This Amendment No. 2 to the Limited Liability Company Agreement (the “Amendment”) is adopted by the Members holding a Majority in Interest pursuant to Section 13.10 of the Agreement.
All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
## 1. Clarify Manager Vote Threshold (Section 7.04)
**Replace** Section 7.04 in its entirety with:
“Section 7.04 Action by Managers. All decisions of the Managers shall require the affirmative vote of **all** sitting Managers, unless otherwise agreed unanimously in writing. Any delegation of authority by the Managers to a subset of Managers must be documented by unanimous written resolution and may be revoked by any Manager.”
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## 2. Refine “Failure to Reside Full-Time” & “Disability” Triggers (Section 7.03)
**Amend** Section 7.03(a) by inserting the italicized text:
“PV Legacy Investment, LP may remove Jim and Sandy as Managers in the following circumstances:
(i) if both Jim and Sandy are confirmed by unanimous medical opinion to be permanently Disabled;
(ii) if both Jim and Sandy permanently relocate their primary residence more than 100 miles from the Pleasant Valley Property;
(iii) if both Jim and Sandy engage in Cause Actions.”
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## 3. Expand “Cause Actions” for Removal (Section 7.03)
**Amend** the definition of **“Cause Actions”** in Section 1.01 to include:
“(c) repeated material breaches of the Agreement (including Capitalization Default not cured within thirty (30) days), or
(d) intentional misappropriation of Company funds or assets.”
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## 4. Add Corporate Opportunity & Competition Covenant (New Section 7.10)
**Insert** after Section 7.09:
“Section 7.10 Corporate Opportunities; Competing Activities.
(a) Each Manager and Member shall present to the Managers any business opportunity related to Pleasant Valley Property or its assets before pursuing or acquiring it elsewhere.
(b) No Manager or Member shall divert, exploit or acquire any opportunity that could reasonably benefit the Company, unless the Company declines it in writing.”
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## 5. Institute Manager Compensation Oversight (Amend Section 7.08)
**Amend** Section 7.08(a) as follows:
“… Managers shall be compensated at a rate of $2,500 per month, subject to an annual cap of $120,000. Any increase above ten percent (10%) year-over-year or introduction of new fees requires approval by Members holding at least ninety percent (90%) of the Interests.”
These targeted fixes will:
Let me know if you’d like to refine any amendment language or move next into Article VI (Distributions) for deeper scrutiny.