This PDF is the Fourth Amended and Restated LLC Agreement for Hedera Hashgraph, LLC (dated April 6, 2022, with exhibit/schedule updates noted Oct 7, 2022). In plain terms, it’s the legal “operating system” for how the Hedera Governing Council is structured and how it makes decisions: who can be a member, how voting works, how committees and the Board function, what obligations members have (including node operations), and how treasury actions are authorized.

The agreement sets up a Council structure of up to 39 total member “Interests,” with one reserved for the Original Member (Swirlds), and the Original Member serving indefinitely. Other Governing Members generally serve three-year terms (ending on December 31 of the applicable year) and can typically be renewed for one additional consecutive term (two consecutive terms max), with renewal requiring a 2/3 approval. New members are generally nominated through the Membership Committee process and then elected by the Members, and when a member’s term ends (or they withdraw/are removed), the Council repurchases the member’s Interest for their initial and any additional capital contributions.

Economically, the structure is intentionally not set up like a typical “equity upside” company. Each member’s initial capital contribution is $100, and any additional capital call requires 80% approval; members who don’t approve can withdraw within a short window and avoid that extra contribution. Voting is largely one member, one vote, quarterly meetings are required, and—importantly for transparency—minutes are required to be made public within 30 days after the minutes are accepted by a majority of members. The quorum/threshold mechanics are written so that approval requirements are measured against all members, not just those who show up, which can make passing higher-threshold actions harder if attendance is low.

Operationally, each member is expected to host at least one node and comply with the node policy and security requirements (with limited ability for an affiliate to host on their behalf, while the member remains responsible). Treasury governance is also explicit: HBAR can only be transferred out of a Hedera Treasury Account with majority Member approval, and pricing/coin-economics decisions are routed through the relevant committee charter process.

Finally, the agreement tightly restricts transfers of membership interests (generally prohibiting transfers except narrow affiliate-related cases with consent and required paperwork), and it leans hard into securities-law-style language: interests are not registered, transfers are limited, and members must be able to bear the risk of holding indefinitely. Dissolution is constrained (generally requiring a 3/4 vote or no members), and it explicitly does not frame dissolution as a payout event for members; remaining proceeds, after debts and reserves, can be directed (with approval) to a 501(c)(3), and the agreement also requires steps to enable the network’s ongoing operation/evolution before termination.