I recommend you read Form Your Own Limited Liability Company by Nolo. That's what I used when creating our Operating Agreement and it was extremely helpful. The book contains a CD with a fill-in the blank Operating Agreement template you can use.
Here's an outline:
- PRELIMINARY PROVISIONS: Effective Date; Formation; Name; Registered Office and Agent; Business Purposes; Duration of LLC
- MEMBERSHIP PROVISIONS: Nonliability of Members; Reimbursement for Organizational Costs; Management; Members' Percentage Interests; Membership Voting; Compensation; Members' Meetings; Membership Certificates; Other Business by Members
- TAX AND FINANCIAL PROVISIONS: Tax Classification of LLC; Tax Year and Accounting Method; Tax Matters Partner; Annual Income Tax Returns and Reports; Bank Accounts; Title to Assets
- CAPITAL PROVISIONS: Capital Contributions by Members; Additional Contributions by Members; Failure to Make Contributions; No Interest on Capital Contributions; Capital Account Bookkeeping; Consent to Capital Contribution Withdrawals and Distributions; Allocations of Profits and Losses; Allocation and Distribution of Cash to Members; Allocation of Noncash Distributions; Allocation and Distribution of Liquidation Proceeds;
- MEMBERSHIP WITHDRAWAL AND TRANSFER PROVISIONS: Withdrawal of Members; Restrictions on the Transfer of Membership
- DISSOLUTION PROVISIONS: Events That Trigger Dissolution of the LLC
- GENERAL PROVISIONS: Officers; Records; All Necessary Acts; Mediation and Arbitration of Disputes Among Members; Entire Agreement; Severability
- SIGNATURES OF MEMBERS AND SPOUSES: Execution of Agreement; Consent of Spouses
The book doesn't provide a lot of details about Buy-Sell clauses. For that take a look at Business Buyout Agreements by Nolo.
Also, when you have finished creating it, you should have a lawyer review it.
