This template operating agreement contemplates a limited liability company (LLC) formed pursuant to New York law with classes of voting members, who manage the LLC, and non-voting members. This template includes practical guidance, optional clauses, and drafting notes. Every LLC organized in New York must be governed by a written operating agreement, which serves a purpose similar to bylaws, a shareholder agreement and an equity purchase agreement combined into one. An operating agreement generally is entered into among the members of an LLC upon the filing of the LLC's articles of organization, although it also may be entered into before or within 90 days after the filing of the articles. However, an operating agreement may not become effective pursuant to New York law prior to the formation of the LLC. This type of structure, with voting and non-voting members, is often used when the owners of a new business want to attract new investments in order to expand the business without ceding operational control of the company. In drafting such a limited liability company operating agreement, the owners need to balance their desire to retain control against the risk that potential investors may be deterred for fear of being entirely at the mercy of the controlling members. On the other hand, investors may in some circumstances prefer that the founders of a company retain control without interference, particularly if the founders are viewed as "visionaries" or as having shown peculiar skill in making the company successful. This template has been updated as needed to reflect the revised Internal Revenue Code provisions governing IRS tax audits of partnerships and other entities taxed as partnerships; these rules were passed in the Bipartisan Budget Act of 2015 and took effect on January 1, 2018. For further information, see Partnership Tax Audit Rules. See also Partnership and Other Pass-Through Entities Taxation and Partnership Tax Audit Clauses (Bipartisan Budget Act of 2015).