Exhibit 3.12
LIMITED LIABILITY COMPANY AGREEMENT
OF
AVIS CAR RENTAL GROUP, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of Avis Car
Rental Group, LLC (the "Company") dated as of this 12th day of January, 2006,
is adopted, executed and entered into by Cendant Car Rental Group, LLC, as the
sole member of the Company (the "Member").
RECITAL
The Company has been formed in accordance with Section 266 of the General
Corporation Law of the State of Delaware (as from time to time amended and
including any successor statute of similar import, the "DGCL") and the Delaware
Limited Liability Company Act, 6 Del. C. Section 18-101 et seq. (as from time
to time amended and including any successor statute of similar import, the
"Act") by converting Avis Car Rental Group, Inc. a Delaware corporation, into
the Company and the Certificate of Conversion and Certificate of Formation (as
defined herein) have been filed in the Office of the Secretary of State of the
State of Delaware in conformity with the DGCL and the Act.
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. A certificate of
formation for the Company as described in Section 18-201 of the Act (the
"Certificate of Formation") has been filed in the Office of the Secretary of
State of the State of Delaware in conformity with the Act.
1.2 Name. The name of the Company shall be "Avis Car Rental Group, 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company's Registered Agent at such address
shall be Corporation Service Company.
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
---- -------
Cendant Car Rental Group, LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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.
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(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 one (1) to five (5) individuals (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 two (2) members and the
individuals serving as Managers are set forth on Exhibit A (which shall be
updated and amended, as appropriate, from time to time to reflect the
composition of the Board at that time).
(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 Member.
(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) Meetings of the Board may be called by any Manager upon two (2) days
prior written notice to each Manager. The presence of a majority of the
Managers then in office shall constitute a quorum at any meeting of the Board.
All actions of the Board shall require the affirmative vote of a majority of
the Managers then in office.
(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. Notice of any meeting may be waived by any Manager.
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.
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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. 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.
ARTICLE V
Profits, Losses and Distributions
5.1 Profits and Losses. For financial accounting 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 and its affairs wound up upon the occurrence
of any of the following events (each, an "Event of Dissolution"):
(a) The Member votes for dissolution; or
(b) A judicial dissolution of the Company under Section 18-802 of the
Act.
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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 executed by the person or 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
Exculpation and Indemnification
8.1 Exculpation. Notwithstanding any other provisions of this Agreement,
whether express or implied, or any obligation or duty at law or in equity, none
of the Member, Managers, or any officers, directors, members (or stockholders),
partners, employees, affiliates, representatives or agents of any of the
foregoing, nor any officer, employee, representative or agent of the Company
(individually, a "Covered Person" and, collectively, the "Covered Persons")
shall be liable to the Company or any other person for any act or omission (in
relation to the Company, its property or the conduct of its business or
affairs, this Agreement, any related document or any transaction or investment
contemplated hereby or thereby) taken or omitted by a Covered Person in the
reasonable belief that such act or omission is in or is not contrary to the
best interests of the Company and is within the scope of authority granted to
such Covered Person by the Agreement, provided such act or omission does not
constitute fraud, willful misconduct, bad faith, or gross negligence.
8.2 Indemnification. To the fullest extent permitted by law, the Company
shall indemnify and hold harmless each Covered Person from and against any and
all losses, claims, demands, liabilities, expenses, judgments, fines,
settlements and other amounts arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal, administrative or investigative
("Claims"), in which the Covered Person may be involved, or threatened to be
involved, as a party or otherwise, by reason of its management of the affairs
of the Company or which relates to or arises out of the Company or its
property, business or affairs. A Covered Person shall not be entitled to
indemnification under this Section 8.2 with respect to (i) any Claim with
respect to which such Covered Person has engaged in fraud, willful misconduct,
bad faith or gross negligence or (ii) any Claim initiated by such Covered
Person unless such Claim (or part thereof) (A) was brought to enforce such
Covered Person's rights to indemnification hereunder or (B) was authorized or
consented to by the Board. Expenses incurred by a Covered Person in defending
any Claim shall be paid by the Company in advance of the final disposition of
such Claim upon receipt by the Company of an undertaking by or on behalf of
such Covered Person to repay such amount if it shall be ultimately determined
that such Covered Person is not entitled to be indemnified by the Company as
authorized by this Section 8.2.
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8.3 Amendments to Article VIII. Any repeal or modification of this Article
VIII by the Member shall not adversely affect any rights of such Covered Person
pursuant to this Article VIII, including the right to indemnification and to
the advancement of expenses of a Covered Person existing at the time of such
repeal or modification with respect to any acts or omissions occurring prior to
such repeal or modification.
ARTICLE IX
Miscellaneous
9.1 Tax Treatment. Unless otherwise determined by the Member, the Company
shall be a disregarded entity for U.S. federal income tax purposes (as well as
for any analogous state or local tax purposes), and the Member and the Company
shall timely make any and all necessary elections and filings for the Company
to be treated as a disregarded entity for U.S. federal income tax purposes (as
well as for any analogous state or local tax purposes).
9.2 Amendments. Amendments to this Agreement and to the Certificate of
Formation 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.
9.3 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.
9.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws thereof.
9.5 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 Delaware or any other laws.
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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of
the day first above written.
Cendant Car Rental Group, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Person
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EXHIBIT A
BOARD OF MANAGERS
F. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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