A Texas Manager Managed Limited Liability Company Operating Agreement with Classes of Members is a legal document that outlines the powers, rights, and responsibilities of members in a manager-managed limited liability company (LLC) in the state of Texas. This agreement is crucial for establishing the governance structure and operating procedures of the LLC, while also clarifying the roles and membership classes within the company. Key details covered in this agreement include defining the managerial structure, identifying the classes of members, and outlining the voting rights, distribution of profits and losses, duties and obligations, and decision-making processes within the LLC. By including specific terms related to the classes of members, this agreement ensures that the rights and benefits are clearly defined for each group. There are various types of classes of members that can be established in a Texas Manager Managed Limited Liability Company Operating Agreement. Some commonly named classes include: 1. Voting Members: These members typically have the authority to vote on important company matters, such as the election of managers and major business decisions. Their level of ownership and financial investment often determines the voting power. 2. Non-Voting Members: This class of members does not possess voting rights within the company. They may have limited involvement in the decision-making process but can still receive financial benefits and enjoy limited liability. 3. Managing Members: These members are responsible for the day-to-day operations and management of the LLC. They may be individuals or other entities, such as other companies or organizations. In a manager-managed LLC, managing members are designated to oversee the company's affairs and make critical decisions on behalf of the LLC. 4. Passive Members: Passive members, as the name suggests, have limited involvement in the LLC's management. They primarily contribute capital and may act as investors or silent partners, allowing managing members to handle operational matters. 5. Preferred Members: This class of members has certain preferences or priorities over other members, particularly related to distributions of profits and losses. Preferred members often receive a predefined rate of return on their investments before profits are distributed to other members. The inclusion of class-specific provisions in a Texas Manager Managed Limited Liability Company Operating Agreement enhances the LLC's organizational structure, promotes transparency, and offers flexibility in the management and ownership arrangements. Tailoring the agreement to the specific needs and goals of the LLC enables the members to establish a suitable framework that governs their relationship and secures their rights and obligations.