EXHIBIT 3.2.3
EKCO GROUP, LLC
LIMITED LIABILITY COMPANY AGREEMENT
This Limited Liability Company Agreement, dated as of January 28, 2003
(this "Agreement"), of EKCO Group, LLC, a Delaware limited liability company
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(the "Company"), is hereby entered into by and between the Company and WKI
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Holding Company, Inc., a Delaware corporation (the "Sole Member").
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1. FORMATION. The Company was formed pursuant to the requirements of
the Delaware Limited Liability Company Act (6 Del. C. Sections 18-101, et.
seq.) (the "Act") with the filing of its Certificate of Formation
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conforming to the requirements of the Act with the office of the Secretary
of State of the State of Delaware on January 28, 2003.
2. NAME. The name of the Company shall be EKCO Group, LLC.
3. PURPOSE. The purpose of the Company shall be to engage in any
lawful business permitted under the Act and other applicable law.
4. REGISTERED AGENT. The address of the Company's registered office in
the State of Delaware is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The name of the Company's registered agent at
such address is The Corporation Trust Company.
5. SOLE MEMBER; ADDITIONAL MEMBERS. The name and mailing address of
the Sole Member is as follows:
WKI Holding Company, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇. ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Company shall admit such additional members as shall be determined
from time to time by the Sole Member.
6. MEMBERSHIP INTERESTS; CERTIFICATES. Each member's interest in the
Company shall be specified on the Schedule of Members attached hereto as
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Exhibit A, and identified and held as units of membership interests of the
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Company ("Units"). The Company shall issue certificates for such Units to
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each member of the Company in a form determined by the Company, and such
Units shall be "securities," as defined in Article 8, Section 8-102(a)(15)
of the Uniform Commercial Code as adopted and in effect in the State of
Delaware, and shall be governed by such Article in all respects.
7. MANAGEMENT. Except as provided in Section 8, the management,
control and operation of the business and affairs of the Company shall be
vested exclusively with the
Sole Member. The Sole Member shall be a "manager" of the Company for
purposes of the Act. The Sole Member may exercise all powers of the Company
and do all such lawful acts and things as are not prohibited by the Act. No
officer or employee of the Company shall perform any act knowingly in
violation of an unrevoked action of the Sole Member taken in accordance
with the terms hereof.
8. OFFICERS. Subject to direction of the Sole Member, the day-to-day
administration of the business of the Company may be carried out by
employees and agents who may be designated as officers by the Sole Member,
with titles that may include but are not limited to "president," "vice
president," "treasurer," "assistant treasurer," "secretary," "assistant
secretary," "general manager," "managing officer," "general counsel,"
"officer" and "chief financial officer," as and to the extent authorized by
the Sole Member. The officers of the Company shall have such titles and
powers and perform such duties as shall be determined from time to time by
the Sole Member, and, subject to direction by the Sole Member, otherwise as
shall customarily pertain to such offices. The initial officers of the
Company are as listed on Exhibit B to this Agreement. The officers of the
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Company shall hold office until their successors are appointed by the Sole
Member, unless the Sole Member specifies otherwise. Any officer elected or
appointed by the Member may be removed at any time and any vacancy
occurring in any office of the Company may be filled by the Sole Member, in
its sole and absolute discretion. Any number of offices may be held by the
same person.
9. TERM; DISSOLUTION. The Company shall have perpetual existence,
unless sooner dissolved as hereinafter provided. The Company shall
dissolve, and its affairs shall be wound up upon the first to occur of the
following: (a) the written consent of the Sole Member and (b) the entry of
a decree of judicial dissolution under Section 18-802 of the Act.
10. INITIAL CAPITAL CONTRIBUTION. The Sole Member agrees to contribute
to the Company as its initial capital contribution $100, in cash, and no
other property.
11. ADDITIONAL CONTRIBUTIONS. The Sole Member, and any other members
hereafter admitted may, but shall not be required to, make additional
capital contributions to the Company.
12. ALLOCATION OF PROFITS AND LOSSES. The Company's profits and losses
shall be allocated to the Sole Member.
13. DISTRIBUTIONS. Distributions shall be made to the Sole Member in
the aggregate amounts, and at the times, determined by the Sole Member.
14. LIMITATION OF LIABILITY. Except as provided in the Act or as such
member shall expressly agree in writing, no member of the Company shall be
obligated personally for any debt, obligation or liability of the Company
or of any other member solely by reason of being a member of the Company.
In no event shall any member or former member (i) be obligated to make any
capital contribution or payment to or on behalf of the Company or (ii) have
any liability to return distributions received by such member from the
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Company, in each case, except as such member shall expressly agree in
writing or as may be required by applicable law.
15. TAX MATTERS. The Sole Member intends that the Company be
disregarded as a separate entity for all federal income tax purposes.
16. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
17. AMENDMENTS. This Agreement may not be modified, altered,
supplemented or amended except pursuant to a written agreement executed and
delivered by the Sole Member.
IN WITNESS WHEREOF, the undersigned have duly executed this Limited
Liability Company Agreement as of January 28, 2003.
THE COMPANY:
EKCO GROUP, LLC
By: WKI Holding Company, Inc.,
its Sole Member
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Secretary
THE SOLE MEMBER:
WKI HOLDING COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Secretary
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Exhibit A
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Schedule of Members
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WKI Holding Company, Inc. 100 Units
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Exhibit B
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Initial Officers of the Company
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WKI Holding Company, Inc. Manager
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ President & Chief Executive Officer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ VP, Supply Chain Operations
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior VP & Chief Financial Officer
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Vice President, Finance
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ VP, Secretary & General Counsel
▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President, Treasurer
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Assistant Secretary
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