OPERATING AGREEMENT
OF
CAMERON COLLEGE PREP, NONPROFIT, LLC
This Operating Agreement (the “Agreement”) of Cameron College Prep, Nonprofit, LLC,
a Tennessee nonprofit limited liability company (the “Company”), is entered into by and
between the Company and LEAD Public Schools, Inc., a Tennessee nonprofit corporation and
the sole member of the Company (the “Member”), effective as of October __, 2014.
WHEREAS, the Member formed the Company as a nonprofit limited liability company
in accordance with the Tennessee Nonprofit Revised Limited Liability Company Act, T.C.A.
§§ 48-101-807 et seq., as amended (the “Act”);
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
Section 1. Organization. On June 29, 2010, the Company was formed by the
Member as a Tennessee nonprofit limited liability company by the filing of Articles of
Organization with the office of the Secretary of State of Tennessee (as subsequently amended
form time to time, the “Articles”).
Section 2. Registered Office; Registered Agent. The registered office of the
Company in the State of Tennessee will be the initial registered office designated in the Articles
or such other office (which need not be a place of business of the Company) as the Member may
designate from time to time in the manner provided by law. The registered agent of the
Company in the State of Tennessee will be the initial registered agent designated in the Articles,
or such other person as the Member may designate from time to time in the manner provided by
law. The principal office of the Company will be at such location as the Member may designate
from time to time, which need not be in the State of Tennessee.
Section 3. Purpose; Powers. The Company is organized exclusively for charitable
and educational purposes. Specifically, the Company shall establish and operate a Charter
School in accordance with the Tennessee Public Charter Schools Act of 2002 (Tennessee Code
Annotated § 49-13-101 et. seq.), as amended, restated or replaced from time to time (the
“Charter Act”), and the requirements of the Metropolitan Board of Public Education for
Nashville and Davidson County (the “Metro School Board”). The Company is organized to
engage in any activity, and to exercise any and all powers, rights and privileges, afforded a
nonprofit limited liability company under the Act. The Company may engage in all activities
proper under applicable law, provided such activities are not inconsistent with the Act, the
Charter Act, the requirements of the Metro School Board, or the Company’s Articles.
Section 4. Authorized Persons. Christopher C. Whitson of Sherrard & Roe, PLC is
hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and
file the Articles, and the Member hereby ratifies and approves any prior actions taken by such
688378.2 08532-001 1