed as a percentage, of: (1) the number of Units owned by the Member (expressed as “MU” in the equation below) divided by (2) the total number of Units owned by all of the Members of the Company (expressed as “TU” in the equation below). Percentage Interest = TU MU “Person” means an individual (natural person), partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign. -3- “Units” mean, if ownership in the Company is expressed in Units, units of ownership in the Company, that, with respect to each Member, entitles the Member to a Membership Interest which, if applicable, is expressed as the number of Units set forth opposite the name of each Member on Exhibit A, as may be adjusted from time to time pursuant to this Agreement. ARTICLE 2: CAPITAL CONTRIBUTIONS, ADDITIONAL MEMBERS, CAPITAL ACCOUNTS AND LIMITED LIABILITY 2.1 Initial Capital Contributions. The names of all Members and each of their respective addresses, initial Capital Contributions, and Ownership Interests must be set forth on Exhibit A. Each Member has made or agrees to make the initial Capital Contribution set forth next to such Member’s name on Exhibit A to become a Member of the Company. 2.2 Subsequent Capital Contributions. Members are not obligated to make additional Capital Contributions unless unanimously agreed by all the Members. If subsequent Capital Contributions are unanimously agreed by all the Members in a consent in writing, the Members may make such additional Capital Contributions on a pro rata basis in accordance with each Member’s respective Percentage Interest or as otherwise unanimously agreed by the Members. 2.3 Additional Members. A. With the exception of a transfer of interest (1) governed by Article 7 of this Agreement or (2) otherwise expressly authorized by this Agreement, additional Persons may become Members of the Company and be issued additional Ownership Interests only if approved by and on terms determined by a unanimous written agreement signed by all of the existing Members. B. Before a Person may be admitted as a Member of the Company, that Person must sign and deliver to the Company the documents and instruments, in the form and containing the information required by the Company, that the Members deem necessary or desirable. Membership Interests of new Members will be allocated according to the terms of this Agreement. 2.4 Capital Accounts. Individual Capital Accounts must be maintained for each Member, unless (a) there is only one Member of the Company and (b) the Company is exempt according to applicable tax laws. Capital Accounts must be maintained in accordance with all applicable tax laws. -4- 2.5 Interest. No interest will be paid by the Company or otherwise on Capital Contributions or on the balance of a Member’s Capital Account. 2.6 Limited Liability; No Authority. A Member will not be bound by, or be personally liable for, the expenses, liabilities, debts, contracts, or obligations of the Company, except as otherwise provided in this Agreement or as required by the Washington State Uniform Limited Liability Company Act of 1996. Unless expressly provided in this Agreement, no Member, acting alone, has any authority to undertake or assume any obligation, debt, or responsibility, or otherwise act on behalf of, the Company or any other Member. ARTICLE 3: ALLOCATIONS AND DISTRIBUTIONS 3.1 Allocations. Unless otherwise agreed to by the unanimous consent of the Members any income, gain, loss, deduction, or credit of the Company will be allocated for accounting and tax purposes on a pro rata basis in proportion to the respective Percentage Interest held by each Member and in compliance with applicable tax laws. 3.2 Distributions. The Company will have the right to make distributions of cash and property to the Members on a pro rata basis in proportion to the respective Percentage Interest held by each Member. The timing and amount of distributions will be determined by the Members in accordance with the Washington State Uniform Limited Liability Company Act of 1996. 3.3 Limitations on Distributions. The Company must not make a distribution to a Member if, after giving effect to the distribution: A. The Company would be unable to pay its debts as they become due in the usual course of business; or B. The fair value of the Company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of Members, if any, whose preferential rights are superior to those of the Members receiving the distribution. -5- ARTICLE 4: MANAGEMENT 4.1 Management. A. Generally. Subject to the terms of this Agreement and the Washington State Uniform Limited Liability Company Act of 1996, the business and affairs of the Company will be managed by the Members. B. Approval and Action. Unless greater or other authorization is required pursuant to this Agreement or under the Washington State Uniform Limited Liability Company Act of 1996 for the Company to engage in an activity or transaction, all activities or transactions must be approved by the Members, to constitute the act of the Company or serve to bind the Company. With such approval, the signature of any Members authorized to sign on behalf of the Company is sufficient to bind the Company with respect to the matter or matters so approved. Without such approval, no Members acting alone may bind the Company to any agreement with or obligation to any third party or represent or claim to have the ability to so bind the Company. C. Certain Decisions Requiring Greater Authorization. Notwithstanding clause B above, the following matters require unanimous approval of the Members in a consent in writing to constitute an act of the Company: (i) A material change in the purposes or the nature of the Company’s business; (ii) With the exception of a transfer of interest governed by Article 7 of this Agreement, the admission of a new Member or a change in any Member’s Membership Interest, Ownership Interest, Percentage Interest, or Voting Interest in any manner other than in accordance with this Agreement; (iii) The merger of the Company with any other entity or the sale of all or substantially all of the Company’s assets; and (iv) The amendment of this Agreement. 4.2 Officers. The Members are authorized to appoint one or more officers from time to time. The officers will have the titles, the authority, exercise the powers, and perform the duties that the Members determine from time to time. Each officer will continue to perform and hold office until such time as (a) the officer’s successor is chosen and appointed by the Members; or (b) the officer is dismissed or terminated by the Members, which termination will be subject to applicable law and, if an effective -6- employment agreement exists between the officer and the Company, the employment agreement. Subject to applicable law and the employment agreement (if any), each officer will serve at the direction of Members, and may be terminated, at any time and for any reason, by the Members. ARTICLE 5: ACCOUNTS AND ACCOUNTING 5.1 Accounts. The Company must maintain complete accounting records of the Company’s business, including a full and accurate record of each Company transaction. The records must be kept at the Company’s principal executive office and must be open to inspection and copying by Members during normal business hours upon reasonable notice by the Members wishing to inspect or copy the records or their authorized representatives, for purposes reasonably related to the Membership Interest of such Members. The costs of inspection and copying will be borne by the respective Member. 5.2 Records. The Members will keep or cause the Company to keep the following business records. (i) An up to date list of the Members, each of their respective full legal names, last known business or residence address, Capital Contributions, the amount and terms of any agreed upon future Capital Contributions, and Ownership Interests, and Voting Interests; (ii) A copy of the Company’s federal, state, and local tax information and income tax returns and reports, if any, for the six most recent taxable years; (iii) A copy of the articles of organization of the Company, as may be amended from time to time (“Articles of Organization”); and (iv) An original signed copy, which may include counterpart signatures, of this Agreement, and any amendments to this Agreement, signed by all then-current Members. 5.3 Income Tax Returns. Within 45 days after the end of each taxable year, the Company will use its best efforts to send each of the Members all information necessary for the Members to complete their federal and state tax information, returns, and reports and a copy of the Company’s federal, state, and local tax information or income tax returns and reports for such year. -7- 5.4 Subchapter S Election. The Company may, upon unanimous consent of the Members, elect to be treated for income tax purposes as an S Corporation. This designation may be changed as permitted under the Internal Revenue Code Section 1362(d) and applicable Regulations. 5.5 Tax Matters Member. Anytime the Company is required to designate or select a tax matters partner or partnership representative, pursuant to Section 6223 of the Internal Revenue Code and any regulations issued by the Internal Revenue Service, the Members must designate one of the Members as the tax matters partner or partnership representative of the Company and keep such designation in effect at all times. 5.6 Banking. All funds of the Company must be deposited in one or more bank accounts in the name of the Company with one or more recognized financial institutions. The Members are authorized to establish such accounts and complete, sign, and deliver any banking resolutions reasonably required by the respective financial institutions in order to establish an account. ARTICLE 6: MEMBERSHIP – VOTING AND MEETINGS 6.1 Members and Voting Rights. The Members have the right and power to vote on all matters with respect to which the Articles of Organization, this Agreement, or the Washington State Uniform Limited Liability Company Act of 1996 requires or permits. Unless otherwise stated in this Agreement (for example, in Section 4.1(c)) or required under the Washington State Uniform Limited Liability Company Act of 1996, the vote of the Members holding at least a majority of the Voting Interest of the Company is required to approve or carry out an action. 6.2 Meetings of Members. Annual, regular, or special meetings of the Members are not required but may be held at such time and place as the Members deem necessary or desirable for the reasonable management of the Company. A written notice setting forth the date, time, and location of a meeting must be sent within a reasonable period of time before the date of the meeting to each Member entitled to vote at the meeting. A Member may waive notice of a meeting by sending a signed waiver to the Company’s principal executive office or as otherwise provided in the Washington State Uniform Limited Liability Company Act of 1996. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Washington StateUniform Limited Liability Company Act of 1996, including by conference call or similar communications equipment. Any action that could be taken at a meeting may be approved by a consent in writing that describes the action to be taken and is signed by Members holding the minimum Voting Interest -8- required to approve the action. If any action is taken without a meeting and without unanimous written consent of the Members, notice of such action must be sent to each Member that did not consent to the action. ARTICLE 7: WITHDRAWAL AND TRANSFERS OF MEMBERSHIP INTERESTS 7.1 Withdrawal. Members may without liability, dissociate and withdraw from the Company prior to the dissolution and winding up of the Company (a) by transferring or assigning all of their respective Membership Interests pursuant to Section 7.2 below, or (b) if all of the Members unanimously agree in a written consent. Subject to the provisions of Article 3, a Member that withdraws pursuant to this Section 7.1 will be entitled to a distribution from the Company in an amount equal to such Member’s Capital Account. 7.2 Restrictions on Transfer; Admission of Transferee. A Member may transfer Membership Interests to any other Person without the consent of any other Member. A person may acquire Membership Interests directly from the Company upon the written consent of all Members. A Person that acquires Membership Interests in accordance with this Section 7.2 will be admitted as a Member of the Company only after the requirements of Section 2.3(b) are complied with in full. 7.3 Wrongful Dissociation by Express Will. A Member has the power to withdraw from the Company at any time. However, such dissociation, if not in accordance with Section 7.1 above, will be considered wrongful. A Member who wrongfully dissociates from the Company is liable to the Company, and to the other Members, for damages caused by the dissociation. A Member who withdraws pursuant to this Section 7.3 will be entitled to a distribution in an amount equal to such Member’s Capital Account, less any amount due to the Company for the wrongful dissociation. ARTICLE 8: DISSOLUTION 8.1 Dissolution. The Company will be dissolved upon the first to occur of the following events: (i) The unanimous agreement of all Members in a consent in writing to dissolve the Company; -9- (ii) An event that makes it unlawful for all or substantially all of the business of the Company to be continued, but a cure of illegality within 90 days after notice to the Company of the event is effective retroactively to the date of the event for purposes of this Section; (iii) On application by a Member or a dissociated Member, upon entry of a judicial decree that: (1) The economic purpose of the Company is likely to be unreasonably frustrated; (2) Another Member has engaged in conduct relating to the Company’s business that makes it not reasonably practicable to carry on the Company’s business with that Member; (3) It is not otherwise reasonably practicable to carry on the Company’s business in conformity with the Articles of Organization and the Agreement; (4) The Company failed to purchase the petitioner’s distributional interest as required by Section 33-44-701 of the Washington State Limited Liability Company Act of 1996; or (5) The Members in control of the Company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner; (iv) On application by a transferee of a Member’s interest, a judicial determination that it is equitable to wind up the Company’s business: (1) After the expiration of the specified term, if the Company was for a specified term at the time the applicant became a transferee by way of member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or (2) At any time, if the Company existed at will at the time the applicant became a transferee by way of member dissociation, transfer, or entry of a charging order that gave rise to the transfer; -10- (v) At any time that there are no Members, unless and provided that the Company is not otherwise required to be dissolved and wound up, within 90 days after the occurrence of the event that terminated the continued membership of the last remaining Member, the legal representative of the last remaining Member agrees in writing to continue the Company and (i) to become a Member; or (ii) to the extent that the last remaining Member assigned its interest in the Company, to cause the Member’s assignee to become a Member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member; (vi) The sale or transfer of all or substantially all of the Company’s assets; (vii) A merger or consolidation of the Company with one or more entities in which the Company is not the surviving entity. 8.2 No Automatic Dissolution Upon Certain Events. Unless otherwise set forth in this Agreement or required by applicable law, the death, incapacity, disassociation, bankruptcy, or withdrawal of a Member will not automatically cause a dissolution of the Company. ARTICLE 9: INDEMNIFICATION 9.1 Indemnification. The Company has the power to defend, indemnify, and hold harmless any Person who was or is a party, or who is threatened to be made a party, to any Proceeding (as that term is defined below) by reason of the fact that such Person was or is a Member, officer, employee, representative, or other agent of the Company, or was or is serving at the request of the Company as a director, Governor, officer, employee, representative or other agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise (each such Person is referred to as a “Company Agent”), against Expenses (as that term is defined below), judgments, fines, settlements, and other amounts (collectively, “Damages”) to the maximum extent now or hereafter permitted under Washington State law. “Proceeding,” as used in this Article 9, means any threatened, pending, or completed action, proceeding, individual claim or matter within a proceeding, whether civil, criminal, administrative, or investigative. “Expenses,” as used in this Article 9, includes, without limitation, court costs, reasonable attorney and expert fees, and any expenses incurred relating to establishing a right to indemnification, if any, under this Article 9. -11- 9.2 Mandatory. The Company must defend, indemnify and hold harmless a Company Agent in connection with a Proceeding in which such Company Agent is involved if, and to the extent, Washington State law requires that a limited liability company indemnify a Company Agent in connection with a Proceeding. 9.3 Expenses Paid by the Company Prior to Final Disposition. Expenses of each Company Agent indemnified or held harmless under this Agreement that are actually and reasonably incurred in connection with the defense or settlement of a Proceeding may be paid by the Company in advance of the final disposition of a Proceeding if authorized by a vote of the Members that are not seeking indemnification holding a majority of the Voting Interests (excluding the Voting Interest of the Company Agent seeking indemnification). Before the Company makes any such payment of Expenses, the Company Agent seeking indemnification must deliver a written undertaking to the Company stating that such Company Agent will repay the applicable Expenses to the Company unless it is ultimately determined that the Company Agent is entitled or required to be indemnified and held harmless by the Company (as set forth in Sections 9.1 or 9.2 above or as otherwise required by applicable law). ARTICLE 10: GENERAL PROVISIONS 10.1 Notice. (a) Any notices (including requests, demands, or other communications) to be sent by one party to another party in connection with this Agreement must be in writing and delivered personally, by reputable overnight courier, or by certified mail (or equivalent service offered by the postal service from time to time) to the following addresses or as otherwise notified in accordance with this Section: (i) if to the Company, notices must be sent to the Company’s principal executive office; and (ii) if to a Member, notices must be sent to the Member’s last known address for notice on record. (b) Any party to this Agreement may change its notice address by sending written notice of such change to the Company in the manner specified above. Notice will be deemed to have been duly given as follows: (i) upon delivery, if delivered personally or by reputable overnight carrier or (ii) five days after the date of posting if sent by certified mail. 10.2 Entire Agreement; Amendment. This Agreement along with the Articles of Organization (together, the “Organizational Documents”), constitute the entire agreement among the Members and replace and supersede all prior written and oral understandings and agreements with respect to the subject matter of this Agreement, except as otherwise required by the Washington State Uniform Limited Liability Company Act of 1996. There are no representations, agreements, arrangements, or undertakings, oral or written, between or among the Members relating to the subject matter of this -12- Agreement that are not fully expressed in the Organizational Documents. This Agreement may not be modified or amended in any respect, except in a writing signed by all of the Members, except as otherwise required or permitted by the Washington State Uniform Limited Liability Company Act of 1996. 10.3 Governing Law; Severability. This Agreement will be construed and enforced in accordance with the laws of the state of Washington State. If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction for any reason whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including without limitation, all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the unenforceable provision will be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable provision and the Agreement will be deemed amended accordingly. 10.4 Further Action. Each Member agrees to perform all further acts and execute, acknowledge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement. 10.5 No Third Party Beneficiary. This Agreement is made solely for the benefit of the parties to this Agreement and their respective permitted successors and assigns, and no other Person or entity will have or acquire any right by virtue of this Agreement. This Agreement will be binding on and inure to the benefit of the parties and their heirs, personal representatives, and permitted successors and assigns. 10.6 Incorporation by Reference. The recitals and each appendix, exhibit, schedule, and other document attached to or referred to in this Agreement are hereby incorporated into this Agreement by reference. 10.7 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all of the Members signed the same copy. All counterparts will be construed together and will constitute one agreement. [Remainder Intentionally Left Blank.] -13- IN WITNESS WHEREOF, the parties have executed or caused to be executed this Operating Agreement and do each hereby represent and warrant that their respective signatory, whose signature appears below, has been and is, on the date of this Agreement, duly authorized to execute this Agreement.
Signature of Eleanor Grace Campbell -14- EXHIBIT A
MEMBERS The Members of the Company and their respective addresses, Capital Contributions, and Ownership Interests are set forth below.
The Members agree to keep this Exhibit A current and updated in accordance with the terms of this Agreement, including, but not limited to, Sections 2.1, 2.3, 2.4, 7.1, 7.2, and 10.1. Members Capital Contribution Percentage Interest Eleanor Grace Campbell
Address: Tacoma, Washington, 98422