This is a tough one, but there is a solution. First of all, what ever you put in the minute book will have little effect on outsiders or insiders. For the other memebers, if you want these protections, they must go into the Operating Agreement and be signed by all members. The Operating Agreement in an LLC is the governing document. It is much different than a corporation, where everything is done by minutes. Which brings us to the next point.
LLC's are like partnerships with liability protection. That means that third parties can be bound by any member. Even if you change the OA, a thrid party contract signed by a member will still be good against the LLC. You may have a cause of action against the other memeber, but you still have the problem with the thrid party. In the operating agreement, you should also add a hold harmless clause stating that any memeber who fails to abide by ther terms of the OA, as stated herein, shall hold the LLC and all members harmless for any damages that occur as a result of violating the terms of the OA. This poison pill should chill their desire to run out and do things without your consent.
What you might consider is being a corporation instead of an LLC. Then the other people could be officers with limited powers. Any contract would require an Incumbancy Certificate stating that the officer has the authority to do whatever they are doing. Also, then you would be operating with a minute book, minutes and other docuemtns in a much more formal way. In may ways the LLC revolution has hurt businesses by eliminating the need for the formalities that you rightly seek. Up to you, but if you stick with the LLC, it is the OA that you need to change and the others have to sign and agree. Then they will be on notice of the consequences of failing to abid ebey the terms of the LLC.
that is abide, not abid.
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The wording you already have in your question. I would, however, add a hold hamrless provision to beef up what you are doing. They have to realize they they will be left holding the bag if hey mess around.
If the Company Agreement states how profits and losses are split up and who owns what percentage, then that is the Operating Agreement. As a Q&A site, we are not supposed to draft specific language for you. However, you can find lots of Hold Harmless language if you check around a little. It is a commonly used provision in many contracts.
Excellent question. Typically, you have each member initial each page and sign at the end.
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