Chester's Choice is now offering shares in the company
Chester's Choice, LLC. is now offering shares in the company.
We are offering 98 shares totaling 49% interest in the company. Current market value of each share is $2500.00
INITIAL INVESTORS SHOULD NOTE THAT CHESTER'S CHOICE, LLC. WILL NOT SPEND INVESTOR MONEY UNTIL 50 SHARES HAVE BEEN SOLD. THIS IS A SAFETY NET FOR THOSE INITIAL INVESTORS. IF 50 SHARES ARE NOT SOLD WITHIN A REASONABLE TIME FRAME, THE COMPANY WILL CONTACT EACH EXISTING SHARE HOLDER TO SEE IF THEY WANT TO PROCEED WITH BUILDING THE COMPANY. THOSE WHO WANT OUT AT THAT POINT WILL HAVE THEIR MONEY RETURNED AND CHESTER'S CHOICE, LLC. WILL OFFER THOSE SHARES FOR SALE.
UPON THE SALE OF THE 50TH SHARE THE COMPANY WILL BEGIN THE CONSTRUCTION OF THE PRODUCTION FACILITY AND THE PURCHASE OF EQUIPMENT. AT THIS POINT THE INITIAL INVESTORS WILL BE COMMITTED AND THEIR MONEY WILL NOT BE RETURNED.
Please view our operating agreement below. Also view three year projection to see how shares might pay off.
To purchase now, send :
A check for the total number of shares/units you wish to purchase times $2,500.00.
Your name,
Social security number.
Mailing address.
Phone number.
Email address. (if applicable)
To: Jim Nelson 62710 430th Street Franklin, MN. 55333
Questions?: Go to "Contact us" on the navigation bar.
OPERATING AGREEMENT
OF
CHESTER’S CHOICE LLC
THIS OPERATING AGREEMENT is dated and adopted this ______ day of ________________, 2007 by the persons whose names are subscribed below, who constitute the members of CHESTER’S CHOICE L.L.C., a Colorado Limited Liability Company.
The members agree as follows:
ARTICLE I
Organization of Company
1.01. Name. The name of the Limited Liability Company that is to be formed and operated pursuant to this Operating Agreement is Chester’s Choice, L.L.C. (hereinafter “the Company”), which is a Limited Liability Company organized under the Limited Liability Company Act of the State of Colorado.
1.02. Registered Agent and Office. The Company’s registered agent in Colorado is Alexis Rae Nelson, whose business address is 8601 McDougal Street, Thornton, CO 80229. The Company may designate other registered agents or offices at any time in this state or, if necessary, in other states.
1.03. Principal Place of Business. The Company’s principal place of business is located at 8601 McDougal Street, Thornton, CO 80229. The Company may establish additional offices at any time.
1.04. Term. The term of existence of the Company shall begin with the filing or acceptance of its Articles of Organization and shall continue until the dissolution and termination of the Company as provided in Article VIII of this Operating Agreement.
1.05. Purpose. The purpose of the Company is to engage in the business of sales of gourmet dog biscuits and to engage in any lawful business or activity for which a Limited Liability Company may be organized under the Colorado Limited Liability Company Act.
ARTICLE III
Membership and Capital
2.01. Initial Members. The names and addresses of the initial members of the Company are:
Alexis Rae Nelson 8601 McDougal Street, Thornton, CO 80229 James Leo Nelson 8601 McDougal Street, Thornton, CO 80229
2.02. New or Substituted Members. New members shall be admitted to the Company only upon the written consent of fifty one (51%) percent of the existing members. An assignee of a member’s ownership interest in the Company shall be admitted to the Company as a substituted member only upon the written consent of one hundred (100%) percent of the members. A new or substituted member, as a condition of being admitted to membership in the Company, shall be fully bound by the terms and provisions of this Operating Agreement and all amendments thereto, whether or not the new or substituted member actually signs this agreement or an addendum thereto.
2.03. Ownership Interest. The ownership interest of each member of the Company shall be expressed in terms of Units. There shall be a total of two hundred units available which shall constitute 100% of the limited liability company’s interest to be owned. The total ownership interests of all members shall always equal one hundred (100%) percent and shall consist of two hundred (200) aforementioned ownerhsip units. The ownership interests of new members shall be determined prior to admission by the existing members and shall be represented by ownership of Membership units. The units of ownership of the initial members are set forth in section 2.04 of this Operating Agreement. As new members are admitted ownership of units shall be set forth on Exhibit “A” and updated accordingly. Exhibit “A” shall be signed by all the current owners of membership units.
2.04. Capital Contributions. A member’s capital contributions to the Company may consist of cash, property, services rendered, or a written promise to contribute cash, property, or services in the future. The value of all capital contributions shall be determined by the members. A member shall not be entitled to withdraw a capital contribution without the consent of other members. A member shall not be entitled to interest in, on or with respect to any capital contribution. Additional capital contributions may be made by a member only with the consent of all other members. The capital contributions required of new members shall be determined by existing members. The initial capital contributions and the initial ownership interest of the initial members of the Company are set forth below:
Type and Value of Capital
Name Contribution Units of Ownership Interest Alexis Rae Nelson 51 Units 25.5% interest James Leo Nelson 51 Units 25.5% interest Treasury Units 98 Units 49% interest
2.05. Capital Accounts. The Company shall maintain a capital account for each member. A member’s capital account consist of the total amount of the member’s capital contributions to the Company, plus any net income or gain allocated to the member by the Company, plus the amount of any Company liability assumed or secured by the member, less the value of any money or property distributed to the member by the Company, less any net losses allocated to the member by the Company, less the amount of any liabilities of the member assumed or secured by the Company.
2.06. Resignation of a Member. A member may resign, retire or withdraw from the Company at any time by giving thirty (30) days advance written notice thereof to the remaining members. The right of a resigning, retiring or withdrawing member to compensation for the member’s ownership interest in the Company shall be governed by the provisions of Article VI of this Operating Agreement. The resignation, retirement or withdrawal of a member shall terminate the member’s membership and voting rights in the Company as of the date of resignation, retirement or withdrawal.
ARTICLE III
Management
3.01. Management by Managers. The Company shall be managed by the elected managers. The Company shall have managers within the meaning of the Colorado Limited Liability Company Act. No manager shall be entitled to compensation for managing the Company unless otherwise approved in advance by a majority of the members.
3.02. Initial Managers. The initial managers for Chester’s Choice, L.L.C. shall be:
Alexis Rae Nelson James Leo Nelson
He/She shall serve as manager(s) until terminated by election of the members.
3.03. Authority of Members. Each manager may exercise all powers of the Limited Liability Company and perform any lawful act or function deemed necessary or appropriate in the ordinary course of the Company business, except as otherwise provided in the Operating Agreement. However, a manager may not perform any of the following acts or functions without the written consent of a majority of the members:
(1) Dissolve or terminate the Company.
(2) Sell or transfer all or a significant part of the Company assets.
(3) Merge or consolidate the Company with another entity.
(4) Incur a Company liability in excess of $ 5,000.00
(5) Any other act or function which requires the approval or consent of all of the other members by the terms of this Operating Agreement or by the provisions of the Colorado Limited Liability Company Act.
3.04. Voting Requirements. Except as otherwise provided in this Operating Agreement or in the Colorado Limited Liability Company Act, all matters requiring the vote, consent or approval of the members shall require the vote, consent or approval of a majority of the members.
3.05. Membership Meetings. The members may hold regular meetings either in the State of Colorado or elsewhere. Regular meetings of the members may be held without notice at such time and place as may be determined by the members. A special meeting of the members may be called by any member by giving ten (10) days prior written notice of the time, place and purpose of the meeting to other members. Notice shall be as provided in section 9.03 of this Operating Agreement. Notice of any special meeting may be waived by any member.
3.06. Action Without Meeting. Action may be taken without meeting if all members sign a written consent to the action taken or in any other manner provided for in the “Action Without Meeting” provisions of the Colorado Limited Liability Company Act.
3.07. Telephonic Meetings. Members may participate in a meeting by means of conference telephone or other video or audio communications equipment whereby all persons participating in the meeting shall constitute the presence of the member at the meeting.
3.08. Officers. The required officers of the Company shall be a President and a Secretary. The members may also elect a Treasurer and such other officers as may be deemed necessary by the members. The same person may simultaneously hold any number of offices. Each officer shall be elected by majority vote of the members and shall hold office until a qualified successor has been elected. Any officer may be removed from office by a majority vote of the members at a special meeting called for that purpose. The duties of the officers shall be determined by the members. The compensation of the officers, if any, shall be fixed by the members.
ARTICLE IV
Allocations and Distributions
4.01. Allocations of Income and Loss. The net income or losses of the Company shall be allocated to the members at the end of each accounting period in proportion to their respective ownership interests in the Company. The gains, losses, deductions and other income tax items of the Company shall be allocated to the members in the same manner, except as otherwise provided in this Article.
4.02. Partnership Tax Provisions. The members expect and intend that the Company shall be treated as a partnership for federal income tax purposes. The members agree individually and jointly that they will do nothing with respect to their individual tax returns that is inconsistent with or will otherwise jeopardize the Company’s partnership tax status.
4.03. Special Tax Provision. The income, gain, loss, or deduction with respect to an asset contributed to the capital of the Company by any member shall, in accordance with Section 704(c) of the Internal Revenue Code and solely for tax purposes, be allocated between the members so as to take into account any variation between the adjusted income tax basis of the property of the Company and its actual value when contributed.
4.04. Allocations Upon Transfer. If, during an accounting period, a member transfers the member’s rights to Company profits, losses and other income tax items to another person, the profits, losses and other tax items that would have otherwise been allocated to the transferring member for the accounting period shall be allocated between the transferor and the transferee pursuant to any method chosen by the member that is permitted under Section 706 of the Internal Revenue Code.
4.05. Distributions. All distributions by the Company shall be made to the members in proportion with their respective ownership interest as shown in the books and records of the Company. Distributions shall be made in the amount and at such times as are approved by the members. All distributions shall be made by cash or check unless the members approve a different form of distribution.
4.06. Restriction on Distribution. The Company shall not make a distribution to the members unless immediately after giving effect to the distribution, all liabilities of the Company, other than liabilities to the members on account of their interest in the Company and liabilities as to which recourse of creditors is limited to specified property of the Company, do not exceed fair market value of the Company assets, provided that the fair market value of any property that is subject to a liability as to which recourse of creditors is so limited shall be included in the Company assets only to the extent that the fair market value of the property exceeds such liability.
ARTICLE V
Accounting, Books and Records
5.01. Accounting Practices and Tax Year. The Company shall keep its books and records and prepare its financial statements in accordance with generally accepted accounting principles and shall prepare its income tax returns using such methods of accounting. The Company tax year shall be the calendar year.
5.02. Location and Inspection. Proper and complete books of account and records of the business of the Company shall be kept at the Company’s principal office and at such other places as may be designated by the members. Notice shall be given to each member of any changes in the location of the Company books and records. The Company books shall be open to inspection, audit and copying by any member, or the designated representative of a member, upon reasonable notice at any time during business hours for any purpose reasonably related to the member’s interest in the Company. Any information so obtained shall be kept and maintained in strict confidence except as otherwise required by law.
5.03. Reliance on Books and Records. A member shall be fully protected in relying in good faith upon the books and records of account of the Company and upon such information, opinions, reports or statements presented to a member, by the Company or any of its other members, officers or employees, or by any persons selected by the Company, as to matters which the member reasonably believes are within such other person’s field of expertise, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to members might be properly paid.
5.04. Reports and Tax Returns. A financial statement for the Company shall be made and reported on as of the end of each fiscal year. A copy of the annual financial statement and report shall be transmitted to the members within ninety days after the end of the fiscal year. The Company shall, within ninety days after the end of the fiscal year, file a federal income tax informational return and transmit to each member a schedule showing the member’s distributive share of the Company’s income, losses, deductions, credits, and other information necessary to enable the members to timely file their income tax returns. The Company shall also file, and provide information to the members regarding all applicable state and local income tax returns. The Company’s “Tax Matter Partner” shall be Alexis Rae Nelson, who shall have the authority to exercise the functions provided in Sections 6221-6223 of the Internal Revenue Code and the authority to delegate those functions to another person.
ARTICLE VI
Deceased or Disassociated Members
6.01. Disassociation of a Member. The withdrawal, resignation, retirement, expulsion, buy out, bankruptcy or dissolution of a member shall terminate the membership of the member in the Company. Such a member shall constitute a “disassociated member”.
6.02. Compensation of Deceased or Disassociated Members:
(1) If the death or disassociation of a member causes the dissolution of and termination of the Company, a deceased or disassociated member, or the estate or legal representative thereof, shall be entitled to participate in the winding up and liquidation of the Company to the same extent as a member.
(2) If the death or disassociation of a member does not cause the dissolution and termination of the Company, a deceased or disassociated member, or the estate or legal representative thereof, shall be entitled to compensation in an amount equal to the capital account of the deceased or disassociated member as shown on the Company books, increased or decreased as the case may be by the member’s share of Company profits or losses for the portion of the Company’s fiscal year ending on the date of the member’s death or disassociation, and decreased by any damages sustained by the Company as result of any expulsion or wrongful disassociation by the disassociated member. No allowance shall be made for goodwill or other intangible assets except as those assets have been reflected in the Company books immediately prior to the death or disassociation of the member. The amount payable under this section shall be paid by the Company to the deceased or disassociated member, or to the estate or legal representative thereof, in not more than three semiannual installments with interest at 7% per annum beginning not more than 3 months after the date of the death or disassociation.
ARTICLE VII
Indemnification and Limitation of Liability
7.01. Indemnification. A member and/or manager shall be indemnified for all damages and expenses, including attorney’s fees, and held harmless by the Company from any liability resulting from any act or omission committed by the member on behalf of the Company to the fullest extent permitted under the Limited Liability Company Act and other laws of the State of Colorado.
7.02. Exculpation. A member and or manager shall not be liable to the Company or to any other member and or manager for any act, omission or error committed by a member while acting on behalf of the Company in accordance with the standards of conduct, if any, established in the Colorado Limited Liability Company Act.
7.03. Limitation on Liability. No member shall be liable for any debt, liability or obligation of the Company solely by reason of being a member of the Company.
ARTICLE VIII
Dissolution and Termination
8.01. Dissolution. The Company shall be dissolved upon the first to occur of the following events:
(1) The expiration of the terms or period of existence, if any, set forth in its Articles of Organization. (2) The written consent of a majority of the members to dissolve the Company. (3) The death, retirement, resignation, withdrawal, expulsion, bankruptcy or dissolution of a member, unless there are at least two remaining members and all of the remaining members consent to continue the Company and its business within 30 days after the occurrence of the event causing the dissolution. (4) The entry of a decree of judicial dissolution as provided in the Colorado Limited Liability Company Act.
8.02. Winding Up. The members shall have the power and authority necessary to marshall the Company assets, pay the Company creditors, distribute the Company assets, and otherwise wind up the business and affairs of the Company upon dissolution. The members shall also have the authority to continue to conduct the business and affairs of the Company after dissolution to the extent reasonably necessary to effect an orderly and profitable winding up of the Company’s business and affairs.
8.03. Liquidation and Termination. After the dissolution of the Company and the winding up of its business and affairs, the Company shall be liquidated by the members, whereupon the assets of the Company shall be distributed in accordance with the distribution priorities set forth in the Colorado Limited Liability Company Act. Immediately following the distribution of the Company’s assets, the members shall perform the acts necessary to terminate the existence of the Company.
ARTICLE IX
Buy Out Provisions
9.01. Initial Member buy out provisions. The initial members reserve the write to purchase back any newly admitted members. The initial members are considered to be Alexis Rae Nelson and James Leo Nelson. Newly admitted members are any other member. The purchase period is anytime from the fourth anniversary that the initial member purchased the membership units until the sixth anniversary that the initial member purchased the membership interest (option purchase time frame). The purchase price shall be 150% of the initial member’s purchase price. There will be NO addition of the capital account balance to the purchase price. This option is solely at the election of the initial member and said initial member shall exercise this option in writing to the newly admitted member within the option purchase time frame.
ARTICLE X
Miscellaneous
10.01. Amendment. This Operating Agreement, or any provision thereof, may be amended at any time by a majority vote of the members at a special meeting duly called for that purpose, except that any provision of this Operating Agreement that provides for a membership vote, approval or consent of greater than a majority may be amended only by a membership vote that is equal to that specified in the provision sought to be amended.
10.02. Governing Law. This Operating Agreement shall be governed by the Limited Liability Company Act and other laws of the State of Colorado; as such act and laws may from time to time be amended.
10.03. Notices. Any notice given by a member to another member or to the Company, or given by the Company to a member, shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the U.S. mail by registered or certified mail, return receipt requested, or upon confirmed facsimile for delivery to the Company or such member, at the address or facsimile number shown in the records of the Company.
10.04. Definition. The term “members” as it appears in this Operating Agreement includes those persons who are members of the Company under the terms of this Operating Agreement at the time in question.
10.05. Ratification and Organizer. The acts and deeds of the organizer or organizers performed in the course of organizing the Company are hereby approved and ratified by the members.
10.06. Entire Agreement. This Operating Agreement and the amendments thereto, if any, constitute the entire agreement among the parties with respect to the Company and the operation of its business.
10.07. Binding Effect. This Operating Agreement and the amendments thereto, if any, shall be binding and shall inure to the benefit of the Company, the members, and their respective transferees, successors, assigns and legal representatives.
IN WITNESS WHEREOF, the members have subscribed their names to this Operating Agreement on or as of the day and year first written above.
_____________________________________________ __________________________________________ Alexis Rae Nelson, Member/Manager James Leo Nelson, Member/Manager
MEMBERSHIP UNITS AS OF AUGUST ________, 2007
MEMBER UNITS OWNERSHIP INTEREST
Alexis Rae Nelson 51 units 25.5%
James Leo Nelson 51 units 25.5%
Treasure Interest 98 units 49.0%
_________________________________________ ________________________________________ Alexis Rae Nelson James Leo Nelson
