Tony Brands LLC Operating Agreement created on March 24, 2025
Tony Brands LLC Operating Agreement (the "Agreement") is made and entered into as of current date, by and among the undersigned Members (collectively referred to as the "Members") of Tony Brands, a limited liability company, organized and existing under the laws of the State of North Carolina.
ARTICLE I: FORMATION AND PURPOSE
1.1 Formation. The Members have formed a limited liability company under the laws of the State of North Carolina by filing Articles of Organization with the appropriate state authority.
1.2 Purpose. The purpose of Tony Brands LLC is to engage in any lawful business activity for which a limited liability entity like Tony Brands LLC may be organized under the laws of the State of North Carolina.
ARTICLE II: MANAGEMENT AND DECISION-MAKING
2.1 Management Structure. Tony Brands LLC shall be managed by the Financial Manager of Tony Brands, who shall have full authority and control over the operations and financial decisions of the Tony Brands LLC.
2.2 Authority Over Financial Matters. The Financial Manager of Tony Brands shall have the authority to: a. Open, manage, and close bank accounts in the name of Tony Brands LLC; b. Make expenditures, incur debts, and enter into financial agreements on behalf of Tony Brands LLC; c. Allocate and distribute profits and losses among Members in accordance with this Agreement; d. Approve loans, credit lines, and other financial obligations for Tony Brands; e. Determine reinvestment strategies and financial planning for Tony Brands LLC; f. Authorize payment of salaries, distributions, and other financial transactions related to Tony Brands LLC’s operations.
ARTICLE III: CAPITAL INVESTMENT CONTRIBUTIONS AND DISTRIBUTIONS
3.1 Initial Contributions. Each Member shall contribute the agreed-upon capital investment to Tony Brands LLC.
3.2 Additional Contributions. No Member shall be required to make additional contributions without the consent of all Members.
3.3 Distributions. The Financial Manager shall determine the timing and amount of distributions, subject to the financial health of Tony Brands LLC and applicable legal restrictions.
A breakdown of different classes of Tony Brands LLC members based on their capital contributions.
Tony Brands LLC Member Classes Based on Investment Contributions
Class A Members – Principal Investors
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Contribution: $100,000+
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Voting Rights: Full voting rights (1 vote per 1% of ownership)
- Members Ownership Cap: No Class A Members, shall own, directly or indirectly, more than [10% ownership interest]
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Profit Distribution: Priority return on investment + pro-rata share of profits
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Management Role: Eligible for management positions or board seats
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Exit Rights: Preferential buyout terms or first rights in a liquidity event
Class B Members – Major Investors
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Contribution: $25,000 – $99,999
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Voting Rights: Limited voting rights (1 vote per 2% of ownership)
- Members Ownership Cap: No Class B Members, shall own, directly or indirectly, more than [6% ownership interest]
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Profit Distribution: Pro-rata share of profits after Class A preferred returns
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Management Role: Advisory role optional, not required
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Exit Rights: Buyout rights after Class A
Class C Members – Minor Investors / Silent Partners
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Contribution: $5,000 – $24,999
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Voting Rights: No voting rights unless majority agrees otherwise
- Members Ownership Cap: No Class C Members, shall own, directly or indirectly, more than [2% ownership interest]
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Profit Distribution: Pro-rata share of remaining profits after A & B classes
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Management Role: No involvement in day-to-day operations
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Exit Rights: Can sell interest with approval of Class A majority
Class D Members – Sweat Equity / Service-Based Members
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Contribution: Non-cash (services, IP, labor)
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Voting Rights: Negotiated on a case-by-case basis
- Members Ownership Cap: Negotiated ownership cap on a case-by-case basis
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Profit Distribution: Deferred or conditional on performance milestones
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Management Role: May be involved in operations depending on role
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Exit Rights: Subject to vesting schedules and clawback clauses
ARTICLE IV: BOOKS, RECORDS, AND BANK ACCOUNTS
4.1 Accounting and Records. Tony Brands LLC shall maintain accurate financial records and books of account.
4.2 Bank Accounts. All funds shall be deposited in a separate bank account in Tony Brands LLC’s name. The financial manager shall have full control over such accounts.
4.3 Fiscal Year. The fiscal year of Tony Brands LLC shall be the calendar year unless otherwise determined by the financial manager of Tony Brands.
ARTICLE V: LIABILITY AND INDEMNIFICATION
5.1 Limited Liability. Members shall not be personally liable for the debts or obligations of Tony Brands LLC beyond their capital contributions.
5.2 Indemnification. Tony Brands LLC shall indemnify its Members and managing party against any claims, liabilities, or expenses incurred in the course of Tony Brands LLC business, except in cases of fraud or gross misconduct.
ARTICLE VI: DISSOLUTION AND WINDING UP
6.1 Dissolution. Tony Brands LLC shall be dissolved upon the occurrence of any of the following events: a. Members vote of unanimous to dissolve; b. The death, bankruptcy, or withdrawal of a Member, unless the remaining Members agree to continue the business; c. Any event that makes it unlawful for Tony Brands to continue.
6.2 Winding Up. Upon dissolution, Tony Brands LLC shall liquidate the assets, pay company debts, and distribute any remaining assets to Members according to their ownership percentages.
ARTICLE VII: AMENDMENTS
7.1 Amendments. This agreement may be amended only by a written instrument signed by all Members.
ARTICLE VIII: MISCELLANEOUS
8.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina.
8.2 Entire Agreement. This Agreement constitutes the entire agreement of the Members and supersedes all prior discussions and agreements.
IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first written above.