# Operating Agreement of Sagebrush Trails Outfitters, LLC

**A Nevada Member-Managed Limited Liability Company**

> **NOTICE TO WORKSHOP PARTICIPANTS.** This document is a fictional sample
> drafted for the Neon Law Foundation "Claude Code + 12 Zodiac Lawyers"
> workshop. It is not legal advice, it is not a model form, and it
> intentionally contains ambiguities, omissions, and drafting choices that
> reasonable lawyers would disagree about. Do not use it for any real
> engagement.

---

## Preamble

This Operating Agreement (this "**Agreement**") is entered into and effective
as of **March 1, 2026** (the "**Effective Date**") by and among the following
persons, each of whom is admitted as a member of **Sagebrush Trails
Outfitters, LLC**, a Nevada limited liability company (the "**Company**"):

- **Avery Chen**, an individual residing in Reno, Nevada;
- **Bianca Delgado**, an individual residing in Las Vegas, Nevada; and
- **Cyrus Okafor**, an individual residing in Boise, Idaho

(each a "**Member**" and collectively the "**Members**").

The Members have caused Articles of Organization to be filed with the Nevada
Secretary of State and now wish to set forth their agreement as to the
governance, economics, and operation of the Company.

---

## Article I — Formation and Purpose

**1.1 Formation.** The Company was formed as a Nevada limited liability
company on **February 14, 2026** pursuant to Chapter 86 of the Nevada
Revised Statutes (the "**Act**").

**1.2 Name.** The name of the Company is **Sagebrush Trails Outfitters, LLC**.

**1.3 Principal Office.** The principal office of the Company is located at
**100 N. Sierra Street, Suite 400, Reno, Nevada 89501**, or such other place
as the Members may from time to time designate.

**1.4 Registered Agent.** The registered agent of the Company is as set forth
in the Articles of Organization.

**1.5 Purpose.** The Company is formed to operate a guided backcountry
outfitting business in the Great Basin region and **to engage in any lawful
act or activity for which a limited liability company may be organized under
the Act**.

**1.6 Term.** The term of the Company is perpetual unless dissolved in
accordance with this Agreement or the Act.

---

## Article II — Members and Capital Contributions

**2.1 Initial Capital Contributions.** Each Member has contributed the
following to the capital of the Company as of the Effective Date:

| Member          | Contribution           | Value (USD) | Percentage Interest |
| --------------- | ---------------------- | ----------- | ------------------- |
| Avery Chen      | Cash                   | $60,000     | 40%                 |
| Bianca Delgado  | Cash                   | $45,000     | 30%                 |
| Cyrus Okafor    | Equipment and vehicles | $45,000     | 30%                 |

**2.2 Additional Capital Contributions.** If at any time the Members
determine that additional capital is reasonably necessary for the Company's
operations, the Members **may** call for additional capital contributions in
proportion to their Percentage Interests. A Member who fails to fund a capital
call within **thirty (30) days** shall have such Member's Percentage Interest
diluted on a basis to be determined by the non-defaulting Members acting
reasonably.

**2.3 No Interest on Contributions.** No Member shall be entitled to interest
on any capital contribution.

**2.4 Loans.** Any Member may, with the consent of the other Members, loan
money to the Company on commercially reasonable terms. Loans shall not be
treated as capital contributions.

---

## Article III — Allocations and Distributions

**3.1 Allocations.** All items of income, gain, loss, deduction, and credit
shall be allocated among the Members in accordance with their Percentage
Interests.

**3.2 Distributions.** The Company **may** make distributions of
Distributable Cash from time to time as the Members determine. Distributions
shall be made to the Members pro rata in accordance with their Percentage
Interests.

**3.3 Tax Distributions.** The Company shall use commercially reasonable
efforts to distribute to each Member, on or before **April 10** of each year,
an amount sufficient to cover such Member's estimated federal income tax
liability attributable to the Company's income for the preceding year,
assuming the highest marginal individual federal rate.

**3.4 Withholding.** The Company may withhold from any distribution any
amounts required to be withheld under applicable law.

---

## Article IV — Management

**4.1 Member-Managed.** The Company is a member-managed limited liability
company. Management of the Company is vested in the Members.

**4.2 Voting.** Except as otherwise provided in this Agreement, all decisions
of the Members shall require the **approval of Members holding a majority of
the Percentage Interests**.

**4.3 Major Decisions.** The following actions shall require the **unanimous
written consent** of all Members:

1. Sale of all or substantially all of the assets of the Company;
2. Merger, conversion, or dissolution of the Company;
3. Admission of a new Member;
4. Incurring indebtedness in excess of **$100,000** in the aggregate
   outstanding at any time;
5. Amendment of this Agreement or the Articles of Organization; and
6. Any transaction between the Company and a Member or an affiliate of a
   Member.

**4.4 Officers.** The Members may, but are not required to, appoint officers
of the Company. Officers serve at the pleasure of the Members.

**4.5 Compensation.** No Member shall be entitled to compensation for
services rendered to the Company except as expressly agreed in writing by the
Members. Reasonable out-of-pocket expenses incurred on behalf of the Company
shall be reimbursed.

**4.6 Fiduciary Duties.** To the fullest extent permitted by the Act, the
Members' fiduciary duties are **limited to the duty of good faith and fair
dealing**. The Members acknowledge that they have other business interests
and activities, and nothing in this Agreement shall be construed to prohibit
any Member from engaging in any other business or investment activity, even
if competitive with the Company.

---

## Article V — Transfers of Membership Interests

**5.1 General Restriction.** A Member may not sell, assign, pledge, or
otherwise transfer all or any portion of such Member's membership interest
without the prior written consent of the other Members, which consent may be
withheld in their sole discretion.

**5.2 Right of First Refusal.** If a Member receives a bona fide written
offer from a third party to purchase all or a portion of such Member's
membership interest and desires to accept such offer, such Member shall first
offer the interest to the other Members on the same terms. The other Members
shall have **thirty (30) days** to elect to purchase the offered interest pro
rata.

**5.3 Permitted Transfers.** Notwithstanding Section 5.1, a Member may
transfer such Member's membership interest to a revocable trust for estate
planning purposes without consent, provided that the transferring Member
retains sole voting control of the trust.

**5.4 Death or Incapacity.** Upon the death or permanent incapacity of a
Member, the Company **may** purchase such Member's interest at a price to be
agreed upon by the Company and the former Member's estate or legal
representative.

---

## Article VI — Deadlock

If the Members are unable to agree on a Major Decision and such disagreement
continues for more than **sixty (60) days**, the Members shall attempt in
good faith to resolve the dispute through mediation in Reno, Nevada.

---

## Article VII — Dissolution

**7.1 Events of Dissolution.** The Company shall be dissolved upon the first
to occur of:

1. The unanimous written consent of all Members;
2. The sale of all or substantially all of the assets of the Company; or
3. Entry of a decree of judicial dissolution under the Act.

**7.2 Winding Up.** Upon dissolution, the Company's assets shall be applied
in the following order: (a) to creditors; (b) to the Members in repayment of
loans; and (c) to the Members in accordance with their positive capital
account balances.

---

## Article VIII — Indemnification

The Company shall indemnify each Member, to the **fullest extent permitted by
applicable law**, from and against any and all losses, claims, damages,
liabilities, and expenses (including attorneys' fees) arising out of or
relating to such Member's service to the Company, except to the extent such
losses result from the Member's fraud or willful misconduct.

---

## Article IX — Confidentiality and Intellectual Property

**9.1 Confidentiality.** Each Member shall maintain the confidentiality of
all non-public information of the Company.

**9.2 Intellectual Property.** [**Reserved.**]

---

## Article X — Miscellaneous

**10.1 Governing Law.** This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to its
conflict-of-laws principles.

**10.2 Venue.** Any action arising out of this Agreement shall be brought
exclusively in the state or federal courts located in **Clark County,
Nevada**.

**10.3 Entire Agreement.** This Agreement constitutes the entire agreement
among the Members with respect to the subject matter hereof and supersedes
all prior agreements and understandings.

**10.4 Amendments.** This Agreement may be amended only by a writing signed
by all Members.

**10.5 Counterparts.** This Agreement may be executed in counterparts, each
of which shall be deemed an original.

**10.6 Severability.** If any provision of this Agreement is held invalid or
unenforceable, the remaining provisions shall remain in full force and
effect.

**10.7 Notices.** All notices shall be in writing and delivered by hand,
overnight courier, or email to the addresses set forth on the signature page.

---

## Signature Page

IN WITNESS WHEREOF, the Members have executed this Agreement as of the
Effective Date.

**MEMBERS:**

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
**Avery Chen**

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
**Bianca Delgado**

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
**Cyrus Okafor**