Operating Agreement
of
Mountain Vista Holdings LLC
Single-Member, Member-Managed
This Operating Agreement (the "Agreement") is entered into and effective as of April 12, 2026 by and among the undersigned person (the "Member") of Mountain Vista Holdings LLC, a Wyoming limited liability company (the "Company").
RECITALS
WHEREAS, the Company was formed as a Wyoming limited liability company by the filing of Articles of Organization with the Wyoming Secretary of State pursuant to the Wyoming Limited Liability Company Act, Wyoming Statutes § 17-29-101 et seq. (the "Act"); and
WHEREAS, the sole Member desires to set forth herein the terms governing the operation of the Company, the rights and obligations of the Member, and the manner in which the business of the Company shall be conducted;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the sole Member agrees as follows:
Article I — Formation
1.1 Formation. The Company was formed upon the filing of Articles of Organization with the Wyoming Secretary of State under the Act.
1.2 Name. The name of the Company is "Mountain Vista Holdings LLC."
1.3 Principal Office. The principal office of the Company shall be located at 30 N Gould St, Suite 20705, Sheridan, WY 82801, or at such other place as the sole Member may from time to time designate.
1.4 Registered Agent. The Company's registered agent in the State of Wyoming shall be as designated in the Articles of Organization and may be changed by filing a Statement of Change with the Wyoming Secretary of State.
Article II — Purpose and Term
2.1 Purpose. The purpose of the Company is to engage in any lawful business activity for which a limited liability company may be organized under the Act.
2.2 Term. The Company shall continue in perpetuity unless dissolved in accordance with this Agreement or the Act.
Article III — Members and Capital Contributions
3.1 Members and Interests. The name, Membership Interest, and initial Capital Contribution of the sole Member of the Company is as follows:
Jane Smith — Membership Interest: 100%; Initial Capital Contribution: $1,000.00
123 Main Street, Cheyenne, WY, 82001
3.2 Limited Liability. No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or acting as a Manager of the Company, to the fullest extent provided by applicable law, including the Wyoming Limited Liability Company Act, Wyoming Statutes § 17-29-304.
3.3 Additional Contributions. No Member shall be required to make additional Capital Contributions to the Company except as determined by the sole Member.
3.4 Capital Accounts. A separate Capital Account shall be maintained for each Member in accordance with Section 704(b) of the Internal Revenue Code and the Treasury Regulations thereunder.
3.5 No Interest on Capital. No Member shall be entitled to receive interest on such Member's Capital Contributions or Capital Account.
Article IV — Allocations and Distributions
4.1 Allocations. All items of Company income, gain, loss, deduction, and credit shall be allocated among the Members in proportion to their Membership Interests.
4.2 Discretionary Distributions. All distributions of cash or property shall be made at such times and in such amounts as determined solely in the discretion of the sole Member. No Member shall have the right to demand or receive any distribution from the Company, and no distribution shall be required except as determined by the sole Member. The Company shall not be required to make any distribution to satisfy the obligations of any Member or to satisfy any charging order, judgment, or lien against a Member's interest.
4.3 Tax Distributions. The sole Member may, but is not required to, authorize distributions to the Members sufficient to cover the estimated federal and state income tax liabilities of the Members attributable to their Membership Interests, to the extent of available cash. Any such tax distributions shall be at the sole discretion of the sole Member and shall not create any obligation to make further distributions.
Article V — Tax Treatment
5.1 Tax Classification. The Company shall be treated as a disregarded entity for federal income tax purposes, unless the sole Member elects an alternative classification (including S-corporation status).
5.2 Books and Records. The Company shall maintain complete and accurate books and records of its business and affairs.
5.3 Inspection Rights Limited. Only Members in good standing and their authorized legal representatives shall have the right to inspect the books, records, and financial information of the Company. No transferee, assignee, or person holding a charging order, judgment, or other encumbrance against any Member's interest shall have any right to access, inspect, or receive information regarding the Company's books, records, operations, membership, or financial affairs.
Article VI — Management by Members
6.1 Member Management. The Company shall be managed by its Members. The sole Member shall have full, exclusive, and complete authority to manage and control the business and affairs of the Company.
6.2 Authority to Act. The sole Member is authorized to execute all contracts, open bank accounts, and conduct all business on behalf of the Company.
Article VII — Transfers of Interests
7.1 Restrictions on Transfer. No Member shall sell, assign, transfer, pledge, or otherwise dispose of all or any portion of such Member's Membership Interest without compliance with this Agreement and applicable law. Any attempted transfer in violation of this Section shall be void.
7.2 Admission of New Members. New Members may be admitted to the Company only upon the written consent of the sole Member and compliance with this Agreement.
Article VIII — Dissolution and Winding Up
8.1 Events of Dissolution. The Company shall be dissolved upon the occurrence of any of the following: (a) the written election of the sole Member; (b) the sale or other disposition of substantially all of the Company's assets; or (c) as otherwise required by the Act.
8.2 Continuation Following Triggering Event. Upon the occurrence of any event that would otherwise cause a dissolution of the Company, including but not limited to the death, adjudicated incompetency, bankruptcy, or withdrawal of any Member, if at least one (1) Member or the legal representative of the last remaining Member remains, the Company shall not be dissolved and the business of the Company shall continue without interruption.
8.3 Designation of Successor Member. Upon the death, permanent incapacity, or adjudication of incompetence of the sole Member, the successor designated in writing by the sole Member (or, if no designation has been made, the sole Member's personal representative or heir at law) shall automatically be admitted as a Substitute Member of the Company, effective immediately prior to the dissociation of the last remaining Member, without further action or the need for any additional filing. This designation is intended to ensure there is never a period in which the Company has zero Members and to prevent the dissolution of the Company and to ensure the continuous management and protection of Company assets. The sole Member may designate or change the Successor Member at any time by written amendment to this Agreement.
8.4 Winding Up. Upon dissolution, the Company's affairs shall be wound up in accordance with the Act, and the Company's assets shall be distributed: first, to creditors; second, to satisfy any loans from Members; and third, to the Members in proportion to their positive Capital Account balances.
Article IX — Asset Protection and Charging Order Protection
9.1 Wyoming Charging Order Protection. Pursuant to Wyoming Statutes § 17-29-503, a charging order constitutes the exclusive remedy by which a judgment creditor of a Member may satisfy a judgment out of the judgment debtor's Membership Interest. No creditor shall have the right to foreclose upon a Member's Membership Interest, to force a sale of Company assets, or to otherwise compel the Company to satisfy such judgment.
9.2 Transferee Status of Charging Order Holder. Any person who holds a charging order against a Member's interest shall be treated solely as a transferee of the economic interest in the Company and shall not, by reason of holding such charging order, become a substitute member or have any right to vote, manage, participate in, or access information about the Company. The Company is not required to make any distribution to satisfy a charging order.
9.3 Tax Allocations to Charged Interests. A person holding a charging order shall be subject to all tax allocations attributable to the charged interest, including allocations of income, gain, loss, deduction, and credit under Article IV, without any guarantee of corresponding distributions. The Members acknowledge that this may result in the holder of a charging order being allocated taxable income for which no cash distribution is made.
9.4 Buyout Option. Upon issuance of a charging order against any Member's interest, the remaining Member (or the Company) shall have the option, but not the obligation, to purchase the charged interest at fair market value as determined by an independent appraiser within ninety (90) days of written notice of the charging order.
9.5 Limitation on Veil Piercing. The failure of the Company or any Member to observe any formalities or requirements relating to the exercise of the Company's powers or management of its business under this Agreement or applicable law shall not be grounds for imposing personal liability on any Member for liabilities of the Company, to the maximum extent permitted by applicable law, including Wyoming Statute § 17-29-304(b).
9.6 Limitation of Fiduciary Duties. To the maximum extent permitted by the Wyoming Limited Liability Company Act, the fiduciary duties of the Member and any Manager to the Company are hereby eliminated, except that no Member shall act in bad faith, engage in willful misconduct or fraud, or knowingly violate the law. The Member acknowledges that this provision is intended to limit the ability of any third party — including a bankruptcy trustee, receiver, or creditor — to assert claims against the Member based on fiduciary obligations, to the fullest extent permitted by Wyoming law.
9.7 Preservation of Limited Liability. The sole Member intends that the Company be operated in a manner that preserves the limited liability protection afforded by the Act, and the sole Member agrees to observe all corporate formalities, maintain separate Company bank accounts, and avoid commingling personal and Company funds.
Article X — Indemnification
10.1 Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Member and their respective agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Company's business, except to the extent such claims arise from such person's willful misconduct, fraud, or gross negligence.
10.2 Advancement of Expenses. The Company shall advance reasonable attorneys' fees and expenses incurred by any indemnified person in defending any proceeding prior to the final disposition thereof, upon receipt of a written undertaking by such person to repay such amounts if it is ultimately determined that such person is not entitled to indemnification under this Agreement.
Article XI — General Provisions
11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflicts of laws principles.
11.2 Entire Agreement. This Agreement constitutes the entire agreement among the sole Member with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be contradicted by evidence of any prior, contemporaneous, or subsequent oral agreement, course of dealing, or conduct of the parties.
11.3 Amendments. This Agreement may be amended only by a written instrument signed by the sole Member.
11.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.
11.6 Banking Authority. The sole Member is authorized to establish one or more bank accounts in the name of the Company, to designate signatories on such accounts, and to execute any banking resolutions required by financial institutions.
11.7 Confidentiality. Each Member agrees to hold in strict confidence all non-public information regarding the Company, its Members, its assets, and its operations, and shall not disclose such information to any third party without prior written consent, except as required by law.
11.8 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation. If mediation fails within sixty (60) days, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association, conducted in the State of Wyoming. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
Article XII — Decanting and Reorganization
12.1 Authority to Reorganize. The sole Member shall have the authority to reorganize, convert, domesticate, or transfer the Company's assets and obligations into a new entity formed in any jurisdiction, including but not limited to conversion to a limited liability company, limited partnership, or other entity type under the laws of another state. Such reorganization shall not be deemed a dissolution of the Company and shall not require the consent of any transferee, assignee, or person holding a charging order against any Member's interest.
IN WITNESS WHEREOF, the undersigned has executed this Operating Agreement as of the Effective Date first written above.
Signature
Jane Smith
Sole Member
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