Exhibit 3.45
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
__________, LLC
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING
AGREEMENT (the "Agreement") of________, LLC (the "Company") dated as of
this 23rd day of July, 2001, by_____________, as the sole member of the
Company (the "Member").
RECITAL
The Member has formed the Company as a limited liability company
under the laws of the State of Arizona and desires to enter into an amended
and restated written agreement, in accordance with the provisions of the
Arizona Limited Liability Company Act and any successor statute, as amended
from time to time (the "Act"), governing the affairs of the Company and the
conduct of its business.
ARTICLE I
The Limited Liability Company
1.1 Formation. The Member has previously formed the Company as a
limited liability company pursuant to the provisions of the Act. Articles
of organization for the Company (the "Articles of Organization") have been
filed with the Corporation Commission of the State of Arizona in conformity
with the Act.
1.2 Name. The name of the Company shall be "________, LLC" and its
business shall be carried on in such name with such variations and changes
as the Board (as hereinafter defined) shall determine or deem necessary to
comply with requirements of the jurisdictions in which the Company's
operations are conducted.
1.3 Business Purpose; Powers. The Company is formed for the
purpose of engaging in any lawful business, purpose or activity for which
limited liability companies may be formed under the Act. The Company shall
possess and may exercise all the powers and privileges granted by the Act
or by any other law or by this Agreement, together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business purposes
or activities of the Company.
1.4 Registered Office and Agent. The location of the registered
office of the Company shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇. The Company's Registered Agent at such address shall be CT
Corporation System.
1.5 Term. Subject to the provisions of Article 6 below, the
Company shall have perpetual existence.
ARTICLE II
The Member
2.1 The Member. The name and address of the Member is as follows:
Name Address
________________ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇. Lauderdale, Florida
2.2 Actions by the Member; Meetings. The Member may approve a
matter or take any action at a meeting or without a meeting by the written
consent of the Member. Meetings of the Member may be called at any time by
the Member.
2.3 Liability of the Member. All debts, obligations and
liabilities of the Company, whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liabilities of the Company, and
the Member shall not be obligated personally for any such debt, obligation
or liability of the Company solely by reason of being a member.
2.4 Power to Bind the Company. The Member (acting in its capacity
as such) shall have the authority to bind the Company to any third party
with respect to any matter.
2.5 Admission of Members. New members shall be admitted only upon
the approval of the Member.
ARTICLE III
The Board
3.1 Management By Board of Managers.
(a) Subject to such matters which are expressly reserved hereunder
or under the Act to the Member for decision, the business and affairs of
the Company shall be managed by a board of managers (the "Board"), which
shall be responsible for policy setting, approving the overall direction of
the Company and making all decisions affecting the business and affairs of
the Company. The Board shall consist of at least one (1) individual (the
"Managers"), the exact number of Managers to be determined from time to
time by resolution of the Member. The initial Board shall consist of 2
members, who shall be manager and manager.
(b) Each Manager shall be elected by the Member and shall serve
until his or her successor has been duly elected and qualified, or until
his or her earlier removal, resignation, death or disability. The Member
may remove any Manager from the Board or from any other capacity with the
Company at any time, with or without cause. A Manager may resign at any
time upon written notice to the Board.
(c) Any vacancy occurring on the Board as a result of the
resignation, removal, death or disability of a Manager or an increase in
the size of the Board shall be filled by the Member. A Manager chosen to
fill a vacancy resulting from the resignation, removal, death or disability
of a Manager shall serve the unexpired term of his or her predecessor in
office.
3.2 Action By the Board.
(a) All actions of the Board shall require the affirmative vote of
a majority of the Managers.
(b) Meetings of the Board may be conducted in person or by
conference telephone facilities. Any action required or permitted to be
taken at any meeting of the Board may be taken without a meeting if such
number of Managers sufficient to approve such action pursuant to the terms
of this Agreement consent thereto in writing.
3.3 Power to Bind Company. None of the Managers (acting in their
capacity as such) shall have authority to bind the Company to any third
party with respect to any matter unless the Board shall have approved such
matter and authorized such Manager(s) to bind the Company with respect
thereto.
3.4 Officers and Related Persons. The Board shall have the
authority to appoint and terminate officers of the Company and retain and
terminate employees, agents and consultants of the Company and to delegate
such duties to any such officers, employees, agents and consultants as the
Board deems appropriate, including the power, acting individually or
jointly, to represent and bind the Company in all matters, in accordance
with the scope of their respective duties.
ARTICLE IV
Capital Structure and Contributions
4.1 Capital Structure. The capital structure of the Company shall
consist of one class of common interests (the "Common Interests"). All
Common Interests shall be identical with each other in every respect.
Initially, the Member shall own all of the Common Interests issued and
outstanding.
4.2 Capital Contributions. From time to time, the Board may
determine that the Company requires capital and may request the Member to
make capital contribution(s) in an amount determined by the Board. A
capital account shall be maintained for the Member, to which contributions
and profits shall be credited and against which distributions and losses
shall be charged.
ARTICLE V
Profits, Losses and Distributions
5.1 Profits and Losses. For financial accounting and tax purposes,
the Company's net profits or net losses shall be determined on an annual
basis in accordance with the manner determined by the Board. In each year,
profits and losses shall be allocated entirely to the Member.
5.2 Distributions. The Board shall determine profits available for
distribution and the amount, if any, to be distributed to the Member, and
shall authorize and distribute on the Common Interests, the determined
amount when, as and if declared by the Board. The distributions of the
Company shall be allocated entirely to the Member.
ARTICLE VI
Events of Dissolution
The Company shall be dissolved upon the occurrence of any of the
following events (each, an "Event of Dissolution"):
(a) The Member votes for dissolution;
(b) A judgment of dissolution of the Company under Section 29-785
of the Act; or
(c) An administrative dissolution of the Company under Section
29-786 of the Act.
ARTICLE VII
Transfer of Interests in the Company
The Member may sell, assign, transfer, convey, gift, exchange or
otherwise dispose of any or all of its Common Interests and, upon receipt
by the Company of a written agreement by the person or business entity to
whom such Common Interests are to be transferred agreeing to be bound by
the terms of this Agreement, such person shall be admitted as a member.
ARTICLE VIII
Miscellaneous
8.1 Amendments. Amendments to this Agreement and to the Articles
of Organization shall be approved in writing by the Member. An amendment
shall become effective as of the date specified in the approval of the
Member or if none is specified as of the date of such approval or as
otherwise provided in the Act.
8.2 Severability. If any provision of this Agreement is held to be
invalid or unenforceable for any reason, such provision shall be
ineffective to the extent of such invalidity or unenforceability; provided,
however, that the remaining provisions will continue in full force without
being impaired or invalidated in any way unless such invalid or
unenforceable provision or clause shall be so significant as to materially
affect the expectations of the Member regarding this Agreement. Otherwise,
any invalid or unenforceable provision shall be replaced by the Member with
a valid provision which most closely approximates the intent and economic
effect of the invalid or unenforceable provision.
8.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Arizona without
regard to the principles of conflicts of laws thereof.
8.4 Limited Liability Company. The Member intends to form a
limited liability company and does not intend to form a partnership under
the laws of the State of Arizona or any other laws.