World431_AVK_01

On December 10, 2025 prior to closing on the lease with MGR Real Estate, Inc. ("MGR"), Grace Joblin passed away. The draft consent was not signed by the members of AI Automation Group, LLC ("AIAG") authorizing the transaction with MGR before her death. Freddie Rojas, Janet Swift, and Yamamoto then voted at a meeting called to continue the LLC. To keep things moving forward with the deal, Yamamoto then signed the written consent action of AIAG to authorize the transaction.

Is this consent valid?...

No, the consent signed by Yamamoto authorizing the transaction is not valid. 

Grace Joblin's death triggered the automatic dissolution of AI Automation Group, LLC (the “LLC”) under Article VIII of the Operating Agreement, consistent with § 17707.01(a) of the California Revised Uniform Limited Liability Company Act (the “Act”). Section VIII.1.b of the LLC’s operating agreement requires a written consent from a majority-in-interest of the remaining Members to continue the LLC. Under § 17701.10 of the Act, absent specific and narrow exceptions, the operating agreement governs the relations among the members and between the members and the limited liability company. Because this requirement was not met, the LLC was not continued, and the written consent is invalid since it falls outside of the narrow scope of permitted activities necessary for winding up the business under § 17707.06(a) of the Act.