
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 
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