OPERATING AGREEMENT OF MADISON CORNER, LLC
Exhibit 3.54
OF
MADISON CORNER, LLC
This OPERATING AGREEMENT (the “Operating Agreement”) is created the date below written, by ▇▇▇ Lumber Co., a Florida corporation (“Member”).
EXPLANATORY STATEMENT
The Member has organized and operated the MADISON CORNER, LLC in accordance with the terms of, and subject to the conditions set forth in the Articles of Organization and this Operating Agreement.
Section I
Defined Terms
The following capitalized terms shall have the meanings specified in this Section I. Other terms are defined in the text of this Operating Agreement; and, throughout this Operating Agreement, those terms shall have the meanings respectively ascribed to them.
“Act” means the Florida Limited Liability Company Act, as amended from time to time.
“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.
“Company” means the MADISON CORNER, LLC organized in accordance with this Operating Agreement.
“Interest” means a Person’s share of the Profits and Losses of, and the right to receive distributions from, the Company.
“Interest Holder” means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.
“Involuntary Withdrawal” means, the occurrence of any of the following events:
(i) Member makes an assignment for the benefit of creditors;
(ii) Member files a voluntary petition of bankruptcy;
(iii) Member is adjudged bankrupt or insolvent or there is entered against a member an order for relief in any bankruptcy or insolvency proceeding;
“Member” means the Person signing these Regulations and any Person who subsequently is admitted as a member of the Company.
“Membership Rights” means all of the rights of a Member in the Company, including a Member’s: (i) Interest; (ii) right to inspect the Company’s books and records; (iii) right to participate in the management of and vote on matters coming before the Company; and (iv) unless these Regulations or the Articles of Organization provide to the contrary, right to act as an agent of the Company.
“Person” means and includes an individual, corporation, partnership, association, limited liability company, trust, estate, or other entity.
“Positive Capital Account” means a Capital Account with a balance greater than zero.
“Profit” and “Loss” means, for each taxable year of the Company (or other period for which Profit or Loss must be computed) the Company’s taxable income or loss determined in accordance with the Code.
“Treasury Regulation” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.
“Department of State” means the Florida Department of State.
“Successor” means all Persons to whom all or any part of an Interest is transferred either because of (i) the sale or gift by Member of all or any part of her Interest, (ii) an assignment of Member’s Interest due to Member’s Involuntary Withdrawal, or (iii) because Member dies and the Persons are Member’s personal representatives, heirs, or legatees.
“Transfer” means, when used as a noun, any voluntary sale, hypothecation, pledge, assignment, attachment, or other transfer, and, when used as a verb, means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.
“Withdrawal” means a Member’s dissociation from the Company by any means.
Section II
Formation and Name; Office; Purpose; Term
2.1. Organization. The Member hereby organizes a limited liability company pursuant to the Act and the provisions of this Operating Agreement and, for that purpose, have caused Articles of Organization to be prepared, executed, and filed with the Department of State.
2
2.2. Name of the Company. The name of the Company shall be “MADISON CORNER, LLC.” The Company may do business under that name and under any other name or names upon which Member may, in its sole discretion, determine. If the Company does business under a name other than that set forth in its Articles of Organization, then the Company shall file a fictitious name registration as required by law.
2.3. Purpose. Company is organized for the purpose of transacting any and all lawful business.
2.4. Term. The term of the Company began upon the acceptance of the Articles of Organization by the Department of State and its duration shall be perpetual, unless its existence is sooner terminated pursuant to Section VII of this Operating Agreement.
2.5. Principal Office. The principal office of the Company shall be located at or at any other place which Member, in its sole discretion, determines.
2.6. Registered Agent/Registered Office. The name and street address of the Company’s registered agent and registered office in the State of Florida shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
2.7. Member. The name and present mailing address of the sole Member is ▇▇▇ Lumber Co., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and it owns a 100% interest in the Company.
Section III
Capital; Capital Accounts
3.1. Initial Capital Contributions. Upon the execution of this Operating Agreement, Member shall contribute to the Company the cash and property as reflected in the books and records of the Member’s accountant.
3.2. No Other Capital Contributions Required. Member shall not be required to contribute any additional capital to the Company, and except as set forth in the Act, no Member shall have any personal liability for any obligations of the Company.
3.3. Loans. Any Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree.
3
3.4. Capital Accounts. A capital account shall be maintained by the Company for the Member.
Section IV
Profit, Loss, and Distributions
4.1. Distributions of Cash Flow. Cash flow for each taxable year of the Company shall be distributed to Member no later than seventy-five (75) days after the end of the taxable year.
4.2. Allocation of Profit or Loss. All Profit or Loss shall be allocated to Member.
4.3. Liquidation and Dissolution. If the Company is liquidated, the assets of the Company shall be distributed to Member or to a Successor or Successors.
Section V
Management: Rights, Powers, and Duties
5.1. Management. The management of the Company shall be by ▇▇▇ Lumber Co.
5.2. Personal Services. Member shall not be required to perform services for the Company solely by virtue of being a Member.
5.3. Liability and Indemnification.
5.3.1. The Member shall not be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by it with respect to Company matters.
5.3.2. The Company shall indemnify Member for any act performed by it with respect to Company matters.
Section VI
Transfer of Interests and Withdrawal of Member
6.1. Transfers. Member may Transfer all, or any portion of, its interest or rights in, its Membership Rights to one or more Successors.
6.2. Transfer to a Successor. In the event of any Transfer of all or any part of Member’s Interest to a Successor, the Successor shall thereupon become a Member and the Company shall be continued.
4
Section VII
Dissolution, Liquidation, and Termination of the Company
7.1. Events of Dissolution. The Company shall be dissolved if the Member determines to dissolve the Company.
7.2. Procedure for Winding Up and Dissolution. If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the Person(s) who is/are the Member(s) of the Company in proportion to its/their Interests.
7.3. Filing of Articles of Dissolution. If the Company is dissolved, Articles of Dissolution shall be promptly filed with The Department of State. If there are no remaining Members, the Articles of Dissolution shall be filed by the last Person to be a Member; if there are no remaining Members, or a Person who last was a Member, the Articles shall be filed by the legal or personal representatives of the Person who last was a Member.
Section VIII
Books, Records, Accounting, and Tax Elections
8.1. Bank Accounts. All funds of the Company shall be deposited in a bank account or accounts opened in the Company’s name. The Member shall unanimously determine the institution or institutions at which the accounts will be opened and maintained, the types of accounts, and the Persons who will have authority with respect to the accounts and the funds therein.
8.2. Books and Records. The Member shall keep or cause to be kept complete and accurate books and records of the Company nor supporting documentation of the transactions with respect to the conduct of the Company’s business. The books and records, if any, shall be maintained in accordance with sound accounting principles and practices.
8.3. Annual Accounting Period. The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.
Section IX
General Provisions
9.1. Applicable Law. All questions concerning the construction, validity, and interpretation of these Regulations shall be governed by the internal law, not the law of conflicts, of the State of Florida.
5
9.2. Section Titles. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Operating Agreement or the intent of the provisions hereof.
9.3. Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the identity of the Person may in the context require.
9.4. Separability of Provisions. Each provision of this Operating Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Regulations which are valid.
9.5. Revisions. This Operating Agreement can be amended or revised at any time by the Member.
IN WITNESS WHEREOF, the sole Member has executed this Operating Agreement under seal, as of the 27th day of September, 2005.
| ▇▇▇ LUMBER CO., a Florida Corporation | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as President | ||
6