Operating Agreement

AMENDED OPERATING AGREEMENT
Of
GB INVESTMENT GROUP, LLC

THIS OPERATING AGREEMENT (the “Agreement”) is made this 3rd day of November 2009, by and between James Perry Taylor, Jr. and Raleigh D. Moorman (collectively referred to as the “Members” or individually as “Member”).

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “FEDERAL ACT”), THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED (THE “GEORGIA ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL ACT AND VARIOUS APPLICABLE STATE LAWS, IN ADDITION, THE TRANSFER OF THE SECURITIES IS SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE OPERATING AGREEMENT. FURTHER, THESE SECURITIES MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED UNLESS SUCH TRANSFER IS UNDER CIRCUMSTANCES WHICH, IN THE OPINION OF LEGAL COUNSEL ACCEPTABLE TO THE COMPANY, DO NOT REQUIRE THAT THESE SECURITIES BE REGISTERED UNDER THE FEDERAL ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FEDERAL ACT OR ANY APPLICABLE STATE SECURITIES LAW.

WHEREAS, The members have formed a limited liability company pursuant to the Georgia Limited Liability Company Act (the “Act’); and

WHEREAS, the Members desire to set forth their respective rights, duties, and responsibilities with respect to such limited liability company.

NOW THEREFORE, for and in consideration of the mutual promises, obligations and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Members, the Members, intending to be, and being, legally bound, do hereby agree as follows:

1. Name of Company.  The name of the Company is GB Investment Group, LLC (the “Company”).
2. Principal Office, Registered Office, and Registered Agent.  The principal place of business of the Company is 449 Zion Hope Road, Tifton, Georgia 31793.  The Company shall have such additional offices as the Members may designate from time to time.  The Company’s initial registered agent is James Perry Taylor, Jr., and the Company’s initial registered office is 449 Zion Hope Road, Tifton, GA 31793.  The registered agent and the registered office may be changed from time to time by designation of the Members.
3. Names and Addresses of the Members.  The names and addresses of the Members are as follows: James Perry Taylor, Jr. 449 Zion Hope Road, Tifton, Georgia 31793 Raleigh D. Moorman 306 Rigdon Aultman Road, Tifton, Georgia 31794
4. Term. The term of the Company shall commence upon the filing of Articles of Organization with the Secretary of State of Georgia and shall continue until the first to occur of the following
   • the election of the Members to dissolve the Company
   • the sale by the Company of all its assets, and the collection of all amounts derived from such sale, including all amounts payable to the Company under any promissory notes or other evidences of indebtedness derived by the Company from such sale or
   • the death, withdrawal, removal, bankruptcy, insolvency or incompetency of a Member, or the occurrence of any other event which dissolves the Company pursuant to any provision of the Act, unless all of the remaining Members elect, within 90 days after such event, to continue the business of the Company.
5. Purpose. The purpose of the Company shall be (a) to acquire, lease, sell and otherwise deal in real properties and improvements located thereon, and (b) to do any other lawful act permitted of the Company under the Act.
6. Capital; Percentage Interests
   • Initial Capital. The initial capital contribution and percentage interest (“Percentage Interest”) of each of the Members is as follows:
     
     Member:                                  Capital Contribution:              Percentage Interest:
     James Perry Taylor, Jr.            $100.00                                   50%
     Raleigh D. Moorman              $100.00                                   50%
     
   • Additional Capital.  The Members shall determine whether the Company requires additional capital in order to carry on its business.  If the Members unanimously determine such additional capital is required, such additional capital shall be contributed by the Members pro rata and in proportion to their respective Percentage Interests in the Company.  The Members shall have no obligation to contribute or loan capital whatsoever except as expressly provided in the Subsection 6(b).
   • No Third Party Beneficiaries.  The obligation of the Members to contribute capital is solely for the benefit of the other Members and the Company, and no third party shall have the right to enforce such obligation.
   • Capital Accounts.  Separate capital accounts shall be maintained for each Member.  Such capital accounts shall be maintained in accordance with applicable Internal Revenue Service Regulations.
   • Interest on and Return of Capital Contributions.  No member shall be entitled to interest on, or to a return of, his or her capital contributions, except as specifically provided herein.
7. Allocations of Profits and Losses. All allocations of profits and losses for tax purposes shall be made to the Members in accordance with their Percentage Interests.
8. Distributions to Members. All distributions of cash or other property shall be made to the Members in accordance with their Percentage Interests.  Distributions shall be made only when approved by all of the Members.  No Member has the right to demand or receive a distribution in any form other than cash.  No distribution shall be made if prohibited by the solvency tests of § O.C.G.A. 14-11-407 (GCA 22-5735).
9. Management.
   • Management by Members. The business and affairs of the Company shall be managed by the Members or a manager designated herein with such powers as may be designated herein by the Members.
   • Designation of Managers. Management of the Company's business and affairs is vested in James Perry Taylor, Jr. and Raleigh D. Moorman, which may undertake any act which is not in contravention of this agreement and is within the scope of the Company’s purpose.  Future managers will be elected by a plurality of the voting cast by the members entitled to vote in the election at a meeting at which a quorum is present.  After notice, the members may remove one or more of the managers at anytime with a majority vote.  The managers shall have the responsibility of managing the day-to-day affairs of the Company as well as enforcing the terms and conditions of the Operating Agreement and usage of the property.  The managers shall collect and disperse funds required for normal operations, such as property taxes, monthly expenses, insurance, and the like.   The managers may sign checks on behalf of the company; however, after January 1, 2010, any check in excess of $1,000.0 shall require the written consent of at least two (2) managers.
   • Limitations on Authority.  The Company nor any member nor manager thereof shall have the authority to undertake any of the following actions except upon the consent of at least Fifty-One (51%) percent of the ownership interest.
     1. The sale of all or substantially all of the assets of the Company
     2. The admission of any new Members in the Company
     3. Any undertaking, generally, to do any act which is in contravention of this Agreement or which would make it impossible to carry on the ordinary business of the Company.
   • Compensation to Members.  Unless unanimously agreed by the Members, no Member shall be entitled to nor receive any salary, fee, draw or other compensation for services rendered on behalf of the Company in his or her capacity as a Member.
   • Voting.  Every member shall be entitled to vote, in person or by proxy, the interest owned by him.  No member may control more that 50 % of the votes, regardless of the number of shares owned.  No share may be issued in the names of more than three (3) persons.  There shall only be one (1) designated voter for each share.  A majority of the  members shall constitute a quorum for the transaction of business at any meeting of the members.
10. Liability Indemnification. Each Member shall have no liability to any other Member or to the Company by virtue of any action taken by such Member in good faith and shall have liability only for acts of bad faith, gross negligence, or willful misconduct.  The Company hereby covenants and agrees to indemnify and hold harmless each Member from any and all liability incurred by him or her in connection with the carrying out of the duties hereunder; provided that such Member shall not have acted in bad faith, have been grossly negligent, or have committed an act of willful misconduct; and provided further that any indemnity hereunder shall be provided out of and only to the extent of Company assets (excluding the obligation of the Members to contribute additional capital) and undistributed income therefrom, and the Members shall not have any personal liability on account thereof.
11. Transferability of Interests. No Member shall transfer, assign, pledge, or otherwise encumber all or any portion of his or her interest in the Company without the prior written consent of all of the Members.  Any permitted transferee of a membership interest in the Company must accept and agree in writing to be bound by all the terms and provisions of this Agreement and all amendments thereof.
    • Pledging of Shares: No member may pledge the real property of the Company as security for any loan; however , a member’s shares may be pledged. The Manager shall be given written notice of any pledge of shares.
    • Transfer f Shares: Shares may be sold to outside third parties or other existing shareholders, following thirty days written notice to all members. It is recommended, but not required that the share(s) be offered to existing members first. At or before closing of the share sale, any new member must agree in writing to the Operating Agreement and any Rules and Regulations adopted hereunder and provide appropriate personal information and share purchase documentation to the manager, as needed. A transfer fee of $300.00 will be payable to the Company to cover the costs of changing share ownership, insurance and any other necessary documents. Additionally, any new shareholder will be required to place a $1,500.0 security GB Investments, LLC to be held by the company during the entire time of their ownership o said share, for the purpose of paying any monthly maintenance fees, assessments, and/or penalties, which is due to the company or any of it’s shareholders and in arrears for more than 90 days. Transfer of a share to a spouse, lineal descendant, or exiting shareholder may be made with the payment of the $300.00 processing fee and the information required for the Manager to cause the Company documents to reflect the same, without the required 30 day notice or additional security deposit.
12. Withdrawal of Members. Any Member may withdraw from the Company.  Any Member who desires to withdraw must notify the remaining Members of his or her desire to withdraw.  Said Member shall also present to the remaining Members an appraisal, the cost of which shall be paid by the withdrawing Member, of each property then owned by the Company.  The Member shall receive a distribution equal to his or her Percentage Interest of the total equity in the properties, the total equity being limited to ninety percent (90%) of the appraised value less any outstanding liens on the property.
13. Admission of Members. No additional members shall be admitted to the Company without the consent of a majority of the Members.
14. Banking. All funds of the company are to be deposited in Company bank accounts in such financial institution as may be approved by the Managers.  The Company will not, without consent of a majority of all Members, (i) borrow any money, issue any guarantee or incur any other obligation, (ii) grant a security interest in any of its assets, (iii) purchase any property, (iv) employ anyone, or (v) enter into any other agreement.
15. Books and Records. The Company shall keep at its principal office (i) a current list of the names and addresses of each Member; (ii) copies of records enabling a Member to determine the relative voting rights of the Members; (iii) a copy of the articles of organization and all amendments thereto; (iv) copies of the Company’s federal, state, and local income tax returns, if any, for the three most recent years; (v) a copy of this Agreement and all amendments thereto; (vi) copies of the Company’s financial statements, if any, for the three (3) most recent years.  Each member may, upon reasonable request, inspect and copy any Company records during ordinary business hours at such Member’s expense.
16. Tax Matters Partner. The Members hereby designate James Perry Taylor, Jr. as the “tax matters partner” in accordance with the applicable provisions of the Internal Revenue Code.
17. Competing Activities.Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Member to conduct any other business or activity whatsoever without any accountability to the Company or the Members, even if such business or activity competes with the business of the Company.
18. Dissolution and Termination. Upon the occurrence of any of the terminating events set forth in Section 4 hereof, the Company shall be dissolved, the Members shall convert the Company’s assets into cash, and all such cash shall be applied and distributed in the following manner and in the following order of priority:
    • to the payment of the debts and liabilities of the Company and to the expenses of liquidation in the order of priority as provided by law then
    • to the establishment of, or addition to, any reserves deemed necessary by the Members, for any contingent or unforeseen liabilities or obligations of the Company; provided, however, that any such reserves established hereunder shall be held in escrow for the purpose of paying any such contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Members deem advisable, of distributing the balance of such reserves in the manner provided hereinafter in this Section then
    • to the repayment of any liabilities or debts other than capital accounts of the Company to any of the Members; and then
    • to the Members in accordance with their Percentage Interests.  A reasonable time shall be allowed for the orderly liquidation of the Company’s assets above in order to minimize the losses normally attendant upon such a liquidation.  The Company shall be terminated when all of its assets have been converted into cash, all promissory notes or other evidences of indebtedness derived by the Company from such conversion of its assets or otherwise have been collected or otherwise converted into cash, and all such cash has been applied and distributed in accordance with the provisions of this Section.  The establishment of any reserves in accordance herewith shall not have the effect of extending the term of the Company, but any such reserves shall be distributed in the manner herein provided upon expiration of the period of such reserve.  Upon the termination of the Company, a certificate of termination shall be executed by the Members and filed with the Secretary of State of Georgia.
19. Waiver of Right of Partition. Each of the Members does hereby agree to and does hereby waive any right he or she might have to cause any of the assets of the Company to be partitioned among the Members or to file any complaint or to institute any proceeding at law or in equity to cause partition.
20. Investment Intent. Each Member hereby represents, warrants, and acknowledges that:
    • The Member is acquiring an interest in the Company solely for the Member’s own account for investment purposes and not with a view or interest of participating, directly or indirectly, in the resale or distribution of all or any part thereof
    • The Member’s interest in the Company is to be issued and sold to the Member without registration and in reliance upon certain exemptions under the Federal Act, the Georgia Act, and other applicable state securities law
    • The Member has received copies of this Agreement and has had an opportunity to review it or have it reviewed by the Member’s representative
    • The Member’s investment in the Company has a high degree of risk, and the Member has the net worth to sustain such risk; and
    • The Member will make no transfer or assignment of the Member’s interest in the Company except in compliance with the Federal Act, the Georgia Act and other applicable securities laws.
    • The Members acknowledge and agree that a legend reflecting the restrictions imposed upon the transfer of their membership interests under this Agreement, the Federal Act, the Georgia Act, and any other applicable state securities laws has been placed on the first page of this Agreement.
21. Business of the Company. The company owns real property located at:_______________________________, which property shall be for the use enjoyment of its members.  The sale of said real property shall require the written consent of two-thirds of the members.
22. Use of the Property.
    • Occupancy: The property of GB Investments, LLC is not a rental property, cannot be used as such, and is solely for the use of owners and their guests. For safety and for maximum enjoyment of all members, any use of the property must include a mature adult not less than 21 years of age; the total number of overnight guests should never be more than 10 adults and children combined. Each member is responsible for any and all damages and or issues occurring during his/her usage time. All usage of the property is subject to the declaration of covenants, conditions and restrictions, if any, in the property.
    • Schedule of Usage: As a member buys a share, he/she will be assigned a number from 1 to 10, which assigned number will relate to specific dates of usage per the schedule. These dates will be for four or five one week periods per year (based on how the annual rotation falls), beginning on January 1, 2010 and shall rotate continuously according to the assigned number. There will be a Three-week interruption approximately corresponding to the first three weeks of March, as these three weeks are generally the least desirable for usage.  This time period may also be used for remodeling or other repairs. Trading or purchasing of time slots between members is at the discretion of each member and may involve time swaps or cash offers.
    • Expenses: There will be periodic known expenses and occasionally unexpected expenses. Known expenses such as, but not limited to power, insurance, legal, quarterly cleaning,  telephone, cable, internet connect, etc. will be estimated and collected in advance, at the discretion of the Managers. Currently those expenses are estimated at $2000.00 per share per year. There also will be unexpected expenses that will be the responsibility of all members on a pro rata basis. In order to be prepared for these unexpected and expected maintenance expenses, each member must contribute $500.00 annually into an escrow account, to be paid on October 1st. Any monies over $2500.00 spent out of this account must be approved by a majority of the Managers.  At any point this account has a balance of $25,000.00 or more, this assessment will be discontinued until the balance in the escrow account falls below $25,000.
    • Departure/Cleaning: To maintain the value of the property, each member is responsible for leaving the property clean, including bedding, kitchen, refrigerator, bathrooms , and all other areas. An overnight supply of toilet paper and paper towels should be left for the next guests. All members must use an outside, professional housekeeping service before their departure.  There will be a preferred vendor to perform this service but the actual arrangements for them to perform the cleaning must be done by the member/guests. It is that member’s responsibility to PERSONALLY see that all housekeeping is done BEFORE they depart, rather than leaving payment for housekeeping to be done after they leave. This will guarantee that the cleaning is completed before the next guest arrives. At the manager’s discretion, failure to leave the property clean will result in a penalty of $500.00 to be paid to the offended member. Should a member not be able to complete washing and drying of sheets and towels prior to departure, dirty linens should be placed in the laundry room and a clean set of towels should be placed in each bath room and fresh linens should be placed at the base of each bed.  No beds should be made, in order to avoid any questions as to whether linens are fresh and/or clean.  The expense of cleaning or repair from abuse due to improper usage by members and/or their guests, shall be the responsibility of the member. That member shall reimburse the Company for such cost within 30 days of being notified of any penalties by the manager. After 30 days, if any penalties are not paid directly, member will lose their rights to the use of the property until such time all monies due to the company are paid.
    • Décor Changes and Expenses : Changes in décor, furnishings or fixtures or any remodeling of the property shall not be made without the written consent of two thirds of the Managers. If approved, the costs shall be apportioned among the members. In the event that any repair is deemed necessary due to structural problems or a required change due to the city or neighborhood, these costs will be apportioned among the members.
    • Pet policy: No pets will be allowed on the premises. Violation of this rule will result in a penalty of $500.00 to be paid by the offending member, paid to the LLC, plus the member must pay for the cost of a mandatory professional fumigation of the house.
    • Smoking Policy: Smoking is not allowed in the house. Violation of this rule will result in a penalty of $500.00 to be paid by the offending member to the offended member arriving next, plus the offending member must pay for the cost of a mandatory treatment of the house to remove any offending odor left as result of this violation.
    • Picture Frames: Picture frames should be used for members and their immediate families. We have several photo albums for other interesting snapshots of friends, family or the area that might be enjoyed by other members…..and if we fill them up, we will get more albums!!!!!
    • Thermostats: Please make sure the thermostats inside the house are set to 76 degrees in summer and 72 degrees in winter during visits. When guests depart, please turn air conditioning off in summer and set heat to 60 degrees in winter. This is especially important to check before departure, at the end of your visit.
    • Enforcement: The Managers may adopt other reasonable rules and regulations including imposition of fine, all of which shall be binding upon all of the members for the occupancy and use of the GB Investments, LLC property, for non-payment of operating expense, taxes, and other costs, transfer of shares, and for such other matters as a are reasonably necessary for the members mutual use of the GB Investments, LLC property.
23. Miscellaneous
    • Notices. Any notice, election, or other communication provided for or required by this Agreement shall be in writing and shall be deemed to have been received when delivered by hand or on the third calendar day following its deposit in the United States Mail, certified or registered, return receipt requested, postage prepaid, properly addressed to the person to whom such notice is intended to be given at such address as such person may have previously furnished in writing to the Company or at such person’s last known address.
    • Modifications.  No change or modification of this Agreement shall be valid or binding upon the Members, nor shall any waiver of any term or condition in the future, unless such change or modification or waiver shall be in writing and signed by at least Sixty-Six (66%) Percent all of the Members.
    • Binding Effect. This Agreement shall inure to the benefit of, and shall be binding upon, the Members, their legal representatives, transferees, heirs, successors, and assigns.
    • Construction. This Agreement shall be interpreted and construed in accordance with the laws of the state of Georgia.  The titles of the Sections herein have been inserted as a matter of convenience of reference only and shall not control or affect the meaning or construction of any of the terms and provisions hereof.
    • Pronouns.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.
    • Entire Agreement. This instrument contains all of the understandings and agreements of whatever kind and nature existing between the parties hereto with respect to this Agreement and the rights, interests, understandings, agreements and obligations of the respective parties pertaining to the continuing operations of the Company.

    • Severability. Each provision of this Agreement shall be considered severable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable, or illegal under any existing or future law, such invalidity, unenforceability, or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.