Joint operating agreements are negotiated once and lived with for twenty years. Most disputes we see trace back to three clauses that received an hour of attention each during drafting.
Voting thresholds and the passive partner
A pass-mark set at a level that a single party can reach alone converts a joint venture into a sole operatorship with co-funders. Check the arithmetic of the voting clause against the actual participating interests, including after a permitted transfer.
Model the voting clause at the interests you will hold after dilution, not the ones you hold at signature.
Read the default and forfeiture provisions before the profit-sharing ones. A cash-call default regime with a short cure period and a punitive forfeiture is the clause most likely to end your participation, and it is usually buried past page sixty.
Exit is a drafting exercise
Pre-emption rights, tag and drag mechanics, and change-of-control triggers determine whether your interest is saleable. An interest that cannot be transferred without unanimous consent is not an asset a bank will lend against.