Exhibit 3.19
OPERATING AGREEMENT
OF
CCA PROPERTIES OF TENNESSEE, LLC
THIS OPERATING AGREEMENT (the "Agreement") is executed by the person
whose signature appears below (the "Member" and collectively with any members
admitted after the date hereof, the "Members") as of the 27th day of December,
2002.
ARTICLE I
FORMATION
1.1 FORMATION. The Member hereby forms a member-managed limited
liability company pursuant to the Tennessee Limited Liability Company Act (the
"Act").
1.2 NAME. The name of the limited liability company shall be CCA
Properties of Tennessee, LLC (the "Company").
1.3 ARTICLES OF ORGANIZATION. The Articles of Organization (the
"Articles"), filed with the Secretary of State of the State of Tennessee on
December 23, 2002, are hereby adopted and ratified by the Members. In the event
of a conflict between the terms of this Agreement and the terms of the Articles,
the terms of the Articles shall prevail.
1.4 DEFINITIONS. Capitalized terms not otherwise defined herein shall
have the meaning set forth in the Act.
ARTICLE II
PURPOSE AND POWERS
2.1 PURPOSE. The purpose of the Company shall be to engage in any
lawful business.
2.2 POWERS. In furtherance of the foregoing purpose, the Company shall
have the full power and authority to conduct its business as provided by the Act
and applicable law.
ARTICLE III
CAPITAL
3.1 CAPITAL ACCOUNTS. For any period during which the Company is a
disregarded entity for federal income tax purposes, the Company may, but need
not, establish and maintain a capital account for its Member in accordance with
such principles as the Member may determine. For any period during which the
Company is a partnership for federal income tax purposes, the Company shall
establish and maintain a capital account on the books of the Company for each
Member in accordance with the provisions of Treas. Reg. ss. 1.704-1(b)(2)(iv).
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3.2 CAPITAL CONTRIBUTIONS. Each Member has made a contribution to the
capital of the Company in exchange for the percentage interest (collectively,
the "Percentage Interests") set forth on Schedule A attached hereto.
3.3 ADDITIONAL CAPITAL CONTRIBUTIONS. No additional capital
contributions shall be required of any Member. No Member may contribute
additional capital to the Company without the prior unanimous written consent of
the Members.
ARTICLE IV
ALLOCATION OF PROFITS AND LOSSES;
DISTRIBUTION OF CASH FLOW
4.1 ALLOCATIONS OF PROFITS AND LOSSES.
(a) For any period during which the Company is a disregarded entity
for federal income tax purposes, all Company net profits and net
losses, and each item of income and expense related thereto ("Profits"
and "Losses," respectively) shall be treated for federal income tax
purposes in a manner consistent with such characterization.
(b) For any period during which the Company is a partnership for
federal income tax purposes, all Profits and Losses (except for such
items relating to property contributed to the Company by a Member,
which shall be allocated pursuant to Section 704(c) of the Internal
Revenue Code of 1986 (the "Code") and the regulations thereunder) shall
be allocated to the Members according to their respective Percentage
Interests; provided, however, that if any Member unexpectedly receives
an adjustment or allocation described in Treas. Reg. ss.
1.704-1(b)(2)(ii)(d)(4), (5) or (6) in any year or other period, and as
a result would have an adjusted capital account deficit as of the last
day of such year or other period, then items of income and gain of the
Company for such year or other period (and, if necessary, for
subsequent years or periods) shall be specially allocated to such
Member in the amount and in the proportions required to eliminate such
deficit as quickly as possible.
4.2 DISTRIBUTIONS TO MEMBERS. Distributions (in cash or in kind) shall
be made by the Company to the Members in such amounts and at such times as the
Members shall determine. All distributions shall be made in accordance with the
Percentage Interests of the Members (except for distributions upon the
dissolution and winding up of the Company which shall be made in the manner
hereinafter provided).
4.3 STATEMENTS OF MEMBERSHIP INTERESTS. Upon the written request of any
Member, the Secretary shall promptly advise such Member of the particular
Membership Interest owned by such Member as of the date such written statement
is issued by the Secretary. Any such written statement of Membership Interest
shall not be deemed to be a certificated security, a negotiable instrument, nor
a bond or stock and shall not be a vehicle by which any transfer of any Member's
interest in the Company may be effected.
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ARTICLE V
MEMBERS AND VOTING RIGHTS
5.1 MEMBERSHIP VOTING POWER. Each Member shall have voting power equal
to such Member's Percentage Interest (determined without regard to any
assignment of such Member's Financial Rights) as shown on Schedule A. At any
meeting of the Members, each Member present (in person or by proxy) and entitled
to vote shall have a number of votes equal to such Member's Percentage Interest.
At any meeting of the Members at which a quorum is present (in person or by
proxy), a majority of the Membership voting power present (in person or by
proxy) at the time the vote is taken is required to take action on a matter
unless a vote of greater proportion is otherwise required by this Agreement, the
Articles or the Act.
5.2 MEETINGS. Meetings of all Members may be called by the Chief
Manager, Secretary or any Member by mailing notice to all Members no fewer than
ten days and no more than two months before the meeting date, stating the
purpose or purposes of such meeting. Any such meetings shall be held at the
principal place of business of the Company or such other place as may be
designated in the notice. When any notice is required to be given to any Member,
a waiver thereof in writing signed by the person entitled to such notice,
whether before, at, or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance by a Member at a meeting is a waiver of notice
of such meeting, unless the Member objects at the beginning of the meeting to
the transaction of business because the meeting is not lawfully called or
convened and does not otherwise participate in the consideration of any matter
at the meeting. A meeting may take place by telephone conference call or any
other form of electronic communication through which the Members may
simultaneously hear each other. Such meeting shall be deemed to be held at the
principal executive office of the Company or at the place properly named in the
notice calling the meeting.
5.3 QUORUM REQUIREMENTS FOR MEETINGS. The Members present (in person or
by proxy) and holding a majority of the Membership voting power at any meeting
shall constitute a quorum for the transaction of business. Once a Member is
represented at any meeting, such Member is deemed to be present for the
remainder of that meeting and for any adjournment. A meeting may be adjourned,
and notice of an adjourned meeting is not necessary if the date, time and place
to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken.
5.4 ACTION WITHOUT A MEETING. Action required or permitted to be taken
at a meeting of the Members may be taken without a meeting if the action is
evidenced by one or more written consents describing the action taken, signed by
the Members holding a majority of the Membership voting power entitled to vote
and delivered to the Secretary of the Company for filing with the Company
records.
5.5 ADMISSION OF NEW MEMBERS. Except as provided in Article 10 of this
Agreement, no other person shall be made a Member without the written approval
of the Members holding 100% of the Percentage Interests.
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5.6 NO POWER OR RIGHT TO WITHDRAW FROM MEMBERSHIP IN COMPANY. Except as
provided in Section 10.2, no Member shall have the power or right to withdraw,
resign or retire from the Company prior to the expiration of the term of the
Company as provided herein and any attempt by a Member to withdraw, retire or
resign from the Company prior to the expiration of the term shall be null and
void.
ARTICLE VI
MANAGEMENT OF THE COMPANY
6.1 MEMBER-MANAGED. The Company shall be a "member-managed" limited
liability company as such term is defined in the Act. The management and control
of the Company shall rest with the Members exclusively in their membership
capacity. The Members shall have all the rights and powers that may be possessed
by Members under the Act (as modified by this Agreement or the Articles).
6.2 OFFICERS TO ACT FOR COMPANY. Each Member has the power to bind the
Company as an agent in the normal course of business of the Company. However,
the Members covenant and agree that they will not exercise such authority except
in their capacity as officers of the Company, it being the intention of the
Members that all actions taken by the Company shall be taken through its
officers.
ARTICLE VII
OFFICERS
7.1 OFFICERS. The Company shall at all times have at least two
officers, those being the Chief Manager and the Secretary. The Company may have
additional officers who shall perform such duties as may be prescribed by the
Members upon their election. An officer of the Company need not be a Member.
7.2 DUTIES OF THE PERSON HOLDING THE OFFICE OF CHIEF MANAGER. The Chief
Manager shall have the duty to manage the day-to-day operations of the Company
and to perform other duties customarily performed by a chief executive officer.
The Chief Manager may also be referred to as the Chief Executive Officer and/or
President of the Company. The initial Chief Manager shall be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
7.3 DUTIES OF THE PERSON HOLDING THE OFFICE OF SECRETARY. The Secretary
shall have the duty to maintain the records of all proceedings of the Members
and to perform other duties customarily performed by a secretary. The initial
Secretary shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
7.4 ELECTION OF OFFICERS. All officers, including the Chief Manager and
the Secretary, shall be elected by the Members.
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7.5 COMPENSATION OF OFFICERS. No officer shall receive any compensation
from the Company without the prior approval of the Members.
7.6 REMOVAL AND RESIGNATION OF OFFICERS. The Members may remove any
officer, including the Chief Manager and the Secretary, with or without cause.
The Members may eliminate any officer position other than that of the Chief
Manager and the Secretary. Any officer may resign upon 30 days prior written
notice to the Members, but such resignation shall not affect such person's
status, if any, as a Member. Upon the death, resignation or removal of the Chief
Manager, the Members shall immediately vote to appoint a new Chief Manager. Upon
the death, resignation or removal of the Secretary, the Members shall
immediately vote to appoint a new Secretary.
7.7 OTHER ACTIVITIES. Any officer or Member may engage in other
activities, including those of a nature which are the same as or similar to the
business of the Company, without any duty or obligation to account to the
Company in connection therewith.
ARTICLE VIII
INDEMNIFICATION
The Company shall indemnify all of its officers, employees and Members
to the fullest extent of and in accordance with the Act as now in effect or
hereafter amended.
ARTICLE IX
FISCAL MATTERS
9.1 BOOKS AND RECORDS. Full and accurate books and records of the
Company shall be maintained at its principal executive office showing all
receipts and expenditures, assets and liabilities, profits and losses, and all
other records necessary for recording the Company's business, operations and
affairs. All Members shall have access at reasonable times to the books and
records of the Company, during regular business hours, at the Company's
principal executive office.
9.2 FISCAL YEAR. The fiscal year of the Company shall end on December
31 of each year.
9.3 BANK ACCOUNTS. All funds of the Company shall be deposited in its
name at its principal financial institution, or at any other financial
institutions approved by the Members.
ARTICLE X
TRANSFER OF MEMBERSHIP INTERESTS
10.1 TRANSFER RESTRICTIONS. No Member may sell, assign, encumber,
pledge, grant a security interest in or otherwise dispose of, voluntarily or
involuntarily, in whole or in part, its Membership Interest without the prior
written consent of a majority of the remaining Members, and any attempt to do so
shall be void and of no force or effect, and shall constitute a breach of this
Agreement. In the event that, pursuant to this Article 10, any Member transfers
or assigns its Membership Interest to any person or entity other than one or
more of the other Members or the
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Company, no such transfer shall become effective until the proposed transferee
agrees in writing to assume and be bound by all the obligations and restrictions
to which the transferor Member is subject under the terms of this Agreement and
any further agreement with respect to the business of the Company.
10.2 MEMBER RESIGNATION. Any Member may resign from the Company at any
time upon not less than six (6) months' prior written notice to each other
Member. No Member shall be entitled to any distribution from the Company as a
result of his resignation. A resigned Member shall have no right to vote on any
matter to be determined by the Members. A resigned Member shall have no
liability or obligation to make any additional contribution of capital to the
Company determined by the Members subsequent to his resignation.
10.3 EXPULSION OF A MEMBER. The Members and the Company shall not have
any power or authority to expel any Member for any reason, whether with or
without cause.
ARTICLE XI
TERM, DISSOLUTION, WINDING UP, TERMINATION
11.1 TERM. The term of the Company shall commence on the date as of
which the Articles were filed with the Secretary of the State of Tennessee and
shall continue for 50 years therefrom, unless earlier terminated in accordance
with the provisions hereof or as provided by law.
11.2 EVENTS CAUSING DISSOLUTION. The occurrence of any event listed in
Section 48-245-101(a)(5)(A)-(K) of the Act (or any successor sections) shall not
cause the dissolution of the Company. The Company shall be dissolved and its
affairs wound up only:
(a) Upon the expiration of the term of the Company stated
above; or
(b) Upon the written consent of Members holding a majority of
the Percentage Interests in the Company.
11.3 WINDING UP AFFAIRS UPON DISSOLUTION. Upon dissolution of the
Company, the officers or the other persons required or permitted by law to carry
out the winding up of the affairs of the Company shall cause the following steps
to be taken:
(a) NOTIFY MEMBERS. The Company shall promptly notify all
Members of such dissolution and proceed to wind up the affairs of the
Company.
(b) FILE NECESSARY DOCUMENTS. The Company shall prepare and
file all instruments or documents required by law to be filed to
reflect the dissolution of the Company.
(c) PAY CREDITORS. The Company shall pay all outstanding
liabilities and expenses of the Company.
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(d) ESTABLISH RESERVES. The Company shall establish such
reserves for unknown or contingent liabilities as are appropriate.
(e) DISTRIBUTE REMAINING ASSETS TO MEMBERS. For any period
during which the Company is a disregarded entity for federal income tax
purposes, the Company shall distribute any remaining assets to its
Member. For any period during which the Company is a partnership for
federal income tax purposes, the Company shall distribute any remaining
assets to the Members in accordance with their respective capital
accounts (after giving effect to the allocation of all Profits and
Losses). No Member shall be obligated to contribute cash or property to
restore a negative capital account balance during the existence of the
Company or upon its dissolution and liquidation.
(f) TERMINATION. The Members shall officially terminate the
Company when its affairs have been wound up and the distribution of its
assets has been completed.
ARTICLE XII
GENERAL PROVISIONS
12.1 WAIVER OF RIGHT TO PARTITION. As a material inducement to each
Member to execute this Agreement, each Member covenants and represents to each
other Member that, during the existence of the Company, no Member, nor his
heirs, representatives, successors, transferees or assigns, shall attempt to
make any partition of any Company assets, whether now owned or hereafter
acquired, and each Member waives all rights of partition provided by statute or
principles of law or equity, including partition in kind or partition by sale.
12.2 NOTICES. All notices, consents, waivers, directions, requests,
votes or other instruments or communications provided for under this Agreement
shall be in writing, signed by the party giving the same, and shall be deemed
properly given three (3) business days after mailing if sent by hand delivery or
by United States mail, postage prepaid, addressed:
(a) TO THE COMPANY
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(b) TO THE MEMBERS. In the case of any Member, to the address
of such Member set forth in the records of the Company.
12.3 INTEGRATION. This Agreement embodies the entire agreement and
understanding among the Members and supersedes all prior agreements and
understandings, if any, among and between the Members relating to the subject
matter hereof.
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12.4 APPLICABLE LAW. This Agreement and the rights of the Members shall
be governed by and construed and enforced in accordance with the substantive
laws of the State of Tennessee.
12.5 SEVERABILITY. In case any one or more of the provisions contained
in this Agreement or any application thereof shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and any other application thereof shall
not in any way be affected or impaired thereby.
12.6 BINDING EFFECT. Except as herein otherwise provided to the
contrary, this Agreement shall be binding upon, and inure to the benefit of, the
Members and their respective heirs, executors, administrators, successors,
transferees and assigns.
12.7 TERMINOLOGY. As the context may require, all personal pronouns
used in this Agreement, whether used in the masculine, feminine or neuter
gender, shall include all other genders, and the singular shall include the
plural, as appropriate. Titles of Articles and Sections are for convenience only
and neither limit nor amplify the provisions of this Agreement itself.
12.8 AMENDMENT. This Agreement may be amended, modified or supplemented
only by a writing executed by the holders of all of the Governance Rights and
Financial Rights.
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IN WITNESS WHEREOF, this Agreement is hereby executed and effective as
of the date first set forth above.
CCA OF TENNESSEE, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Its: Vice President, Treasurer
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SCHEDULE A
TO
OPERATING AGREEMENT
MEMBERS
Name Percentage Interest
---- -------------------
CCA of Tennessee, Inc., a Tennessee 100%
corporation