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Title: |
Operating Agreement |
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Date: |
2004 |
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Size: |
18KB total |
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Price: |
$39 |
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ID: |
#1451915 |
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OPERATING AGREEMENT
IOWA TELECOM DATA SERVICES, L.C.
AN IOWA LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
THIS OPERATING AGREEMENT is made effective as of the 20th day of February, 2003 by and between Iowa Telecommunications Services, Inc., as member of Iowa Telecom Data Services, L.C., an Iowa limited liability company (the Company), and the Company.
EXPLANATORY STATEMENT
This Operating Agreement governs the relationship between the Company and its member, pursuant to the Iowa Limited Liability Company Act (the Act).
In consideration of their mutual promises, covenants, and agreements, the parties hereto do hereby promise, covenant and agree as follows:
DEFINITIONS
For purposes of this Operating Agreement, and unless the context clearly otherwise indicates, the following terms shall have the following meanings:
Act shall mean the Iowa Limited Liability Company Act as presently codified in Iowa Code Chapter 490A, and as it may be amended from time to time.
Agreement means this Operating Agreement.
Code mean the Internal Revenue Code of 1986, as amended
Company shall mean Iowa Telecom Data Services, L.C., an Iowa limited liability company.
Member shall mean Iowa Telecommunication Services, Inc., as the sole initial Member of the Company, and any other person or persons who may subsequently be designated as a Member of this Company pursuant to the further terms of this Agreement.
Membership Interest shall mean the rights of a Member in distributions and allocations of profits, losses, gains, deductions and credits.
Membership Rights shall mean the rights of a Member, which are comprised of: (1) its Membership Interest, and (2) its right to vote and to otherwise participate in the management and governance of the Company.
Persons shall mean individuals, partnerships, corporations, limited liability companies, unincorporated associations, trusts, estates and any other type of entity.
1
ARTICLE I
FORMATION
1.1 Organization. The Member acknowledges the formation of the Company as an Iowa limited liability company pursuant to the provisions of the Act.
1.2 Agreement. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member and the Company hereby agree to the terms and conditions of this Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Member and the Company that the Agreement be the agreement of the parties, and, except to the extent a provision of the Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is prohibited or ineffective under the Act, the Agreement shall govern, even when inconsistent with, or different from, the provisions of the Act or any other law or rule. To the extent any provision of this Agreement is prohibited or ineffective under the Act, the Agreement shall be considered amended to the least extent possible in order to make the Agreement effective under the Act.
1.3 Name. The name of the Company is Iowa Telecom Data Services, L.C., and all Company business shall be conducted under that name.
1.4 Principal Place of Business. The Company may locate its principal place of business and registered office at any place or places as the Member may from time to time deem advisable.
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