EXHIBIT 3.22
OPERATING AGREEMENT FOR DOMINO'S PIZZA CALIFORNIA LLC
This operating agreement is made on __________________ among the
DOMINO'S PIZZA CALIFORNIA LLC, a California Limited Liability Company (the
"Company"); the entities executing this Operating Agreement as members of the
Company; and all of those who shall later be admitted as members (individually,
a "Member," and collectively, the "Members") who agree as follows:
ARTICLE I
ORGANIZATION
1.1 Formation. The Company has been organized as a California Limited
Liability Company under the Xxxxxxx Xxxxxx Limited Liability Act, California
Corporations Code ss.17050, et seq., as amended (the "Act"), by the filing of
Articles of Organization ("Articles") with the Secretary of State of California
as required by the Act.
1.2 Name. The name of the Company is the DOMINO'S PIZZA CALIFORNIA LLC.
The Company may also conduct its business under one or more assumed names.
1.3 Purposes. The purpose of the Company is to engage in any activity
for which limited liability companies may be formed under the Act, including the
operation of pizza stores, food commissary facilities, the ownership and
improvement of real property related thereto and all other lawful businesses
solely within the state of California. The Company shall have all the powers
necessary or convenient to effect any purpose for which it is formed, including
all powers granted by the Act.
1.4 Duration. The Company shall be perpetual unless otherwise stated in
the Articles or until the Company dissolves and its affairs are wound up in
accordance with the Act or this Operating Agreement.
1.5 Agent for Service of Process. The Agent of the Company for service
of process shall be as designated in the initial or amended Articles. The Agent
may be changed from time to time. Any such change shall be made in accordance
with the Act. If the Agent resigns, the Company shall promptly appoint a
successor.
1.6 Intention for Company. The Members have formed the Company as a
limited liability company under the Act. The Members specifically intend and
agree that the Company not be a partnership (including a limited partnership) or
any other venture, but a limited liability company under and pursuant to the
Act. No Member or Manager shall be construed to be a partner in the Company or a
partner of any other Member, Manager, or person, and the Articles, this
Operating Agreement, and the relationships created by and arising from them
shall not be construed to suggest otherwise.
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ARTICLE II
BOOKS, RECORDS, AND ACCOUNTING
2.1 Books and Records. The Company shall maintain complete and accurate
books and records of the Company's business and affairs as required by the Act
and such records shall be kept at the locations determined by the Company.
2.2 Fiscal Year; Accounting. The Company's fiscal year and the
particular accounting methods and principles to be followed by the Company shall
be selected by the Members from time to time.
2.3 Member's Accounts. The Company shall maintain separate Capital
Accounts for each Member. Each Member's Capital Account shall reflect the
Member's capital contributions and increases for the Member's share of any net
income or gain of the Company. Each Member's Capital Account shall also reflect
decreases for distributions made to the Member and the Member's share of any of
the Company's losses and deductions.
ARTICLE III
MEETINGS OF MEMBERS
3.1 Voting. All Members shall be entitled to vote on any matter
submitted to a vote of the Members. The Members shall have the right to vote on
all of the following: (a) the dissolution of the Company pursuant to this
Operating Agreement; (b) the merger of the Company; (c) an amendment to the
Articles; (d) a transaction with the Company or a transaction connected with the
conduct or winding up of the Company; (e) the sale, exchange, lease, or other
transfer of all or substantially all of the Company's assets other than in the
ordinary course of business, (f) such other matters as may come before the
Members.
3.2 Required Vote. Unless a greater vote is required by the Act or the
Articles, the affirmative vote of a majority of the Sharing Ratios of all the
Members entitled to vote on such matter is required.
3.3 Meetings. An annual meeting of Members for the transaction of such
business as may properly come before the meeting shall be held at the time,
date, and place that the Members shall determine.
3.4 Consent. Any action required or permitted to be taken at an annual
or special meeting of the Members may be taken by consent or approval without a
meeting or prior notice. The consent or approval must be in writing, set forth
the action to be taken, and be signed by the Members having at least the minimum
number of votes necessary to authorize or take such an action at a meeting at
which all membership interests entitled to vote on the action are present and
voting. Every written consent or approval shall also bear the date of when each
Member signed the consent. Prompt notice of the taking of action without a
meeting by less than unanimous written consent of the members entitled to vote
shall be given to all Members who did not consent to or approve the action.
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ARTICLE IV
MANAGEMENT
4.1 Management of Business. The Company shall be managed by the
Members. The Members may appoint day to day management if they so determine but
this appointment shall not be construed to limit the rights of the Members to
manage the Company.
4.2 General Powers of Members. Each Member has the power, on behalf of
the Company, to do all things necessary or convenient to carry out the Company's
business and affairs, including the power to (a) purchase, lease, or otherwise
acquire any real or personal property; (b) sell, convey, mortgage, grant a
security interest in, pledge, lease, exchange, or otherwise dispose of or
encumber any real or personal property; (c) open one or more depository accounts
and make deposits into, write checks against, and make withdrawals against such
accounts; (d) borrow money and incur liabilities and other obligations; (e)
enter into any and all agreements and execute any and all contracts, documents,
and instruments; (f) engage employees and agents and define their respective
duties and compensation; (g) establish pension plans, trusts, profit-sharing
plans, and other benefit and incentive plans for Members, employees, and agents
of the Company; (h) obtain insurance covering the business and affairs of the
Company and its property, and on the lives and well-being of its Members,
employees, and agents; (i) begin, prosecute, or defend any proceeding in the
Company's name; and (j) participate with others in partnerships, joint ventures,
and other associations and strategic alliances.
ARTICLE V
DISSOLUTION AND WINDING UP
5.1 Continuity of Life -- Continuation of Company after Disassociation.
Notwithstanding the withdrawal, expulsion, bankruptcy, or dissolution of a
Member or the occurrence of any other event that terminates the continued
membership of a Member in the Company, the Company's business and affairs shall
continue and shall not be dissolved or terminated, pursuant to and in accordance
with the Act. On a Member's withdrawal, expulsion, bankruptcy, or dissolution,
the Company shall purchase, and the holder shall sell, the disassociating
Member's Membership Interest in the Company at its book value, determined in
accordance with generally accepted accounting principles consistently applied.
The sale and purchase shall be completed within ninety (90) days of any such
event.
5.2 Dissolution. The Company shall dissolve and its affairs shall be
wound up on the first to occur of the following events only: (a) at any time
specified in the Articles; (b) on the occurrence of any event specified in the
Articles; or (c) on the unanimous consent of all the Members.
5.3 Winding Up. On dissolution, the Company shall cease carrying on its
business and affairs and shall begin to wind them up. The Company shall complete
the winding up as soon as practicable. On the winding up of the Company, its
assets shall be distributed first to creditors, to the extent permitted by law,
in satisfaction of Company debts, liabilities, and obligations, and then
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to Members and former Members. Distributions to Members and former Members shall
be made first to satisfy liabilities for distributions and then in accordance
with the Members' Sharing Ratios. The proceeds shall be paid to the Members
within ninety (90) days after the date of the winding up.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Terms. Nouns and pronouns will be deemed to refer singular, and
plural, as the identity of the firm, or corporation may in the context require.
6.2 Article Headings. The article headings contained in this Operating
Agreement have been inserted only as a matter of convenience and for reference
and in no way shall be construed to define, limit, or describe the scope or
intent of any provision of this Operating Agreement.
6.3 Counterparts. This Operating Agreement may be executed in several
counterparts, each of which will be deemed an original, but all of which will
constitute one and the same.
6.4 Severability. The invalidity or unenforceability of any particular
provision of this Operating Agreement shall not affect the other provisions, and
this Operating Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.
6.5 Amendment. This Operating Agreement may be amended or revoked at
any time by a written agreement executed by all of the parties to this Operating
Agreement. No change or modification to this Operating Agreement shall be valid
unless made in writing and signed by all the parties to this Operating
Agreement.
The parties have executed this Operating Agreement on the dates set
below their names, to be effective on the date listed on the first page of this
Operating Agreement.
DOMINO'S PIZZA CALIFORNIA LLC
By: DP CA CORP, INC.
Its: Member
By:
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Xxxxx Xxxxxxxxx
Dated:
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DP CA CORP INC.
By:
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XXXXX XXXXXXXXX
Dated:
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DP CA COMM INC.
By:
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XXXXX XXXXXXXXX
Dated:
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