中英文合同-责任有限公司经营协议.doc

LIMITED LIABILITY COMPANY OPERATING AGREEMENTPLEASE READ THIS FIRST! Hey, please accept all changes to this document (or ask me about it if the change is not clear) and then correct any mistakes you find yourself. Change the file name (2.1, 2.2, etc) so we can all avoid confusion and make sure we have the current version of the agreement. Thanks.责任有限公司经营协议_, LLC_,责任有限公司A MemberManaged Limited Liability Company成员经营责任有限公司OPERATING AGREEMENT经营协议THIS OPERATING AGREEMENT is made and entered into effective _, 20_, by and among: Zhang Zhang Yang, Daniel Patrick Cassiday, Arik Tashie, _ _ _ list the full legal names of the LLC members (collectively referred to in this agreement as the Members).此协议完成生效的时间为：_年_月_日，由：张章扬，Daniel Patrick Cassiday, Arik Tashie, 制定并在他们中生效。（以下简称上述人员为成员）SECTION 1THE LIMITED LIABILITY COMPANY第一节责任有限公司1.1 Formation. Effective _, 20_, the Members form a limited liability company under the name _, L.L.C. (the Company) on the terms and conditions in this Operating Agreement (the Agreement) and pursuant to the laws of the Peoples Republic of China. The rights and obligations of the parties are as provided in Chinese law except as otherwise expressly provided in this Agreement.1.1 成立。成立时间：_ 公司成立的成员如下：_（以下简称为公司）遵守中华人民共和国法律按此经营协议中的条款经营运行。（此经营协议以下简称协议）。各方享有并承担中国法律规定的权利和义务，所有成员享有并承担中国法律规定的权利和义务，此协议另有规定除外。1.2 Name. The business of the Company will be conducted under the name _, L.L.C., or such other name upon which the Members may unanimously agree.1.2 名称 公司业务将以_名称经营，或成员全体同意的其它名称。1.3 Purpose. The purpose of the Company is to engage in any lawful act or activity for which a Limited Liability Company may be formed within the Peoples Republic of China.1.3 目标。公司的目标是从事中国法律规定的各项合法的活动。1.4 Office. The Company will maintain its principal business office at the following address: _.1.4 场所 公司将把经营场所置于以下地址_。1.5. Legal Title to Company Property. Legal title to the property of the Company shall be held in the name of or in such other name or manner as the Members shall determine to be in the best interest of the Company. Without limiting the foregoing grant of authority, the Members may arrange to have title taken and held in their own names or in the names of trustees, nominees or straw parties for the Company. It is expressly understood and agreed that the manner of holding title to property (or any part thereof) of the Company is solely for the convenience of the Company, and that all such property shall be treated as Company property subject to the terms of this Agreement.1.5 公司财产合法所有权，公司财产合法所有权头衔将允许被置于成员认为符合公司最佳利益的名下。在此条件下，成员允许约定所有权头衔置于自己或公司的受托人，提名人或傀儡。公司任何财产所有权头衔享有的方式均为公司提供便利为目的，同时我们清楚了解和同意无论何人拥有所有权头衔，按本协，财产所有权均为公司所有。1.6 Term. The term of the Company commences on _ date and shall continue perpetually unless sooner terminated as provided in this Agreement.1.6 时期 公司开始运营时期从_开始并将永远持续，除非按协议规定提前结束。1.6.1 Term Expiration. This Agreement will expire 19 months after taking effect, unless it is extended by a majority in interest of the Members, or unless a replacement agreement has yet to be signed by a majority in interest of the Members. In the event that a majority in interest of the Members have signed a replacement agreement, all Members who fail to sign the replacement agreement shall be bound by the terms of this agreement in perpetuity, or until the Company is dissolved. Under no circumstances will the expiration of this Agreement cause the dissolution of the Company.1.6.1 协议结束时期 自生效之日起此协议有效期为19个月，在此之后，在超过百分之五十股份的同意下或新的协议还没通过超过百分之五十股份的股东通过下可以继续生效。超过百分之五十股份的成员们通过新的协议后，在没签协议的成员将继续遵守此协议，除非公司解散。无论在任何条件下，此协议的结束不能造成此公司的解散。1.7 Names and Addresses of Members. The Members names and addresses are attached as Schedule 1 to this Agreement.1.7 成员名称和地址 成员的名字和地址见此协议的续增表1。1.8 Admission of Additional Members. Except as otherwise expressly provided in this Agreement, no additional members may be admitted to the Company through issuance by the company of a new interest in the Company without the prior unanimous written consent of the Members.1.8 新成员的接纳 在没有全体成员一直书面同意的条件下，不得通过发行股份的方式吸收新成员，此协议另有规定除外。SECTION 2CAPITAL CONTRIBUTIONS第二节资本贡献2.1 Initial Contributions. The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement within seven days of when this agreement takes effect. If a Member fails to fulfill their initial contribution in the allowed time, they will forfeit all of their interest to the Company. 2.1 启动资本。成员对公司的出资数额见此协议续增表2，资金在此协议生效之日起七天内到位。在此期间资金没按时到位的成员，将丧失在公司中所占的股份。2.2 Additional Contributions. No Member shall be obligated to make any additional contribution to the Companys capital without the prior unanimous written consent of the Members. 2.2 额外追加。 除非全体成员一致书面同意，任何成员不得要求额外追加对公司的投入。2.3 No Interest on Capital Contributions. 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.2.3 无资本利息。 成员无权对注入公司资本要求利息或其它赔偿， 除非此协议另有规定。SECTION 3ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS第三节利润分配和损失的承担3.1 Profits/Losses. For financial accounting and tax purposes, the Companys net profits or net losses shall be determined on a quarterly basis and shall be allocated to the Members in proportion to each Members relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with applicable Chinese laws.3.1 利润和损失 为了应付财会和交税，每三个月公司对净利润和损失进行清算后，并按续增表2中成员对公司所占的股份进行利润分配。并且时不时修改分配方式以和中国法律要求一致。3.2 Distributions. The Managing Members shall determine and distribute available funds quarterly or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses, liabilities and monetary reserves, as determined by the Managing Members, who have a duty to justify their accounting to other Members. Distributions in liquidation of the Company or in liquidation of a Members interest shall be made in accordance with the positive capital account balances pursuant to applicable Chinese law. 3.2 分配。管理成员们将结算出现有资金，并按每季度，或其它成员认为合适的更频繁的方式分配。现有资金，在这里是指在的开销，债务，和资金储备等合理付给后，管理成员们结算出的净资金，于此同时管理成员们有义务向其它成员证实结算结果的可靠性。公司或股份将按照中国法律根据公司账户收支进行清算。3.3 No Right to Demand Return of Capital. 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.3.3 无权要回资金。任何成员无权要回资金或其它财物，但此协议的条款规定的除外。任何成员无权动用公司账户。SECTION 4INDEMNIFICATIONThe 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 he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorneys 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 he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her 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 he 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 his/her conduct was lawfulRephrased for translation as:“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 because he -is a Member of the Company -is a Manager -is an employee -is an agent of the Company or -is or was serving at the request of the Company.The person receiving indemnity shall be indemnified against: -expenses (including attorneys fees) -judgments -fines and -amounts paid in settlementif the Members determine that: -the expenses, judgments, fines and/or amounts are actually and reasonably incurred in connection with such action, suit or proceeding -he (the person being indemnified) acted in good faith -he acted in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company and -with respect to any criminal action proceeding, there was no good reason for him to know he was breaking the law. The termination of any action, suit, or proceeding by: -judgment -order -settlement -convictionor 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 -create a presumption that the person did or did not act in a manner which he reasonably believed to be in the best interest of the Company, and -with respect to any criminal action or proceeding, create a presumption that the person had or did not have reasonable cause to believe that his/her conduct was lawful.This indemnification shall not apply to actions, suits or proceedings by or in the right of the Company.”没有中文SECTION 5POWERS AND DUTIES OF MANAGERS第五节管理人员的权力和义务5.1 Management of Company. 5.1 公司管理。5.1.1 The Managing Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. Such decisions may include but are in no way limited to hiring and firing of employees; negotiating and signing contracts with faculty, staff and third parties; purchasing, maintaining and selling property on behalf of the Company; recruiting and consulting with students and teachers; and conducting public outreach.5.1.1 公司管理人员按照此协议的条款规定范围拥有完全的权力管理和经营公司，同时对业务和事情做决定。这些决定包括下例这些和其它没列举的：雇佣和解雇公司职员；和公司职员及和公司业务相关人员谈判和签订合同；代表公司购买，维护，销售公司财物；招生和招师，并处理学生，老师的问题;处理公关业务。5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members.5.1.2 除非次协议另有规定，所有和公司有关的管理经营决定和文件，将由公司成员统一决定和操作。5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority of the Managing Members to manage and operate the business and affairs of the Company.5.1.3 公司业务相关人员完全依赖公司管理人员对公司管理经营和对业务事情的过半表决的效力。5.2 Appointment of Managing Members. The names of the three permanent Managing Members are listed as follows:_Zhang Zhang Yang_ _Arik Tashie_ _Daniel Patrick Cassiday_5.2 常任管理人员的选举。下例人员为常任公司管理人员:_张章扬_ _Arik Tashie_ _Daniel Patrick Cassiday_5.2.1 Removal of Managing Members. The permanent Managing Members may not be removed from their positions as Managing Members except by unanimous approval by the Members, not including the Managing Member whose removal is being considered.5.2.1 管理人员的解雇。常任公司管理人员除以下情况不能解雇管理职位：除管理人员本人以外，全体成员一致同意解聘。5.2.2 Resignation Notice for Managing Members. Managing Members wishing to resign their position and become non-managing Members must submit their resignation in writing to all Members 60 days before the date of their resignation. 5.2.2 管理人员的辞职。 管理人员如要辞去管理职位成为普通成员，必须辞去之日60天前以书面形式通知。5.2.3 Appointment of Temporary Managing Members. The Members have the ability to hire a new Temporary Managing Member and offer the new position to a Member who is not currently a Managing Member by a vote of a majority of Members excluding the prospective Temporary Managing Member. The company shall have no more than one Temporary Managing Member at one time. It is within the authority of the Managing Members to delegate responsibilities and duties to a Temporary Managing Member; At least one week before the Members vote on approval for the Temporary Managing Member, the permanent Managing Members should decide on and put into writing a contract for the Temporary Managing Member to sign. The contract must include an expiration date for the new Temporary Managing Members position. Amending the Temporary Managing Members contract requires unanimous approval of the Members5.2.3 非常任管理人员的选举。成员有权选举公司成员为非常任管理人员，但必须通过除候选成员本人外的过半成员投票通过。在选举之前，所有常任管理人员必须在一星期内为候选成员准备好合同。合同必需包括当选成员的工作期限，如需修改，取消合同须要全体成员一致通过。公司不能同时有选出一名以上非常任管理人员。常任管理人员有权对非常任管理人员安排任务。5.2.4 Salaries for all Managing Members. All Managing Members will be paid a salary, to be evaluated and approved annually by a Majority in Interest of the Members. During the first month when a Managing Member reports for work, he or she will begin receiving an initial monthly salary of no less than RMB 2,500.00 yuan.5.2.4 所有管理人员的工资。所有管理人员将获得工资，每年由公司过半股份决定，管理人员的工资不应低于2500元每月。5.2.5 Management Fee. In addition to their salary, the Managing Members will equally divide a management fee among themselves, which shall be equal to 25% of the Companys available funds. This fee will be paid before all interest-based distributions.5.2.5 管理奖金，除工资以外，管理人员平均分配管理奖金，管理奖金为公司现有资金的25%。管理奖金将在分红前取得。5.3 Definition of Members. 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 a Majority of the Members.5.3 成员的定义。 在此协议中出现关于成员的决定，允许，同意，评价和行为，除非此协议另有规定，这些决定，允许，同意，评价和行为都是指关于过半成员的。5.4 Withdrawal by a Member. A Member has no power to withdraw from the Company, except as otherwise provided in Section 8.5.4 成员的退出。成员无权退出公司，除非第八节另有规定。SECTION 6SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES第六节工资，报销6.1 Organization Expenses. All expenses incurred in connection with organization of the Company will be paid by the Company.6.1 公司开销。公司将付给所有与公司有关的开销。6.2 Salary. No salary will be paid to a Member for the performance of his or her duties under this Agreement unless the salary has been approved in writing by a Majority in Interest of the Members.6.2 工资。成员不能要求对履行协议义务时的付出取得工资，除非过半股份以书面形式同意。6.3 Legal and Accounting Services. The Company may obtain legal and accounting services to the extent reasonably necessary for the conduct of the Companys business. 6.3 法律与财会服务。公司允许为了公司业务取得合理的法律与财会服务。SECTION 7BOOKS OF ACCOUNT, ACCOUNTING REPORTS, TAX RETURNS, FISCAL YEAR, BANKING第七节公司账户、财务报告、税务、财政年度7.1 Method of Accounting. The Company will use the method of accounting previously determined by the Managing Members for financial reporting and tax purposes.7.1 会计形式。管理人员决定公司财务报告和税务的会计形式。7.2 Fiscal Year; Taxable Year. The fiscal year and the taxable year of the Company shall begin July 1 and end August 31.7.2 财政年度/税务年度。公司的财政和税务年度从7月1日到次年的8月31日。7.3 Capital Accounts. The Company will, if acceptable under local laws, maintain a Capital Account for each Member on a cumulative basis in accordance with federal income tax accounting principles. No individual Member will have access to these accounts.7.3 固定资产账户。公司将为每个。7.4 Banking. All funds of the Company will be deposited in a separate bank account in the name of the Company as determined by the Managing Members. 7.4 银行业务。管理人员决定公司所有资金以公司的名义存入银行。SECTION 8TRANSFER OF MEMBERSHIP INTEREST第八节股份转移8.1 Sale or Encumbrance Prohibited. 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 without the prior written consent of a Majority in Interest of the Members, excluding the transferring Member.8.1 禁止销售和抵押。除非此协议另有规定，在没有过半股份以书面形式同意下，成员在任何情况下不得转移，销售，抵押，赠与，分割公司或其它方式（“转移”统称上述所有方式）。8.2 Right of First Refusal. Notwithstanding Section 8.1, a Member may transfer all or any part of the Members interest in the Company (the Interest) as follows:8.2 公司优先购股权。此条规定以下情形，成员可以转让部分或全部公司股份（“股份”以下是部分和全部股份的统称）：8.2.1 The Member desiring to transfer his or her Interest first must provide written notice (the Notice) to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the Offer).8.2.1 成员如要转移他/她的股份必须首先以书面形式通知（“通知”以下均指书面通知）其它成员，明确写明该成员股份销售的价格，时间及其它条件（“明细”以下指：该成员股份销售的价格和时间及其它条件）。8.2.2 For a period of 30 days after receipt of the Notice, any individual Member or group of Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be divided evenly among those Members desiring to acquire the Interest.8.2.2 成员在接到通知30天后，成员或个体成员按照明细说明有权购买股份，但必须是明细中的全部股份。成员不能阻止任何个体成员购买股份，如果成员不同意购买的股份在成员中的分配，