OPERATING
AGREEMENT

1.1 Formation. People of Power LLC ("the Company") is a Limited Liability Company formed under the Missouri Limited Liability Company Act (RSMo Chapter 347) and any successor statutes, as amended from time to time.

1.2 Name. The name of the Company is People of Power LLC.

1.3 Principal Office. The principal place of business of the Company shall be located at 3850 Sullivan Avenue, St. Louis, Missouri 63107, or at such other place as the Members may designate from time to time.

1.4 Registered Agent. The Company shall maintain a registered agent in the State of Missouri as required by law. The registered agent may be changed by the Members at any time in accordance with applicable law.

1.5 Purpose. The purpose of the Company is to promote positive youth development, emotional wellness, leadership development, autism educational support, and community engagement for youth and young adults ages 6–25 in the St. Louis, Missouri region and beyond. The Company may engage in any lawful business activity permitted under Missouri law.

1.6 Term. The Company shall continue in existence until dissolved in accordance with the provisions of this Agreement or as required by law.

2.1 Members. The initial Member(s) of the Company are those individuals or entities who have executed this Agreement or a counterpart thereof. The names, addresses, and membership interests of the Members shall be maintained in the Company's records.

2.2 Membership Interests. Membership interests shall be expressed as percentages. The total membership interests of all Members shall equal one hundred percent (100%).

2.3 Additional Members. Additional Members may be admitted to the Company upon the unanimous written consent of all existing Members, subject to such terms and conditions as the existing Members may determine.

2.4 Transfer of Membership Interests. No Member may sell, assign, transfer, pledge, or otherwise dispose of all or any part of their membership interest without the prior written consent of all other Members. Any attempted transfer in violation of this provision shall be null and void.

2.5 Liability of Members. No Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member, except as otherwise required by applicable law.

3.1 Member-Managed. The Company shall be managed by its Member(s) ("Member-Managed"). Each Member shall have the authority to act on behalf of and bind the Company in the ordinary course of business.

3.2 Voting Rights. Each Member shall have voting rights proportional to their membership interest. Decisions requiring a vote shall be decided by a majority vote of the Members unless this Agreement or applicable law requires a greater percentage.

3.3 Major Decisions. The following actions shall require the unanimous written consent of all Members: (a) amendment of this Agreement; (b) admission of new Members; (c) sale, lease, or transfer of all or substantially all of the Company's assets outside the ordinary course of business; (d) merger, consolidation, or reorganization of the Company; (e) dissolution of the Company; (f) any action that would make it impossible to carry on the ordinary business of the Company.

3.4 Officers. The Members may appoint officers of the Company, including but not limited to an Executive Director, to carry out the day-to-day operations of the Company. Officers shall serve at the pleasure of the Members and may be removed at any time by a majority vote of the Members.

3.5 Compensation. Members and officers may receive reasonable compensation for services rendered to the Company as determined by the Members.

4.1 Capital Contributions. Each Member's initial capital contribution shall be as agreed upon by the Members and recorded in the Company's books. No Member shall be required to make additional capital contributions without their written consent.

4.2 Capital Accounts. The Company shall maintain a separate capital account for each Member. Each Member's capital account shall be credited with their capital contributions and share of profits, and debited with their share of losses and distributions.

4.3 Distributions. Distributions of cash or other assets of the Company shall be made to the Members at such times and in such amounts as the Members unanimously determine. Distributions shall be made to Members in proportion to their membership interests unless otherwise agreed in writing.

4.4 Restrictions on Distributions. No distribution shall be made if, after giving effect to the distribution, the Company would not be able to pay its debts as they become due in the ordinary course of business, or the Company's total assets would be less than the sum of its total liabilities.

5.1 Allocations. The Company's net profits and net losses for each fiscal year shall be allocated among the Members in proportion to their respective membership interests, unless otherwise required by applicable tax law or agreed upon in writing by all Members.

5.2 Tax Allocations. For income tax purposes, each item of Company income, gain, loss, deduction, and credit shall be allocated among the Members in accordance with their respective interests in the Company, consistent with applicable Treasury Regulations.

6.1 Books and Records. The Company shall maintain complete and accurate books and records of the Company's business and affairs at its principal office, including: (a) a current list of the full name and last known address of each Member; (b) a copy of the Articles of Organization and all amendments; (c) copies of the Company's federal, state, and local income tax returns for the three most recent years; (d) copies of this Agreement and all amendments; (e) financial statements for the three most recent fiscal years.

6.2 Fiscal Year. The fiscal year of the Company shall end on December 31 of each year, unless otherwise determined by the Members.

6.3 Accounting Method. The Company shall use the cash method of accounting for tax purposes unless the Members unanimously agree to use a different method.

6.4 Member Inspection Rights. Each Member shall have the right, upon reasonable notice, to inspect and copy the Company's books and records during normal business hours.

7.1 Indemnification. The Company shall indemnify and hold harmless each Member and officer of the Company from and against any claims, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the business of the Company, provided that: (a) the Member or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company; and (b) the claim did not arise from the Member's or officer's gross negligence, willful misconduct, or breach of this Agreement.

7.2 Insurance. The Company may purchase and maintain insurance on behalf of any Member or officer against any liability asserted against them in such capacity, whether or not the Company would have the power to indemnify such person under this Agreement.

8.1 Events of Dissolution. The Company shall be dissolved upon: (a) the unanimous written consent of all Members to dissolve; (b) the occurrence of any event that makes it unlawful for the Company's business to be continued; (c) entry of a judicial decree of dissolution; or (d) any other event required by Missouri law.

8.2 Winding Up. Upon dissolution, the Company's affairs shall be wound up by the Members or a liquidating trustee appointed by the Members. The assets of the Company shall be applied in the following order: (a) payment of creditors; (b) payment of Members' loans to the Company; (c) distribution to Members in proportion to their capital account balances; (d) distribution to Members in proportion to their membership interests.

8.3 Certificate of Dissolution. Upon completion of the winding up, the Members shall file a Certificate of Dissolution with the Missouri Secretary of State as required by law.

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.

9.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall first be submitted to mediation in St. Louis, Missouri. If mediation is unsuccessful, disputes shall be resolved by binding arbitration in St. Louis, Missouri, in accordance with the rules of the American Arbitration Association.

9.3 Amendments. This Agreement may be amended only by a written instrument signed by all Members.

9.4 Entire Agreement. This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

9.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

9.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

9.7 Notices. All notices under this Agreement shall be in writing and delivered to the Members at their addresses on file with the Company, by personal delivery, certified mail, or email with confirmation of receipt.

9.8 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing. No waiver shall be deemed a continuing waiver or a waiver of any other provision.