A Georgia Single-Member Limited Liability Company
Effective Date: _________, 2026 (date this Agreement is signed)
This Operating Agreement (this "Agreement") is entered into by Mark Barnett ("Sole Member"), as the sole member of Breezy Farms LLC (the "Company"), a Georgia limited liability company formed by filing Articles of Organization with the Georgia Secretary of State on May 13, 2026 (Filing Number 31462838).
The Sole Member desires to set forth the terms governing the operation of the Company and the rights and obligations of the Sole Member.
1.1 Formation. The Company was formed as a Georgia limited liability company upon the filing of the Articles of Organization with the Georgia Secretary of State on May 13, 2026.
1.2 Name. The name of the Company is "Breezy Farms LLC."
1.3 Principal Office. The principal office of the Company is 205 Park Ridge Circle, Marietta, GA 30068-4634, or such other location as the Sole Member may designate.
1.4 Registered Agent. The registered agent for the Company is Mark Barnett, at the principal office address above.
1.5 Term. The Company shall continue in existence until dissolved in accordance with this Agreement or as required by Georgia law.
1.6 Purpose. The Company is organized to engage in any lawful business activity permitted under Georgia law, including but not limited to: agricultural composting, memorial products, soil amendments, and any related activities.
2.1 Sole Member. Mark Barnett is the sole member of the Company and owns 100% of the membership interests.
2.2 Capital Contributions. The Sole Member may make capital contributions to the Company from time to time. Initial contributions and any subsequent contributions shall be recorded in the Company's books.
2.3 No Additional Members. No additional members may be admitted to the Company without the written consent of the Sole Member and amendment of this Agreement.
2.4 Tax Classification. The Company shall be treated as a disregarded entity for federal income tax purposes under 26 C.F.R. § 301.7701-3 unless and until the Sole Member elects otherwise (Form 8832).
3.1 Management by Sole Member. The Company is member-managed. The Sole Member has full authority to manage the Company's business and affairs, including but not limited to: opening and operating bank accounts, entering into contracts, hiring and terminating employees and contractors, buying and selling property, and taking all actions on behalf of the Company.
3.2 Authority to Bind. The Sole Member is authorized to execute documents and take actions on behalf of the Company without further authorization.
3.3 Compensation. The Sole Member may receive reasonable compensation for services rendered to the Company, in such amounts and at such times as the Sole Member determines.
4.1 Distributions. The Sole Member may make distributions from the Company to the Sole Member at any time, in such amounts as the Sole Member determines, subject to Georgia law and the Company's solvency.
4.2 Allocation of Profits and Losses. All profits and losses of the Company are allocated 100% to the Sole Member.
5.1 Limited Liability. The Sole Member shall not be personally liable for any debt, obligation, or liability of the Company solely by reason of being the Sole Member, except as required by Georgia law.
5.2 Indemnification. The Company shall indemnify the Sole Member, to the fullest extent permitted by Georgia law, against any expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any action or proceeding arising out of acts taken on behalf of the Company.
6.1 Books and Records. The Company shall maintain books and records of its business activities at the principal office.
6.2 Fiscal Year. The fiscal year of the Company shall be the calendar year.
6.3 Bank Accounts. All Company funds shall be deposited in one or more accounts in the name of the Company. No Company funds shall be commingled with the personal funds of the Sole Member.
7.1 Events of Dissolution. The Company shall be dissolved upon: (a) the written election of the Sole Member; (b) the death or incapacity of the Sole Member (unless a successor is designated in writing); or (c) any event requiring dissolution under Georgia law.
7.2 Winding Up. Upon dissolution, the Sole Member (or a successor) shall wind up the Company's affairs and distribute remaining assets after payment of debts and liabilities to the Sole Member.
8.1 Governing Law. This Agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles.
8.2 Amendment. This Agreement may be amended only by a written instrument signed by the Sole Member.
8.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
8.4 Entire Agreement. This Agreement constitutes the entire agreement of the Sole Member with respect to the Company and supersedes any prior agreements or understandings.
8.5 No Third-Party Beneficiaries. This Agreement is for the benefit of the Sole Member and the Company only, and confers no rights on any third party.
IN WITNESS WHEREOF, the Sole Member has executed this Operating Agreement effective as of the date first written above.
SOLE MEMBER:
_________________________________
Mark Barnett
Date: ________________
Document prepared 2026-05-14 by Claude on behalf of Mark Barnett for execution upon receipt of GA Articles of Organization and IRS EIN.
This is a template Operating Agreement for a single-member Georgia LLC. It is not legal advice. For complex situations, consult a Georgia attorney. For Breezy Farms LLC's Phase 0 scope (single-member, member-managed, disregarded entity, no outside capital, no employees yet), this template is sufficient for Relay business checking and standard third-party requests.