Operating Agreement
Concerned Citizens of Captain's Cove, LLC
This operating agreement effective December 26, 2009 and revised December 15, 2010, May 3, 2014, and February 1, 2023 between and among the Members confirms our understanding as to the matters contained herein.
The parties agree to the following:
LLC Information
Concerned Citizens of Captains Cove LLC (CCCC)
37412 Bayside Dr
Greenbackville, VA 23356
Mailing address: P.O. Box 53, Greenbackville, VA 23356
The purpose of this LLC is to monitor and take appropriate actions regarding various (Local, County, and State) government organizations' proposals that potentially impact the property owners of Captain's Cove Golf & Yacht Club, Inc. (CCGYC).
Actions of this LLC may include but are not limited to contacting various representatives and organizations with concerns about proposals, obtaining information and documents regarding proposals affecting CCGYC, informing members of CCCC of pending proposals, and, if necessary, seeking legal recourse in support of or against said proposals.
Membership
Membership is limited to individual property owners in CCGYC.
Any owner can become a Charter member of CCCC by making an initial cash contribution of
$312.50. Charter members are lifetime members and no additional membership fees are required.
Any owner can become an Annual member by making an annual contribution of $30.00, which may be adjusted by a majority vote of the current Board of Directors from time to time. The annual membership term runs concurrently with the calendar year and is due January 1.
A list of current Charter and Annual members is given in Appendix A.
Individual members may elect to contribute amounts beyond the initial $312.50 as appropriate in support of actions CCCC may take.
Any member can withdraw at any time by giving written notice to the Board of Directors of CCCC. Members who withdraw will not be eligible to receive any expenses recovered as a result of any actions of CCCC LLC.
No member of CCCC will be bound by or be personally liable for the expenses, liabilities, or obligations of CCCC.
No member will be entitled to withdraw any part of his or her contributions or to receive any distributions except as expressly provided in this agreement.
Each member shall have one vote on proposals brought forth by the Board of Directors for a full general membership vote.
Meetings
A general membership meeting will be held once a year in August to elect a Board of Directors and to carry out other business that may be appropriate at that time. Members will be notified by mail or electronic mail two weeks in advance of the date, time, and place of this meeting. Special meetings of the membership may be called from time to time by the Board of Directors. If possible, notification will be made as above. If time does not permit this, members will be notified by electronic mail or telephone.
Organization
The Board will be elected by a simple majority of the members present or by proxy at the annual membership meeting. Board members are elected for a term of two years. Current Board members may sit for re-election at the end of their term. Four seats will be elected on even calendar years and three seats will be elected on odd calendar years. If additional Board members are added, the first seat will be added to the odd calendar year then each additional seat alternate between calendar years.
Commencing February 1, 2023, no member of CCGYC BOD, CCGYC Officer, nor employee or vendor of CCGYC or their affiliates (affiliates receiving financial compensation) may hold a membership simultaneously in CCCC to avoid any actual or appearance of conflict. If already a CCCC member, membership in CCCC will be suspended for as long as the above exists.
The Board will consist of a minimum of seven, but no more than eleven, general members. The Board will elect a chairman, assistant chairman, and other officers as needed. Committees and sub-committees of this board may be authorized to address particular issues and needs.
Unexpired terms of Board members who leave the Board may be filled by appointment by the remaining Board members.
The Board may carry out all business as defined in the LLC information section
with the exception of initiating legal action against any party. Initiating legal action will require approval by a simple majority of the full membership (51%).
A majority of the BOD shall constitute a quorum and a quorum is required to act on any business or policy permitted by the BOD as authorized in this Operating Agreement.
Financials
The contributions by members will be exclusively used to pay the operating expenses of the LLC.
It is not anticipated that CCCC will earn any income or make any profit. In the case of a legal action, it is possible that some legal expenses or damages may be recovered.
Recovered expenses or damages will be paid out as follows. Largest contributors will be paid first but only they have contributed in excess of other contributors. Available funds will be paid to the largest contributors first until their total contributions are reduced to a level common to all other contributors. At that time, remaining undistributed recovered expenses would be distributed to all members on an equal basis.
For example, if there were eight total contributors and two had given $1000 and two had given
$500 and four had given $300, the two $1000 contributors would receive $500 each, reducing their net contributions to $500. Then the four at $500 would receive $200 each, reducing their net contribution to $300. With all contributors now having made a net contribution of $300, any remaining funds would be equally distributed. Of course the total recovered expenses might not be sufficient to pay any of the contributors down to the $300 level or even the $500 level in which case partial recovery would be limited to the higher contributors.
Termination
Termination of this LLC will be decided by motion and majority vote of the Board of Directors followed by a majority vote of the general membership. Upon termination of the LLC, all cash assets will be distributed per the above payout method.
In witness whereof, the parties hereto have executed this Agreement effective as of the day and year first above written.
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Signature
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Printed Name