EXHIBIT 3.6
OPERATING AGREEMENT
OF
XXXXXX-STANDARD AUTOMOTIVE FLUID SYSTEMS
MEXICO HOLDING LLC
Dated as of
December 23, 2004
OPERATING AGREEMENT OF
XXXXXX-STANDARD AUTOMOTIVE FLUID SYSTEMS MEXICO HOLDING LLC
TABLE OF CONTENTS
PAGE
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Article 1. Organization.....................................................1
1.1 Formation of the Company; Term................................1
1.2 Name..........................................................1
1.3 Purpose of the Company; Business..............................1
1.4 Principal Place of Business, Office and Agent.................1
1.5 Fictitious Business Name Statement; Other Certificates........1
Article 2. Definitions......................................................2
Article 3. Capitalization; Economics........................................2
3.1 Capital.......................................................2
3.2 Capital Accounts; Allocations.................................3
3.3 Interest......................................................3
3.4 Distributions.................................................3
3.5 Other Distributions...........................................3
Article 4. Management.......................................................3
4.1 Management by the Member and Officers.........................3
4.2 Officers of the Company.......................................3
4.3 Duties of the Officers........................................3
Article 5. General..........................................................3
5.1 Transfers of Interest.........................................3
5.2 Dissolution and Liquidation...................................4
5.3 Whole Agreement...............................................4
5.4 Governing Law.................................................4
5.5 Construction..................................................4
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OPERATING AGREEMENT
OF XXXXXX-STANDARD AUTOMOTIVE FLUID SYSTEMS
MEXICO HOLDING LLC
This declaration is the Operating Agreement dated as of December 23, 2004
made by Xxxxxx-Standard Automotive Inc., the sole member of the limited
liability company previously formed pursuant to a Certificate of Formation filed
by an authorized person, within the meaning of the LLC Act, on December 9, 1997,
as amended on June 3, 2004 and hereby governed by this Agreement. Unless the
context otherwise requires, terms that are capitalized and not otherwise defined
in context have the meanings set forth or cross referenced in Article 2 of this
Agreement.
ARTICLE 1. ORGANIZATION
1.1 FORMATION OF THE COMPANY; TERM. The Company is a limited liability
company under the LLC Act, and is governed by this Agreement. The Company is an
entity separate from its Member, created by the Certificate of Formation dated
as of December 10, 1997 and the execution and filing with the Secretary of State
of Delaware of such Certificate of Formation. Unless sooner dissolved and
liquidated by action of the Member, the Company is to continue in perpetuity.
1.2 NAME. The name of the Company is:
"Xxxxxx-Standard Automotive Fluid Systems Mexico Holding LLC"
1.3 PURPOSE OF THE COMPANY; BUSINESS. The purpose of the Company is to
carryon any lawful business, purpose or activity permitted by the LLC Act; and
to exercise all powers necessary or convenient to the conduct, promotion or
attainment of the business or purposes otherwise set forth herein.
1.4 PRINCIPAL PLACE OF BUSINESS, OFFICE AND AGENT. The registered office of
the Company in the State of Delaware shall be located at 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000. The name and address of the
registered agent of the Company for service of process on the Company in the
State of Delaware shall be The Corporation Trust Company, 0000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000. The principal places of business
and offices of the Company shall be located at, and the Company's business shall
be conducted from, such place or places as the Sole Member may from time to time
designate.
1.5 FICTITIOUS BUSINESS NAME STATEMENT; OTHER CERTIFICATES. The Member
will, from time to time, register the Company as a foreign limited liability
company and file fictitious or trade name statements or certificates in those
jurisdictions and offices that the Member considers necessary or appropriate.
The Company may do business under any fictitious business names approved by the
Member. The Member will, from time to time, file or cause to be filed
certificates of amendment, certificates of cancellation, or other certificates
as the Member reasonably considers necessary or appropriate under the Act or
under the law of any jurisdiction
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in which the Company is doing business to establish and continue the Company as
a limited liability company or to protect the limited liability of the Member.
ARTICLE 2. DEFINITIONS
AFFILIATE means, with respect to any person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the specified person. A Person controls another Person if that
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of the "controlled" Person, whether
through ownership of voting securities, by contract, or otherwise.
AGREEMENT means this Agreement as amended from time to time.
BANKRUPTCY means, with respect to any Person, that Person's filing a
petition or otherwise voluntarily commencing a case, or proceeding, or filing an
answer not denying the material allegations of a complaint in any proceeding
seeking relief under any federal or state bankruptcy, insolvency, or debtors'
reorganization law; being the voluntary or involuntary subject of an order for
relief by any court under any such law; or being adjudicated a "bankrupt,"
"debtor," or "insolvent" under any such law; or there being appointed under any
such law a "trustee," "receiver," or "custodian" to manager his, her, or its
business or properties; or there being commenced under any such law a case or
proceeding proposing such an order for relief, adjudication, or appointment with
respect to that Person or his, her, or its business, which proceeding is
consented to by that Person or that is not dismissed within ninety days after
being commenced.
COMPANY means Xxxxxx-Standard Automotive Fluid Systems Mexico Holding LLC.
FISCAL YEAR means the fiscal year of the Company as determined from time to
time, and, initially, means a fiscal year ending on December 31.
INTEREST means a membership interest in the Company, including any and all
benefits to which a Member is entitled under this Agreement and the obligations
of the Member under this Agreement.
LLC ACT means the Delaware Limited Liability Company Act, 6 Del. C.
Sections 18-101 et seq.
PERSON OR PERSON means any natural person and any corporation, firm,
partnership, trust, estate, limited liability company, or other entity resulting
from any form of association.
ARTICLE 3. CAPITALIZATION; ECONOMICS
3.1 CAPITAL. Upon the formation of the Company, the Member contributed to
the Company certain operating capital. The Member may, but is not required to,
make additional contributions to the capital of the Company. The Company is to
finance its operations independently of the Member and without its financial
support.
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3.2 CAPITAL ACCOUNTS; ALLOCATIONS. All items of income, gain, loss and
deduction will be allocated to the Member. The Company will keep a record of the
Member's contributions to the Company, the Company's income, gains, losses and
deductions, and its distributions to the Member.
3.3 INTEREST. Members are not to be paid interest on their capital
contribution(s) to the Company.
3.4 DISTRIBUTIONS. The Company will not make any distribution of cash,
except to the extent that the Company then has cash available in excess of the
sum of (1) amounts required to pay or make provision for all Company expenses,
plus (2) all reserves that the Member considers necessary or appropriate. To the
extent that the Member reasonably foresees that the Company will receive cash or
other consideration to satisfy liabilities that are not yet due and payable, the
Company is not required to establish reserves or make other provision to satisfy
those liabilities before making distributions to the Member.
3.5 OTHER DISTRIBUTIONS. In addition to distributions under Section 3.5,
but subject to the limitations of Section 3.4, prior to the winding-up and
liquidation of the Company, the Member may, in its discretion, direct the
Company to make distributions of cash or other property to the Member.
ARTICLE 4. MANAGEMENT
4.1 MANAGEMENT BY THE MEMBER AND OFFICERS. The Company shall be managed by
the Member and by the Officers appointed by the Member with respect to the
election, appointment and tenure of the Company's Officers.
4.2 OFFICERS OF THE COMPANY. (a) The Officers of the Company are:
Xxxxx X. Xxxxx President
Xxxxx X. Xxxxxxxx Vice President
Xxxxxxx X. Xxxxxxxx Secretary
(b) Each Officer serves until the earlier of his death, resignation or
removal. An Officer may be removed at any time by the Member. Any Officer may
resign at any time by delivering his written resignation to the Member.
4.3 DUTIES OF THE OFFICERS. In addition to obligations imposed by other
provisions of this Agreement, each Officer will devote to the Company such time
as is reasonably necessary and his best efforts to carry out the business of the
Company and to accomplish its purposes.
ARTICLE 5. GENERAL
5.1 TRANSFERS OF INTEREST. The Member will make no sale, exchange,
disposition or other transfer of their Interest (or any interest therein) until
this Agreement is amended to contemplate additional Members.
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5.2 DISSOLUTION AND LIQUIDATION. No event that would cause a dissolution of
an limited liability company under the Act will cause a dissolution of the
Company. If the Company is dissolved, all of its property will automatically
(without the need for any further action) become the property of the Member and
be distributed to the Member.
5.3 WHOLE AGREEMENT. This Agreement is the entire declaration of the Member
and will only be amended by a writing that refers to this Agreement.
5.4 GOVERNING LAW. This agreement is governed by and is to be construed
under the laws of Ohio, without giving effect to its rules of conflicts of laws.
5.5 CONSTRUCTION. The headings contained in this Agreement are for
reference purposes only and do not affect the meaning or interpretation of this
Agreement. All personal pronouns used in this Agreement, whether used in the
masculine, feminine or neuter gender, include all other genders. Unless
otherwise specifically states, references to Sections or articles refer to the
Sections and Articles of this Agreement.
[Signature page follows]
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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of
the date first above written.
XXXXXX-STANDARD AUTOMOTIVE
INC., Member
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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