Exhibit 3.67
OPERATING AGREEMENT
OF
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This Operating Agreement (this "Agreement") of
______________________ (the "Company"), is entered into and shall be effective
as of the date of the Company's formation, by ______________________(the
"Member"), as the sole member of the Company, all in accordance with and
pursuant to the provisions of the North Carolina Limited Liability Company Act
(the "Act").
STATEMENT OF PURPOSE
The Company was formed on _____________ upon the filing of the Articles
of organization in the office of the Secretary of State of North Carolina, all
in accordance with the Act.
NOW, THEREFORE, Member, by execution of this Agreement, hereby
continues the Company as a limited liability company upon the following terms
and conditions:
1. Company Name. The name of the limited liability company is_________
____________________.
2. Company Purpose. The purpose of the Company is to engage in any
lawful act or activity for which limited liability companies may be organized
under the Act.
3. Principal Business Office, Registered Office. The principal business
office and registered office of the Company are located at
_______________________________________ __________________. The registered agent
of the Company is _________________________.
4. Member. The name and the mailing address of the Member is as
follows:
Name Address
---- -------
_______________________________ ______________________________
5. Designation of Managers.
(a) The Member hereby agrees that the responsibility for managing
the business and affairs of the Company shall be delegated to three (3) managers
(each of such managers being hereinafter referred to individually as a "Manager"
and collectively as "Managers" or the "Board") and hereby consents to the
election of ___________________ as Managers of the Company ___________ shall be
designated as Chairman of the Board.
(b) The Managers shall serve and continue in such office throughout
the entire term of the Company unless sooner removed by written action of the
Member, by operation of law, by order or decree of any court of competent
jurisdiction, by voluntary resignation or upon the dissolution, liquidation and
termination of a Manager.
(c) In the event of the resignation, removal or termination for any
reason whatsoever of a Manager, the written consent of the Member shall be
required to designate a new Manager.
(d) The Board shall in each case act by a majority of Managers in
office. The Board is hereby authorized to appoint one or more officers of the
Company (each, an "Officer"), including, without limitation, a President, a
Secretary, one or more Vice Presidents and one or more Assistant Vice Presidents
and Assistant Secretaries. Each such Officer shall have delegated to him or her
the authority and power to execute and deliver on behalf of the Company any and
all such contracts, certificates, agreements, instruments and other documents,
and to take any such action, as the Board deems necessary or appropriate, all as
may be set forth in a written delegation of authority executed by the Board. The
Officers shall serve at the pleasure of the Board, and the Board may remove any
person as an Officer and/or appoint additional persons as Officers, as the Board
deems necessary or desirable. Any person or entity dealing with the Company may
conclusively presume that an Officer specified in such a written delegation of
authority who executes a contract, certificate, agreement, instrument or other
document on behalf of the Company has the full power and authority to do so and
each such document shall, for all purposes, be fully authorized, executed and
delivered by the Company upon execution by such Officer.
6. Powers. In furtherance of its purposes, the Company shall have the
power and is hereby authorized to do any and all acts necessary or convenient to
carry out any and all of the objects and purposes of the Company and to perform
all acts in furtherance thereof, including, without limitation, (i) to execute
and deliver any and all documents and instruments which may be necessary or
desirable to carry on the business of the Company, including, without
limitation, any and all deeds, contracts, leases, zoning permits and
applications, and (ii) to take any and all other actions it 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 limited liability company formed pursuant to the Act.
7. 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 neither the Member nor any affiliate, director, officer, partner or
controlling person of the Member shall be obligated personally for any such
debt, obligation or liability of the Company.
8. Fiscal Year. The fiscal year of the Company shall end on the fiscal
year end required for U.S. federal income tax purposes. The Member is authorized
to make all elections for tax or other purposes as they may deem necessary or
appropriate in such connection, including the establishment and implementation
of transition periods.
9. Admission. The Member is hereby deemed admitted as the sole member
of the Company upon its execution and delivery of this Agreement.
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10. Capital Contributions. On the effective date of this Agreement, the
Member contributed $100.00 in cash, and no other property, to the Company. The
Member is not required to make any additional capital contributions to the
Company. However, the Member, in its sole discretion, may at any time make
additional capital contributions to the Company in such amounts as it deems to
be appropriate. In no event shall the Member be liable with respect to, or be
required to contribute capital to restore, a negative or deficit balance in the
Member's capital account, if any, upon the dissolution or liquidation of the
Company or the Member's membership interest in the Company or at any other time.
11. Allocation of Profits and Losses. All of the Company's profits and
losses shall be allocated to the Member.
12. Distributions. Distributions shall be made to the Member at the
times and in the amounts determined by the Manager.
13. Exculpation and Indemnification. Member and the Managers (each an
"Indemnified Party") shall, to the fullest extent permitted under the Act or
other applicable law, be exculpated from and indemnified by the Company against
any liability, loss, damage, penalty, action, claim, judgment, settlement, cost
or expense of any kind or nature whatsoever (including all reasonable attorneys'
fees, costs and expenses of defense, appeal and settlement of any proceedings
instituted against any such Indemnified Party and all costs of investigation in
connection therewith) that in any way relates to, or arises out of, or is
alleged to relate to or arise out of, any action or inaction on the part of the
Company or such Indemnified Party acting on behalf of the Company. The
satisfaction of the obligations of the Company under this Section 13 shall be
from and limited to the assets of the Company and neither the Manager nor the
Member shall have any personal liability on account thereof. The right to
indemnification and the advancements and payment of expenses conferred in this
Section 13 shall not be exclusive of any other right which an Indemnified Party
may have or hereafter acquire under law or equity, provision of this Agreement
or otherwise.
14. Assignments. In furtherance of the principles set forth herein, the
Member shall not transfer, sell, exchange, assign, donate or otherwise convey
(collectively, "Transfer") all or part of its membership interest in the Company
if by doing so would cause the Company to be regarded as an entity separate from
its owner for federal tax purposes under section 301.7701-3(b)(2)(C) of the U.S.
Treasury regulations. Any purported Transfer of all or any part of the Member's
membership interest in the Company that would violate this Section 14 shall be
null and void and of no force or effect whatsoever.
15. Dissolution.
(a) The Company shall dissolve and its affairs shall be wound up
upon, and only upon, the written resolution to such effect by the Member.
(b) The bankruptcy 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.
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(c) 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 the manner, and shall be distributed in the order of priority, set
forth in Section 57C-6-05 of the Act.
16. Miscellaneous.
(a) Severability of Provisions. Each provision of this Agreement
shall be considered severable, and if for any reason any provision or provisions
herein are determined to be invalid, unenforceable or illegal under any existing
or future law, such invalidity, umenforceability or illegality shall not impair
the operation of or affect those portions of this Agreement that are valid,
enforceable and legal.
(b) Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof.
(c) Governing Law. This Agreement shall be governed by, and
construed under, the laws of the State of North Carolina (without regard to
conflict of laws principles), all rights and remedies being governed by said
laws.
(d) Amendments. This Agreement may be modified, altered,
supplemented or amended only by the written resolution or other instrument of
the Member to such effect delivered to the Manager.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the date of the formation of the
Company.
"Member"
By: _________________________________
By: ____________________________
Name: ______________________
Title: _____________________
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