Susan Rogers, Ed Naylor, and Adam Golodner are starting an environmental waste disposal business in Richmond, Virginia. The business will be called “Recycled Refuse,” and each of them will be involved in managing and operating the business. Susan will be the primary administrator of the business, Ed will be the salesperson, and Adam will handle the financial affairs. They will each contribute 50,000 to begin the business, and they expect to share all benefits from the business equally. None of them will receive a salary, but each of them would like to draw 5,000 advances monthly against the profits of the business, and they will agree to return any draws in excess of their respective share of profits within 30 days of the end of each year (when their annual share of profits is finally determined). The offices of the company will be located at 98076 Ridge Road, Richmond,Virginia. Susan will be the registered agent of the company.

a. Prepare articles of organization for a limited liability company to be formed to operate this business.

b. Prepare an operating agreement for the company, using sample Exhibit I–4 in Appendix I.