OPERATING AGREEMENTOF ELDER CARE GUIDANCE LLC

 

This Operating Agreement (“Agreement”) is entered into as of March 20, 2026, by and among the undersigned Member.

 

1. FORMATION

The Company was formed as a Limited Liability Company (“LLC”) under the laws of the State of Illinois, pursuant to the Illinois Limited Liability Company Act, by filing Articles of Organization with the Illinois Secretary of State.

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2. NAME

The name of the Company is:  Elder Care Guidance LLC

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3. PRINCIPAL PLACE OF BUSINESS

The principal place of business shall be located at:  26-D Fernwood Drive, Bolingbrook, IL 60440

The Company may maintain additional offices as determined by the Member.

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4. PURPOSE

The purpose of the Company is to provide independent elder care consulting and guidance services, including but not limited to:

• Assisting individuals and families in navigating senior living options

• Providing education and general guidance on elder care resources

• Offering advocacy support and care coordination guidance (non-clinical)

• Any other lawful business activities permitted under Illinois law

Important Limitation:  The Company does not provide medical, legal, or licensed case management services. Services are educational and consultative in nature and do not constitute regulated professional services.

 

5. MEMBER

The Company shall have one Member:

Name:  Sabrina J. Frederick, MPH

Address: 26-D Fernwood Drive, Bolingbrook, IL 60440

The Member owns 100% of the Company.

 

6. MANAGEMENT

This is a member-managed LLC.The Member shall have full authority to:

• Manage and control the business and affairs of the Company

• Make all decisions regarding operations, services, and finances

• Enter into contracts and agreements on behalf of the Company

 

7. CAPITAL CONTRIBUTIONS

The Member has contributed the following initial capital to the Company:

Cash, property, services, or other assets:  $1,800.00

No additional contributions shall be required unless determined by the Member.

 

8. PROFITS AND LOSSES

All profits and losses of the Company shall be allocated entirely to the Member.

 

9. DISTRIBUTIONS

Distributions shall be made to the Member at such times and in such amounts as determined by the Member, subject to applicable laws and financial obligations of the Company.

 

10. BANKING

Company funds shall be held in the Company’s name in accounts designated by the Member. The Member shall have sole signing authority unless otherwise designated.

 

11. RECORDS AND ACCOUNTING

The Company shall maintain complete and accurate records, including:

• Financial statements

• Tax returns

• Business transactions

The fiscal year shall be the calendar year unless otherwise determined.

 

12. TAX STATUS

The Company shall be treated as a disregarded entity for federal and state tax purposes unless the Member elects otherwise.

 

13. LIABILITY AND INDEMNIFICATION

The Member shall not be personally liable for the debts, obligations, or liabilities of the Company beyond their capital contribution, except as required by law. The Company shall indemnify the Member against any claims or liabilities arising from Company activities, except in cases of fraud, gross negligence, or willful misconduct. This indemnification provision shall be interpreted in conjunction with client-facing indemnification provisions in executed Client Agreements.

 

14. LIMITATION OF SERVICES

The Company provides non-clinical consulting services only. Nothing in this Agreement or the Company’s operations shall be construed as:

• Medical advice or healthcare services

• Legal advice

• Licensed case management

Clients are encouraged to seek qualified professionals for such services.

 

15. DISSOLUTION

The Company shall dissolve upon the occurrence of any of the following:

• Decision of the Member

• Entry of a decree of judicial dissolution

• Any event requiring dissolution under Illinois law

Upon dissolution, assets shall be distributed to the Member after payment of all liabilities.

 

16. AMENDMENTS

This Agreement may be amended at any time by the Member.

 

17. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois.

 

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Member and supersedes all prior agreements or understandings.

 

19. CLIENT AGREEMENTS REQUIRED

All clients of the Company shall be required to enter into a written service agreement (“Client Agreement”) prior to receiving services. Each Client Agreement shall include, at minimum:

• Scope of services (clearly defined as non-clinical consulting)

• Fee structure and payment terms

• Disclaimers regarding medical and legal advice

• Limitation of liability

• Dispute resolution procedures

• Reference to the Company’s Terms of Use and Privacy Policy

No services shall be rendered without a signed agreement unless waived by the Member in writing.

 

20. LIMITATION OF LIABILITY (CLIENT-RELATED)

To the fullest extent permitted by Illinois law:

• The Company’s liability to any client shall be limited to the total fees paid by the client for services rendered.

• The Company shall not be liable for:

  • Decisions made by clients or third parties

  • Outcomes related to healthcare providers, facilities, or services

  • Indirect, incidental, consequential, or punitive damages

This limitation shall be clearly stated in all Client Agreements and Terms of Use.

 

21. INDEMNIFICATION BY CLIENTS

Clients shall agree to indemnify, defend, and hold harmless the Company and its Member from and against any claims, damages, or liabilities arising from:

• Client decisions based on guidance provided

• Actions of third-party providers or facilities

• Inaccurate or incomplete information provided by the client

This provision shall be included in all Client Agreements.

 

22. DISPUTE RESOLUTION

Any dispute arising out of or relating to Company services shall be resolved as follows:

A. Good Faith Resolution - The parties agree to first attempt to resolve disputes informally.

B. Mediation - If unresolved, disputes shall be submitted to mediation in the State of Illinois.

C. Binding Arbitration - If mediation fails, disputes shall be resolved through binding arbitration, not litigation.

• Venue:  Illinois

• Each party bears its own costs unless otherwise determined

This clause shall be mirrored in Client Agreements and Terms of Use.

 

23. INSURANCE REQUIREMENTS AND RISK MANAGEMENT

The Company may maintain the following insurance coverage:

• Professional Liability

• General Liability Insurance

• Cyber Liability / Data Breach Insurance

The Member shall take reasonable steps to:

• Maintain appropriate coverage limits

• Follow risk management best practices

• Document client interactions and decisions

 

24. DATA PRIVACY AND SECURITY

The Company shall take reasonable administrative, technical, and physical safeguards to protect client information. However:

• The Company does not guarantee absolute data security

• Clients acknowledge inherent risks of electronic communication

All data practices shall align with the Company’s Privacy Policy, which is incorporated by reference into this Agreement.

 

25. NO PROFESSIONAL LICENSURE RELATIONSHIP

The Company operates strictly as a non-clinical consulting service. Nothing in this Agreement or Company operations shall establish:

A provider-patient relationship

A legal advisor-client relationship

A licensed case management relationship

Clients are responsible for obtaining licensed professionals where appropriate.

 

26. THIRD-PARTY SERVICES DISCLAIMER

The Company may recommend or discuss third-party providers, including:

• Senior living communities

• Home care agencies

• Healthcare providers

The Company:

• Does not control or guarantee third-party services

• Is not responsible for outcomes, care quality, or agreements

27. ALIGNMENT WITH TERMS OF USE AND PRIVACY POLICY

The Company’s Terms of Use and Privacy Policy are hereby incorporated by reference into this Operating Agreement. In the event of a conflict:

• The Client Agreement governs client-specific interactions

• The Terms of Use governs website and general use

• This Operating Agreement governs internal Company structure

 

28. DOCUMENTATION AND RECORD RETENTION

The Company shall maintain records of:

• Client agreements

• Communications and recommendations

• Financial transactions

Records shall be retained for a minimum of 5–7 years, or as required by law or insurance carriers.

 

SIGNATURE IN WITNESS WHEREOF, the undersigned has executed this Operating Agreement as of the date first written above.

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Sabrina J. Frederick, MPH

Member, Elder Care Guidance LLC

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