# Organization

# How is Flamingo structured?

Flamingo is organized as a Delaware limited liability company.

The rights and obligations of Flamingo Members are set forth in an operating agreement (which will be provided when you are verified to contribute to Flamingo) and are supplemented by the Delaware Limited Liability Company Act. YOU SHOULD RETAIN YOUR OWN COUNSEL FOR PURPOSES OF EVALUATING WHETHER TO JOIN FLAMINGO AS A MEMBER.

At its core, Flamingo will be member-managed and rely on a DApp and related smart contracts to facilitate the purchase of NFTs.

Flamingo's operating agreement expressly limits the Members' liability and limits any fiduciary obligations amongst Members, in each case, to the extent permitted by applicable law.

Flamingo will rely on a service provider (initially, OpenLaw) to facilitate various administrative functions on behalf of the Members, including preparing and sending annual K-1 tax forms, updating and maintaining the DApp, validating information related to projects selected for purchase, and handling other interactions that may come up during the lifetime of Flamingo (e.g., receiving the proceeds from the sale of securities in fiat and converting them to a digital asset for distribution to Members). For these services, the service provider will receive a fee, pursuant to a schedule outlined here.

Flamingo's operating agreement was prepared by OpenLaw's outside counsel.

# Will Members enjoy limited liability?

As set forth in the operating agreement, and except as otherwise provided under Delaware law, no Member (or former Member) of Flamingo will be liable for the obligations of Flamingo for any amounts in excess of the amount of the Member's contributions to Flamingo, plus:

  • the Member's share of the undistributed profits of Flamingo, if any; and

  • any amounts distributed by Flamingo to such Member.

# What are the fiduciary obligations between Members?

To the fullest extent permitted by applicable law, Members shall not have any fiduciary duty to Flamingo or any other Member. Under the operating agreement, Members agree to interact in good faith and to engage in fair dealing.

# Can Members vary the operating agreement or the ways in which Flamingo operates?

The terms and provisions of the operating agreement may be amended if 50% or more of Flamingo Members or their delegates (as measured by the Members' units) vote to approve an amendment. Voting will be based on the number of Flamingo Units held by the Members at the time of the vote.

# What are the tax issues with Flamingo?

Each Member of Flamingo must rely on the Member's own tax and legal representatives as to the tax consequences of joining Flamingo or making purchases through Flamingo.

Last updated: 9/23/2020, 6:25:11 PM