Delaware Manager Managed Limited Liability Company Operating Agreement with Classes of Members is a legal document that outlines the structure, management, and operation of a limited liability company ("LLC") in Delaware, USA. It establishes the guidelines and rules that govern the relationships between the members and managers of the LLC. Within the Manager Managed LLC Operating Agreement, there may exist different types of classes of members. Some common classes include: 1. Voting Members: These members possess voting rights and are actively involved in the decision-making process of the company. They have the authority to elect or remove managers, approve major business transactions, and make other significant choices that impact the LLC. 2. Non-Voting Members: These members do not possess the ability to vote in managerial decisions but may still have the right to receive distributions of profits and losses, as outlined in the agreement. Non-voting members typically participate as passive investors in the LLC. 3. Managing Members: These individuals or entities are responsible for the day-to-day operations and overall management of the LLC. They may be elected or appointed by the voting members and possess the authority to enter into contracts, hire employees, and make operational decisions. 4. Non-Managing Members: Similar to the non-voting members, non-managing members do not have active involvement in the daily management of the LLC. However, they still retain certain rights, such as the right to receive distributions and access to financial information. 5. Preferred Members: This class of members usually possesses certain preferential rights or privileges over other members. These rights can include preferential distributions of profits, protection against dilution of ownership interest, or priority in receiving assets upon dissolution of the LLC. 6. Common Members: Common members represent the majority group of members who do not hold any special rights or privileges, and their ownership interests and rights are proportionate to their capital contributions. It is important to note that the operating agreement for a Delaware Manager Managed Limited Liability Company can be tailored and customized to the specific needs and requirements of the LLC, and therefore, the classes of members can vary. The agreement should include provisions addressing capital contributions, profit and loss allocations, management structure, member voting rights, dispute resolution, and other pertinent matters to ensure clarity and mitigate potential conflicts among members. Consultation with a legal professional experienced in Delaware LLC law is advisable when drafting or reviewing a Manager Managed LLC Operating Agreement to ensure compliance with all applicable laws and regulations, as well as the unique circumstances of the LLC.