LIMITED LIABILITY COMPANY AGREEMENT OF MODELING SOLUTIONS L.L.C.
Exhibit 3.24
LIMITED LIABILITY COMPANY
AGREEMENT
OF
MODELING SOLUTIONS L.L.C.
This Limited Liability Company Agreement (this “Agreement”) of Modeling Solutions
L.L.C. (the “Company”) is entered into and effective as of June 29, 2007, by Syscon Justice
Systems, Inc., a California corporation, as member (the “Member”).
WHEREAS, the Company was formed on May 15, 2006 pursuant to and in accordance with the Nevada
Limited Liability Company Act (Nev. Rev. Stat. Ch. 86, et seq.), as amended (the
“Act”).
WHEREAS, the Member desires to participate in the Company for the purpose described herein.
NOW THEREFORE, the Member, by execution of this Agreement, does hereby adopt this Agreement as
the limited liability company agreement of the Company upon the following terms and conditions.
1. Name. The name of the limited liability company is Modeling Solutions LLC.
2. Purpose. The Company is formed for the object and purpose of, and the nature of the
business to be conducted and promoted by the Company is, engaging in any lawful act or activity for
which limited liability companies may be formed under the Act, including, without limitation,
purchasing, investing in, financing, selling and otherwise dealing with direct and indirect
interests in real estate assets (including loans secured by or relating to real estate assets or
interests therein), other assets and in companies or entities owning such assets, and engaging in
any and all activities necessary or incidental to the foregoing.
3. Filings. On or before execution of this Agreement, an authorized person within the
meaning of the Act has executed, delivered and filed the Articles of Organization with the
Secretary of State of the State of Nevada pursuant to Nev. Rev. Stat. § 86.151. The
Member hereby ratifies and approves such filing of the Articles of Organization with the Secretary
of State of the State of Nevada. The Member is hereby designated as an authorized person within
the meaning of the Act. The Member shall have the right, power, and authority to execute, deliver
and file any other certificates (and any amendments and/or restatements thereof) necessary for the
Company to qualify to do business in a jurisdiction in which the Company may wish to conduct
business.
4. Registered Office. The address of the registered office of the Company is X000X0000
Xxxxxxxx Xxxx Xxxx, Xxxxxxxx, XX 00000.
5. Registered Agent. The name and address of the registered agent for service of process
on the Company in the State of Nevada is Paracorp, Inc., 000 Xxxxx Xxxxxx Xxxxxx # 000, Xxxxxx
Xxxx, XX 00000.
6. Fiscal Year. The fiscal year of the Company (the “fiscal year”) shall be the
calendar year, or in the case of the Company’s first and last fiscal years, the fraction thereof
commencing on the date of the filing of the Articles of Organization or the date the Company is
dissolved as provided in Section 10. The Member is authorized to make all elections for tax or
other purposes as it may deem necessary or appropriate.
7. Member. The Member is hereby admitted as the sole member of the Company. The name of
the Member is as set forth above in the preamble to this Agreement.
8. Management and Control. The Company shall be managed exclusively by the Member. The
Member shall have the right, power, authority and discretion acting alone to conduct the business
and affairs of the Company to take any and all actions (including, without limitation, executing,
delivering and performing on behalf of the Company any and all agreements, instruments,
certificates or other documents) and do any and all things necessary, desirable, convenient or
incidental to carry on the business and purposes of the Company, including, without limitation, (i)
to incur debt on behalf of the Company, (ii) to acquire or sell any assets of the Company, (iii) to
provide indemnities or guaranties in the name and on behalf of the Company, (iv) to enter into,
perform and carry out agreements, instruments, guaranties, indemnities, and contracts of any kind,
including, without limitation, contracts with any person or entity affiliated with the Company,
necessary to, in connection with, convenient to or incidental to the accomplishment of the purposes
of the Company, (v) to take any and all actions necessary, desirable, convenient or incidental for
the purpose of carrying out or exercising any of the powers of the Company, and (vi) to take any
and all other actions the Member deems necessary, desirable, convenient or incidental for the
furtherance of the objects and purposes of the Company, and shall have and may exercise all of the
powers and rights conferred upon a manager of a limited liability company formed pursuant to the
Act. The Member may from time to time delegate to one or more persons such authority as the Member
may deem advisable and may elect one or more persons as a manager, chairman, president, vice
president, secretary, treasurer or any other title of an officer of the Company, as determined by
the Member, to act on behalf of the Company with respect to any matter or matters delegated to such
person by the Member. The Member hereby delegates the authority to the Board of Directors, as may
be elected by the Member from time to time, to act on behalf of
the Company in all matters in which the Member may act. No such delegee or officer need be a
resident of the State of Nevada.
9. Exculpation and Indemnification. No Member or officer or other authorized agent of the
Company shall be liable to the Company, or any other person or entity who has an interest in the
Company, for any loss, damage or claim incurred by reason of any act or omission performed or
omitted by such person in good faith on behalf of the Company and in a manner reasonably believed
to be within the scope of the authority conferred on such person by this Agreement, except that
such person shall be liable for any such loss, damage or claim incurred by reason of such person’s
willful misfeasance or bad faith. In the event that the Member, or any of its direct or indirect
members, partners, directors, managing directors,
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officers, stockholders, employees, agents,
affiliates or controlling persons, or any officer of the Company (collectively, the
“Indemnified Persons”; and each an “Indemnified Person”), becomes involved, in any
capacity, in any threatened, pending or completed, action, suit proceeding or investigation, in
connection with any matter arising out of or relating to the Company’s business or affairs, to the
fullest extent permitted by applicable law, any legal and other expenses (including the cost of any
investigation and preparation) incurred by such Indemnified Person in connection therewith shall,
from time to time, be advanced by the Company prior to the final disposition of such action, suit,
proceeding or investigation upon receipt by the Company of an undertaking by or on behalf of the
Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified
Person is not entitled to be indemnified by the Company in connection with such action, suit
proceeding or investigation as provided in the exception contained in the next succeeding sentence.
To the fullest extent permitted by law, the Company also will indemnify and hold harmless an
Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties,
actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature
whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject
in connection with any matter arising out of or in connection with the Company’s business or
affairs, except to the extent that any such Costs result solely from the willful misfeasance or bad
faith of such Indemnified Person. If for any reason (other than the willful misfeasance or bad
faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified
Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid
or payable by such Indemnified Person as a result of such Costs in such proportion as is
appropriate to reflect not only the relative benefits received by the Company on the one hand and
such Indemnified Person on the other hand but also the relative fault of the Company and such
Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity
and contribution obligations of the Company under this Section shall be in addition to any
liability which the Company may otherwise have to any Indemnified Person and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal representatives of the
Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of
the Company under this Section shall be limited to the Company’s assets, and no Member shall have
any personal liability on account thereof. The foregoing provisions shall survive any termination
of this Agreement.
10. Dissolution. 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 Member and (b) the entry of a decree of judicial
dissolution under Nev. Rev. Stat. § 86.495.
The bankruptcy (as defined in Nev. Rev. Stat. § 86.031) of the Member shall not cause
the Member to cease to be a member of the Company and upon the occurrence of such an event, the
business of the Company shall continue without dissolution.
In the event of dissolution, the Company shall conduct only such activities as are necessary
to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and
the assets of the Company shall be applied in such manner, and in such order of priority, as
determined by the Member, subject to any requirements of the Act.
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11. Treatment for Tax Purposes. It is the intention of the Member that the Company be
treated as an entity disregarded from its owner for federal, state and local income tax purposes.
12. Capital Contributions. Without creating any rights in favor of any third party,
the Member may, from time to time, make contributions of cash or property to the capital of the
Company, but shall have no obligation to do so.
13. Distributions. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Member.
14. Assignments. The Member may transfer or assign, in whole or in part, its limited
liability company interest. Any assignee of the Member’s limited liability company interest shall
only become a member of the Company upon the consent of the Member.
15. Admission of Additional Members. One or more additional members of the Company may be
admitted to the Company with the consent of the Member.
16. Amendments. This Agreement may not be modified, altered, supplemented or amended
except pursuant to a written agreement executed and delivered by the Member.
17. Limited Liability. Except as otherwise provided by the Act, the 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 of the Company.
18. No Third Party Beneficiaries. The right or obligation of the Member to call for any
capital contribution or to make a capital contribution or otherwise to do, perform, satisfy or
discharge any liability or obligation of the Member hereunder, or to pursue any other right or
remedy hereunder or at law or in equity, shall not confer any right or claim upon or otherwise
inure to the benefit of any creditor or other third party having dealings with the Company; it
being understood and agreed that the provisions of this Agreement shall be solely for the benefit
of, and may be enforced solely by, the Member and its successors and assigns except as may be
otherwise agreed to by the Company in writing with the prior written approval of the Member.
19. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS
OF THE STATE OF NEVADA, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS.
[Signature Page to Follow]
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed
this Limited Liability Company Agreement to be effective as of the date first above written.
| MEMBER: SYSCON JUSTICE SYSTEMS, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
