EXHIBIT 3.44
LIMITED LIABILITY COMPANY AGREEMENT
OF
EXPO MAGAZINE, LLC
February 6, 1998
LIMITED LIABILITY COMPANY AGREEMENT
OF
EXPO MAGAZINE, LLC
February 6, 1998
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EXPO Magazine, LLC, a Delaware limited liability company (the
"Company"), has been formed by Xxxxxx Publishing, LLC, a Delaware limited
liability company (the "Member"), to operate the business (the "EXPO Magazine
Business") previously operated by Xxxxxx Convention Publishing, Inc., a Missouri
corporation ("Xxxxxx").
The following are the terms of the Company's limited liability company
agreement.
1. Business. The Company shall own and operate the EXPO Magazine
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Business and shall conduct all activities relating to the EXPO Magazine Business
that the Member determines appropriate.
2. Management of the Company
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2.1 Management by Board. The business and affairs of the Company
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shall be managed under the direction of a board of managers consisting of three
members. The board of managers shall act by majority vote of the total number of
members of the board. The members of the board of managers shall be designated
by the Member. The Member hereby designates Ian X.X. Xxxxxx, Xxxxx X. Xxxxx and
Xxxxxx X. Xxxx as the initial members of the board of managers. Action may be
taken by the board of managers at a meeting (at which members of the board may
participate in person or by telephone), by polling members of the board without
a meeting, or by a writing signed by a majority of the members of the board of
managers, except that no action may be taken by a writing unless all members of
the board are first given notice of, and a reasonable opportunity to comment
upon, the proposed action. The board of managers shall hold meetings at such
intervals, and shall adopt such rules of procedure, as it may from time to time
determine. Any member of the board of managers may designate another person to
act as his substitute at any meeting or in connection with any action to be
taken by the board of managers. Members of the board of managers shall not be
compensated for their services as such.
2.2 Officers. The board of managers may appoint such officers of
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the Company as the board of managers determines desirable, including, but not
limited to, a chairman, a chief executive officer, a president, one or more
vice-presidents, a secretary, a treasurer, and one or more assistant secretaries
and assistant treasurers. The officers of the Company need not be members of the
Company and shall have the powers and duties delegated
to them by the board of managers. Officers of the Company shall serve at the
pleasure of the board of managers.
2.3 Persons Employed by the Company. The board of managers may
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cause the Company to employ and compensate such persons, firms or corporations,
including, but not limited to, accountants and attorneys, as it deems advisable
or necessary to carry on, assist or promote the Company's business. In addition,
the Member may utilize the services of persons employed by related persons or
entities for tax, accounting, personnel and other similar services rendered to
the Company. The fact that the Member, or any member of the board of managers or
a person associated with the Member or any member of the board of managers, is
employed by, or is directly or indirectly interested in or connected with, any
person, firm or corporation employed by the Company to render or perform any
service shall not prohibit the board of managers from employing or otherwise
dealing with that person, firm or corporation, and the Company shall not have
any rights in or to any income or profits derived therefrom.
2.4 Other Activities of Members. The members of the board of
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managers or the Member may engage or have an interest in other business ventures
of any kind, independently or with others, and the Company shall not have any
rights in or to those independent ventures.
3. Capital Contributions.
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3.1 Capital Contributions.
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(a) At such time as the Member determines, the Member shall
contribute to the Company all of the assets of the EXPO Magazine Business,
subject to the liabilities of the EXPO Magazine Business.
(b) Except as provided in this section 3.1, the Member shall
not be required to make any capital contribution to the Company.
3.2 No Withdrawals. The Member shall not be entitled to withdraw
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any part of its capital account or capital contribution or to receive any
distribution from the Company except as expressly provided in this agreement.
3.3 No Liability for Capital Contributions. The Member shall not
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be required to pay to the Company any deficit in its capital account (upon
dissolution or otherwise). The Member shall not have the right to demand or
receive cash or other property for its interest in the Company.
3.4 No Interest. The Member shall not receive any interest on
its capital contributions or capital account.
4. Distributions.
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Distributions shall be made to the Member at the time or times
determined by the Member.
5. Transfers; Resignation.
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The Member may not sell, transfer, assign, pledge or otherwise
dispose of or encumber its interest in the Company, except that the Member may
pledge its interest to First Union National Bank, as Administrative Agent,
pursuant to the Credit Agreement dated as of October 9, 1997. The Member may not
resign from the Company prior to the dissolution and winding up of the Company.
6. Exculpation; Indemnification.
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6.1 Exculpation. To the extent not inconsistent with applicable
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law, neither the Member, nor any member of the board of managers, nor any of its
officers, directors, employees or affiliates, nor any officer of the Company,
shall be liable, responsible or accountable in damages or otherwise to the
Company or to the Member for any action taken or for any failure to act on
behalf of the Company after the date hereof in connection with the business or
operations of the Company, unless the act or omission constituted gross
negligence, willful misconduct or a breach of a fiduciary duty to the Company
and the Member.
6.2 Indemnification. To the extent not inconsistent with
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applicable law, the Company shall indemnify and hold harmless the Member and any
member of the board of managers and its officers, directors, employees and
affiliates, and all of the Company's officers, from any loss, liability, damage
or expense (including, but not limited to, any judgment, award or settlement and
reasonable attorneys' fees and other costs or expenses incurred in connection
with the defense of any actual or threatened action, proceeding or claim)
arising out of (a) any acts or omissions or alleged acts or omissions in
connection with their activities or the activities of any of their respective
employees or agents on behalf of the Company after the date hereof or in
connection with the business or operations of the Company after the date hereof,
and (b) any liability imposed upon any of them under any statute, rule or
regulation (including, but not limited to, any statute, rule or regulation
relating to environmental matters) applicable to the Company, or its officers,
directors or employees; provided that the acts or omissions or the alleged acts
or omissions upon which the action or threatened action, proceeding or claim is
based did not constitute gross negligence, willful misconduct or a breach of a
fiduciary duty to the Company and the Member by the indemnified party.
Reasonable expenses incurred by any such indemnified party in connection with
the matters referred to above may be paid or reimbursed by the Company in
advance of the final disposition of the proceeding upon receipt by the Company
of (i) a written affirmation by the indemnified party of his or its good faith
belief that he or it met the standard of conduct necessary for indemnification
by the Company, and (ii) a written undertaking by or on behalf of the
indemnified party to repay such amount if it shall ultimately be determined by a
court of competent jurisdiction that he or it has not met that standard of
conduct.
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7. Duration of Company. The Company shall continue in existence
until the earlier of (a) December 31, 2010 and (b) the date the Company is
dissolved in accordance with section 8.
8. Dissolution; Liquidation.
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8.1 Dissolution
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The Company shall be dissolved prior to December 31, 2010 only upon the
occurrence of one of the following events:
(a) the election by the Member to dissolve the Company;
(b) the termination of the Company's business as a result of
the sale or other disposition by the Company of substantially all of its
business and assets; or
(c) the bankruptcy or dissolution of the Member, or the
occurrence of any event which terminates the continued membership of the Member
in the Company.
8.2 Liquidation and Distribution of Assets. Upon dissolution of
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the Company, the Member shall proceed to sell or liquidate the assets (to the
extent feasible) within a reasonable time and, after paying or making provision
for all liabilities to creditors of the Company, shall distribute the Company's
cash and other assets to the Member.
9. Accounting and Tax Matters.
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9.1 Fiscal Year. The Company's fiscal year shall be the calendar
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year unless changed by the Member.
9.2 Books of Account, etc. Complete and accurate books of
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account shall be kept by the Company at its principal office (or at such other
office as the Member may designate) and the Member shall have the right to
inspect those books during normal business hours. The Company's books of account
shall be kept on the cash or accrual basis of accounting, as the Member may
determine, in accordance with sound accounting practices and principles applied
in a consistent manner by the Company; all methods of accounting and treatment
of particular transactions reflected on these books shall be in accordance with
the methods of accounting employed for federal income tax purposes. The
determinations of the Member with respect to the treatment of any item or its
allocation for federal, state or local income tax purposes shall be binding upon
the Member so long as that determination is not inconsistent with any express
provision of this agreement.
9.3 Reports. The Company shall use its best efforts to furnish
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to the Member, within (a) 30 days after the end of each month, unaudited monthly
and year-to-date statements of income and a balance sheet as of the end of that
month, and (b) 90 days after the end of each fiscal year, unaudited financial
statements of the Company with respect to that year (including a balance sheet
of the Company as of the end of the year and a statement of
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income and capital accounts and a statement of changes in financial position of
the Company for the year).
9.4 Tax Information. Not later than the date of delivery of the
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annual financial statements pursuant to section 9.3, the Member shall cause the
Company's accountants to furnish to the Member any information required by the
Member to complete any income tax return that it is required to file for that
year. The Company shall also furnish tax information to the Member on an interim
basis to the extent the Member determines appropriate.
9.5 Tax Allocations. For federal, state and local income tax
purposes, all items of income, deduction, gain and loss shall be allocated to
the Member.
9.6 Capital Accounts. For the purpose of this agreement, the
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balance of the capital account ("Capital Account") of the Member shall be
determined on the basis of an account maintained for the Member as part of the
books of account of the Company. The amount of the Member's Capital Account
shall be equal to the aggregate amount of cash and the fair market value of
property contributed to the Company by the Member, and shall be increased by the
Member's share of income and gains of the Company, and shall be decreased by (a)
the aggregate amount of cash and the fair market value of any property
distributed by the Company (less any liabilities assumed with respect to such
distribution) to the Member and (b) the Member's share of losses of the Company.
9.7 Elections. To the extent that the Company may make elections
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for federal, state or local income tax purposes, the elections shall be made in
a manner best calculated, in the opinion of the Member, to minimize the cash
requirements of the Company and the Member. The Member shall treat all Company
items on its federal, state or local income tax returns in a manner consistent
with the treatment of the item on the Company's federal, state or local income
tax return.
10. Miscellaneous
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10.1 Entire Agreement; Amendment. This agreement contains a
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complete statement of the arrangements with respect to the Company, supersedes
all prior arrangements and understandings with respect to the Company, and may
not be amended except by a writing executed by the Member.
10.2 Notices. Any notice or other communication under this
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agreement shall be in writing and shall be considered given when delivered in
person or sent by facsimile, one day after being sent by a major overnight
courier, or four days after being mailed by registered mail, return receipt
requested, at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000. Fax (000) 000-0000.
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10.3 Governing Law. This agreement shall be governed by and
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construed in accordance with the law of the State of Delaware applicable to
agreements made and to be performed entirely in Delaware.
10.4 Definition. As used in this agreement, the term "affiliate"
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means any person or entity directly or indirectly controlled by, controlling, or
under common control with, any other person or entity.
10.5 Severability. If any provision of this agreement is invalid
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or unenforceable, the balance of this agreement shall remain in effect and shall
be enforceable to the maximum extent permitted by law, and if any provision is
inapplicable to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
10.6 Headings. The headings in this agreement are solely for the
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convenience of reference and shall not affect its interpretation.
10.7 Other Action. The Member shall execute and deliver such
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additional documents and instruments, and shall perform such additional acts, as
may be necessary or appropriate to carry out the terms of this agreement.
10.8 Waiver of Action for Partition. The Member irrevocably
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waives, during the term of the Company, any right it may have to maintain any
action for partition with respect to the Company or any property of the Company.
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10.9 Third Party Beneficiaries. Nothing in this agreement, express
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or implied, is intended or shall be construed to give anyone other than the
parties to this agreement or their respective successors or permitted assigns
any legal or equitable right, remedy or claim under or in respect of any
provision contained in this agreement.
XXXXXX PUBLISHING, LLC
By:______________________________________
Ian X.X. Xxxxxx
Manager
By:______________________________________
Xxxxxx X. Xxxx
Manager
By:_______________________________________
Xxxxx X. Xxxxx
Manager
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